Legal News

Yesterday, the Federal Trade Commission (FTC) announced the annual changes to the thresholds for Sections 7A (Hart-Scott-Rodino Antitrust Improvements Act) and 8 (interlocking directors) of the Clayton Act. For only the second time in history, the thresholds will be lower than they were the preceding year. The new thresholds apply to any transaction that closes on or after March 4, 2021....By: Troutman Pepper

Split along partisan lines, the Federal Trade Commission (Commission) voted last week to issue Commentary on Vertical Merger Enforcement (Commentary). The Commentary intends to “provide[] greater transparency to the public regarding [the Commission’s] analysis of vertical mergers” by collecting in a single document the Commission’s past vertical merger cases and summarizing how it has analyzed potential anticompetitive effects in vertical transactions....By: Troutman Pepper

As we say goodbye (and good riddance) to an incredibly challenging 2020, we thought it would be useful to review the issues and topics that you — our clients and friends — found most important since we launched our COVID-19 Resource Center in March....By: Troutman Pepper

On December 2, 2020, FERC clarified that when an entity with passive equity holdings in a company later wants to assume operational responsibilities over the company, the entity must obtain authorization under Federal Power Act (“FPA”) section 203 prior to the assumption of operational management responsibilities. FERC’s December 2 order on rehearing modified the discussion in a May 29, 2020 order in the proceedings approving Tenaska Lotus Holdings, LLC’s (“Tenaska Lotus”) assumption of ri...

On July 1, 2020, New Jersey’s Governor Phil Murphy signed the Permit Extension Act of 2020 (“PEA 2020”) into law. The PEA 2020 tolls certain state and local permit approvals, including approvals of soil erosion and sediment control plans granted by a local soil conservation district and waterfront development permits, during the pendency of the public health emergency caused by COVID-19. Additionally, the PEA 2020 extends the deadlines for those approvals that would have otherwise expired dur...

In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the Company’s 2019 sale to private equity firm Vista Equity Partners. In what is becoming an increasingly common claim in M&A litigation, the court found it reasonably conceivable that the CEO, unbeknownst to the Company’s board of directors, favored Vista in the sale process due to...

Investment Management and Private Funds - Summer enforcement action review; raising money in a pandemic Troutman Pepper partner Gregory J. Nowak hosted a candid review of the investment management space after the summer of 2020. Topics covered: • recent enforcement actions by the SEC – crypto and MCAs • CFTC compliance manual release and enforcement priorities • expenses and disclosure issues • raising capital in a pandemic – is 506(c) finally living up to its promise? Recording link:....

On September 14, the U.S. Court of Appeals for the Third Circuit addressed the perennially thorny issue of whether the courts or arbitrators retain the authority to resolve questions involving the enforceability of arbitration agreements. In MZM Construction Company, Inc. v. New Jersey Building Laborers Statewide Benefits Funds, the Third Circuit held that the courts must decide questions of arbitrability in cases where a party challenges the validity of the underlying contract that contains the...

When is it going to return to “normal”? We all have been asking that question. Well, for the construction industry, it may never return to “normal.” COVID-19 may have permanently changed the landscape of the construction industry in many ways....By: Troutman Pepper

On August 5, 2020, Governor Brian Kemp signed Georgia Senate Bill 315 into law. This new law, which is codified at Title 44, Chapter 14, Section 366 of the Official Code of Georgia Annotated, substantially changes the way Georgia interprets statutory interim and final lien waivers....By: Troutman Pepper