Legal News

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”)......

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...

On Wednesday, an FTC Commissioner used the occasion of a routine report to Congress to send a warning shot to private equity firms, especially those rolling up health care providers. Commissioner Rohit Chopra, an advisor to Senator Elizabeth Warren before he joined the Commission in May 2018, released this statement focusing particular scrutiny on private equity (PE) firms and the practice of acquiring physician groups, especially emergency medicine, anesthesiology, and other services that...By:...

Following their January publication of Draft Vertical Merger Guidelines (draft guidelines) for public comment, the Federal Trade Commission (FTC) and the Department of Justice (DOJ) (collectively, the agencies) issued final Vertical Merger Guidelines (Guidelines) on June 30, 2020. This marks the first official guidance update on vertical mergers from either of the agencies since the Non-Horizontal Merger Guidelines were published by the DOJ in 1984 (1984 guidelines), and the first time that the....

Now that COVID-19 impacts and costs are a fact of life, what can we expect in the way of decisions regarding compensation for costs incurred by contractors? If the case of Pernix Serka Joint Venture v. Department of State, CBCA 5683; 2020 WL 1970843 (April 2020) is any indicator in a federal government contract, costs incurred out of concern for worker safety and impacts arising during a virus outbreak (Ebola) were not compensable as either force majeure, cardinal change or a constructive...By:...

On this episode of In-house Roundhouse, Rob DelPriore, Executive Vice President and General Counsel, Mid-America Apartment Communities, talks Womble Bond Dickinson litigator Mark Henriques about the challenges of integrating companies post-merger or acquisition. Rob led the Integration Team when Mid-America acquired Post Properties, Inc. That merger has made MAA one of the largest Real Estate Investment Trusts in the nation’s multi-family housing sector....By: Womble Bond Dickinson

Disputes over payment are common in construction law. A Stop Notice is a powerful tool to compel even the most stubborn of delinquent accounts to pay....By: Jaburg Wilk

...Changes to The Way Foreign Investment is Reviewed In Australia & New Zealand - In this update we highlight changes to the legislation governing foreign direct investment in each country. Australia - On 29 March 2020, the Australian Government announced changes to the way foreign investment in Australia will be reviewed. Two key changes - 1. All monetary screening thresholds in the Foreign Acquisitions and Takeovers Act 1975 (Act) have been reduced to $0 meaning all proposed foreign...By:...

The U.S. Department of Justice and Federal Trade Commission on June 30, 2020, published in final form the agencies’ Vertical Merger Guidelines (Vertical Guidelines). They are designed to increase the transparency of the agencies' analysis of mergers and acquisitions between firms that operate at different stages of the supply chain—for example, a manufacturer of finished products’ acquisition of a vendor of components incorporated in those products. The Vertical Guidelines are modeled after ...

The government of Indonesia issued a new regulation concerning Implementing Regulation of the Construction Law on 21 April 2020. The new regulation may have a significant impact on business activities related to construction services, specifically the technical provisions related to construction services. What’s in the new regulation? Please see full article below for more information....By: Dentons