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Archive by tag: Proskauer Rose LLPReturn

Are Antitrust Risk Allocation Provisions in Merger Agreements Worthless?

Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press releases, and file for government approval, they must decide who will bear the risk that the FTC or DOJ will put the kibosh on the deal....By: Proskauer Rose LLP
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Proskauer Rose LLP | Oct 13,2020 |

Paycheck Protection Program – Where Are We Now? An Up-To-Date Guide to the Paycheck Protection Program - October 2020

Since the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020, the U.S. Small Business Administration (the “SBA”) and the U.S Treasury Department (“Treasury”) have issued a sizable number of rules and additional guidance to implement the CARES Act’s marquee small business loan component – the Paycheck Protection Program (the “PPP”). On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCEA”) ...
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Proskauer Rose LLP | Oct 08,2020 |

European ESG Disclosure Requirements for Asset Managers

A new European regime on sustainability-related disclosures in the financial sector will come into force from March 2021, after first being announced in 2018 during the European Commission’s Action Plan on Sustainable Finance....By: Proskauer Rose LLP
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Proskauer Rose LLP | Sep 18,2020 |

New DOJ Merger Remedies Manual Cites Strong Preference for Structural Remedies - New Openness to Private Equity Buyers

The United States Department of Justice released its revised Merger Remedies Manual on September 3, 2020, providing “Antitrust Division attorneys and economists with a framework for fashioning and implementing appropriate relief . . . in merger cases.” The Manual is the Agency’s guidebook for fashioning and implementing remedies after it has concluded that a proposed merger may substantially lessen competition....By: Proskauer Rose LLP
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Proskauer Rose LLP | Sep 15,2020 |

The SEC Makes Sweeping Changes to The M&A Financial Statement and Pro Forma Requirements

On May 21, 2020, the Securities and Exchange Commission (the “SEC”) amended the financial statement and other disclosure requirements that apply when public companies acquire or dispose of a business or real estate operations. The amendments simplify and rationalize the current rules, and should on balance decrease the regulatory burdens on public companies. The amendments continue the SEC’s focus on reducing the regulatory burdens on public companies and facilitating access to public capital...
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Proskauer Rose LLP | Jul 14,2020 |

The SEC's New Disclosure Regime for Real Estate Acquisitions - A User's Guide for REITs

The Securities and Exchange Commission (the "SEC") recently adopted amendments to Regulation S-X and related rules and forms that will streamline and reduce the financial statements required to be filed in connection with significant business acquisitions by all SEC registrants. As part of these amendments, the SEC overhauled Rule 3-14 of Regulation S-X, which applies to acquisitions of real estate operations and is therefore of critical importance to real estate investment trusts (“REITs”)......
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Proskauer Rose LLP | Jul 14,2020 |

SEC Issues Final Rules on Registered Investment Company and Business Development Company Acquisition and Financial Statement Disclosure

The Securities and Exchange Commission (the “SEC”) recently adopted final rules (the “Final Rules”) amending Regulation S-X and related rules and forms in a manner that directly impacts registered investment companies and business development companies (“BDCs”, and together with registered investment companies, “investment companies”) by substantially rewriting the rules that require reporting companies to file certain pre-acquisition financial statements, as well as certain financial st...
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Proskauer Rose LLP | Jul 13,2020 |

Regulation Round Up - June 2020

30 June - The Financial Conduct Authority (“FCA”) announced that the deadline for solo-regulated firms to have undertaken the first assessment of the fitness and propriety of their Certified Persons will be delayed from 9 December 2020 until 31 March 2021. The FCA published a statement setting out its expectations to help benchmark administrators and firms using Appointed Representative arrangements to apply the Approved Persons Regime during the Covid-19 pandemic....By: Proskauer Rose LLP
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Proskauer Rose LLP | Jul 07,2020 |

Regulation Round Up - May 2020

27 May - The Financial Conduct Authority (“FCA”) published a new webpage that explains that it is allowing firms to defer individuals' uncompleted continuing professional development (“CPD”) hours to the next CPD year in the light of the COVID-19...By: Proskauer Rose LLP
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Proskauer Rose LLP | Jun 03,2020 |

The “Golden Share”: All That Glitters Is Not Gold

A recent, highly anticipated ruling by a Bankruptcy Court in Delaware has reilluminated the concept of a "golden share". While an appeal of the ruling seems likely, this latest ruling by Delaware Bankruptcy Judge Mary F. Walrath suggests that as the...By: Proskauer Rose LLP
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Proskauer Rose LLP | May 19,2020 |
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