Legal News

On October 22, 2020, the EPA issued a long-awaited final rule that amends and clarifies the preconstruction review requirements for projects undertaken at major stationary sources under the Clean Air Act (“CAA”), 42 U.S.C. § 7401, et seq. The rule, known as the Project Emissions Accounting Rule, changes when a project triggers the prevention of significant deterioration (“PSD”) program (applicable in areas that have attained the national ambient air quality standards) and the new source revi...

With a dramatically declined M&A market, companies continue to conduct sales processes, and transactions are being consummated despite the difficult economic environment. In this challenging atmosphere, it is more important than ever to select the proper financial advisor to effectuate a proposed transaction with the most appropriate terms and conditions. And the formal arrangement, the engagement letter, is crucial to align your interest with that expert to maximize price and the likelihood of....

The Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) that govern the tax treatment of certain equity interest under Section 1061 of the Internal Revenue Code of 1986, as amended (the “Code”). Specifically, the Proposed Regulations clarify certain applications of the three-year holding period rules and, as a result, taxpayers may need to reconsider certain aspects of profits interests and carried interests awards....By: Thompson Coburn LLP

The COVID-19 pandemic has caused a valuation gap between buyers and sellers in certain industries. As a result, we expect parties to increasingly turn to earnouts, a form of contingent purchase price consideration, to help close transactions. Buyers, sellers and M&A practitioners must carefully consider the complexity of earnout terms to create the optimal structure, align the parties’ incentives and avoid future disputes. Below are a few key considerations to keep in mind when drafting and......

Although the M&A market may have slowed since the beginning of the COVID-19 pandemic, strategic buyers with strong balance sheets and financial buyers with sufficient “dry powder” continue to eye opportunistic acquisitions. M&A practitioners must consider tailoring their deal documents to specifically address issues unique to the new operating environment that the pandemic has created for many businesses. Below are a few features to keep in mind when navigating due diligence and preparing deal...

Thompson Coburn’s Higher Education Practice will host a special, 90-minute webinar concerning contingency planning for stressed and distressed institutions of higher education. The panelists will review and discuss options for institutions that are,...By: Thompson Coburn LLP

The COVID-19 pandemic is one of the biggest threats to the global economy and financial markets that the world has ever seen. In an effort to mitigate the financial fall-out, many lenders are reviewing their existing loan portfolios and assessing...By: Thompson Coburn LLP

While the number of confirmed Coronavirus or COVID-19 (“Coronavirus”) cases keeps rising worldwide, businesses of all sizes, industries and geographies can benefit from preparation and assessment during this unprecedented situation. The following...By: Thompson Coburn LLP

On November 27, 2019, the U.S. Departments of Treasury, Labor, and Health and Human Services published proposed rules designed to foster increased transparency by insured and self-funded group health plans with respect to the expected cost of health...By: Thompson Coburn LLP

In recent months, federal and state courts throughout the country have issued several significant decisions in lawsuits by students against their schools. These decisions involving discrimination, retaliation, disability accommodation, student...By: Thompson Coburn LLP