Legal News

In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result of the pandemic. In these lawsuits, buyers commonly alleged one (or both) of the following as justification for their failure to close: (i) that the target suffered an MAE as a result of COVID-19’s impact on its business; or (ii) that target materially breached the conduct...

In March 2021, a new European Union regime on sustainability-related disclosures in the financial sector will come into force. The Sustainable Finance Disclosure Regulation 2019/2088 (“SFDR”) contains rules regarding sustainability-related disclosures which will need to be made by financial market participants (“FMPs”) and financial advisers within the scope of the Regulation (“FAs”)....By: Proskauer Rose LLP

The effect of the COVID-19 pandemic on the hospitality industry has been especially severe, the face-to-face nature of commercial activity in the space making it especially susceptible to social distancing and lockdown measures. Deal volume in the broader leisure sector, which encompasses dining, hotels and hospitality, gyms and gaming groups, fell 49% while value dropped by 46% to 292 transactions worth US$39.8 billion in the first three quarters of the year. A rebound is due in the fourth...B...

On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction, analyzing both the material adverse effect (“MAE”) provisions and ordinary course covenants. AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC et al., C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020)....By: Dorsey & Whitney LLP

Faced with a December 8, 2020, Memorandum and Order by Eastern District Judge Pappert (link) denying the Federal Trade Commission’s (FTC’s) request to enjoin the proposed Jefferson-Einstein merger, and the resulting right of the parties to complete the merger after 11:59pm on December 15, 2020 pursuant to the terms of a February 2020 temporary restraining order, the following procedural steps were taken......By: Saul Ewing Arnstein & Lehr LLP

A few months ago, we wrote about how the U.S. Court of Federal Claims (COFC) had defined when the protest clock starts running for a stay of contract performance pending a bid protest if the Department of  Defense’s (DOD) enhanced post-award debriefing procedures are used. The case was NIKA Technologies, Inc. v. United States, and…...By: Bradley Arant Boult Cummings LLP

Drugmaker AstraZeneca agreed on Saturday to buy biopharma company Alexion for $39 billion in cash and stock. In the deal—the “biggest by a health care company this year”—will help AstraZeneca expand into the immunology sector....By: Robins Kaplan LLP

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory landscapes and global trends. Please see full Publication below for more information....By: Dechert LLP

Dechert partnered with Getting the Deal Through and Law Business Research on their annual Market Intelligence Private Equity Guide. The 2020 Guide invites leading practitioners to reflect on evolving legal and regulatory landscapes and global trends. Please see full Publication below for more information....By: Dechert LLP

Merger review processes are being impacted worldwide as merger control authorities adapt to take account of the consequences of Covid 19. While critical transactions are likely to be reviewed, as far as possible, in accordance with normal practice, many cases may face changes in approach and practice (eg extensions of timelines in certain circumstances). The table below reflects our understanding of the current effects on the merger review process in numerous jurisdictions around the world. It.....