Legal News

Target and Pro Forma Financial Statement Requirements for Significant Acquisitions - US reporting companies that are planning or have completed a significant acquisition of a business may be required to file separate target financial statements and related pro forma financial statements under Rule 3-05 and Article 11 of Regulation S-X. The specific US Securities and Exchange Commission (“SEC”) rules and financial reporting obligations triggered by a significant acquisition can be quite comple...

On June 8, 2020, Level 10 Construction, LP (“Level 10”), a construction company hired by Sea World San Diego (“Sea World”), filed a Complaint in California federal court alleging that Sea World is withholding over $3.2 million dollars in payments from Level 10....By: Troutman Pepper

On June 30, 2020, the Department of Justice and a split Federal Trade Commission released the final version of their new Vertical Merger Guidelines, which outline how the federal antitrust agencies evaluate the competitive impacts of vertical mergers, as well as other non-horizontal mergers. This is the first time that the federal antitrust agencies have jointly issued guidance on vertical mergers, and these guidelines provide the first major update regarding vertical merger enforcement since.....

The Occupational Safety and Health Administration (OSHA) published additional frequently asked questions regarding returning to the workplace during the COVID-19 pandemic on Thursday. We reported on OSHA’s earlier posted FAQs here. Though the FAQs do not impose any new legal requirements, employers should be aware of OSHA’s recommendations as workplaces around the country continue to reopen to workers, customers, and other visitors....By: Proskauer - Law and the Workplace

On June 30, 2020, the Department of Justice and the Federal Trade Commission released new Vertical Merger Guidelines (“Guidelines”), which explain how the agencies assess mergers and acquisitions of companies at different levels of the supply chain. The new Guidelines mark the first time the FTC and DOJ have issued joint guidelines on vertical mergers. They provide the most significant guidance on vertical merger enforcement policy since the DOJ’s 1984 Merger Guidelines; however, we do not......

Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions. Deal negotiators should take care not to negotiate their own post-closing compensation before finalizing deal terms. In general, we do not recommend that officers negotiate their own compensation without the involvement of the board....By: Pillsbury Winthrop Shaw Pittman LLP

On June 30, 2020, the Federal Trade Commission (“FTC”) and U.S. Department of Justice (“DOJ”) released final Vertical Merger Guidelines. As noted previously, the agencies had issued draft guidelines that were subject to public comment. The release of the final guidelines comes amid congressional pressure for increased scrutiny of vertical mergers....By: Epstein Becker & Green

Pillsbury continues to track the impact on construction projects of COVID-19-related orders and guidance in all 50 states and the District of Columbia as well as guidance from CISA and OSHA. We are updating our chart weekly....By: Pillsbury - Gravel2Gavel Construction & Real

A challenge to the interpretation of a project condition of approval may be filed more than 90 days following the project approval - Bullet Allen Matkins – June 30 - On June 25, 2020, the Fifth Appellate District decided Honchariw v. County of Stanislaus, holding that an applicant's challenge to a local agency's interpretation of a project condition of approval was not barred by the Subdivision Map Act's statute of limitations because it was not a challenge to the validity of a condition of...

While the vast majority of Proposition 65 claims involve consumer products, Proposition 65 also applies to environmental exposures. On July 3, 2020, a Proposition 65 notice of intent to sue was filed against a consulting firm and a national home builder for alleged exposures (via both inhalation and ingestion) of Proposition 65 chemicals associated with the presence of contaminated dirt and use of heavy equipment disturbing the dirt at a construction site....By: Environmental General Counsel LLP