Legal News

Two key provisions included in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)—the Paycheck Protection Program (PPP) and the Employee Retention Tax Credit (ERTC)—are raising surprising new issues in M&A transactions. The CARES Act prohibits a company that receives a PPP loan from claiming the ERTC and treats affiliated entities as a single employer for purposes of the ERTC. It is unclear whether a company will lose previously claimed and future ERTCs when the company ...

New reforms have given the UK government the power to intervene in acquisitions, with a view to maintaining in the United Kingdom the capability to combat and mitigate the effects of public health emergencies....By: Morgan Lewis

Even during this difficult time of the pandemic, economic uncertainty and social unrest, the Justice Department and the SEC have concluded a major FCPA enforcement action. Novartis and Alcon (which was a Novartis subsidiary at the time of the misconduct) agreed to pay a total of $345 million in criminal and civil penalties. Novartis spun off Alcon in 2019. Under the DOJ settlement, Novartis and Alcon each entered into a deferred prosecution agreement; Novartis agreed to pay a fine of $225...B...

[co-author: Juan Huertas] Even as the world gradually eases out of lockdown, deals are rekindled and services are remobilized, no one doubts that the impact of the pandemic will continue to be felt for months and, some say, possibly years ahead. The impact of COVID-19 on construction projects will vary significantly from jurisdiction to jurisdiction depending on a range of factors, including the severity of the pandemic, the nature and significance of government orders issued to address the...B...

Like many states, Minnesota requires subcontractors and suppliers to send pre-lien notices to owners to perfect mechanic’s lien rights. Failure to comply with the pre-lien notice statute can prove fatal to a lien enforcement action as one masonry supplier recently learned. In Timberwall Land & Masonry Products, Inc., the Minnesota Court of Appeals affirmed the lower court’s summary judgment dismissing a masonry supplier’s lien enforcement action against a homeowner......By: Bradley Arant Boul...

The EU State Aid regime has long protected the EU internal market from anti-competitive subsidies granted by EU Member States. On 17 June 2020, the European Commission published a White Paper that proposes a new set of tools designed to address distortive effects in the internal market caused by subsidies granted by states outside the EU....By: Orrick - Antitrust Watch

In 2020, the defense side ended a 15-year drought in litigating the fix. When the U.S. antitrust authorities seek to block a proposed merger, they must obtain an injunction in federal court. One strategy the defense can employ to defeat a merger challenge is to proactively agree to divest assets to a third-party buyer and…...By: Dechert LLP

Due to recent and significantly increased spread of COVID-19, additional COVID-19 protocol guidance will be coming for Arizona contractors. For the time being, the best practices for Arizona contractors include following the most up-to-date OSHA COVID-19 guidelines for the construction industry and adhering to the “Requirements for Businesses” (issued with the Arizona Governor’s executive order dated June 19, 2020). Those practices include......By: Jaburg Wilk

In an attempt to improve the financial information presented to investors in connection with many M&A transactions, the United States Securities and Exchange Commission (the “SEC”) recently adopted highly anticipated amendments to Regulation S-X (“Reg. S-X”) under the Securities Act of 1933, as amended.   In summary, these amendments......By: Smith Anderson

On June 23, 2020, the Delaware General Assembly adopted amendments to the Delaware General Corporation Law (DGCL) proposed by the Delaware State Bar Association, including provisions confirming certain powers that a board of directors may exercise during emergency conditions, and eliminating supermajority voting requirements and appraisal rights in connection with converting to, or merging with,…...By: Skadden, Arps, Slate, Meagher & Flom LLP