Legal News

Dealmakers loathe uncertainty. In addition to the challenges of analyzing impacts of COVID-19 on a business and on closing transactions generally, they must navigate myriad issues arising from use of government stimulus loans, grants and other programs – in many cases without clear answers. We have discussed the recently released rules from the Small Business Administration (SBA) for acquiring control of a business that received a loan under one of the most popular stimulus programs, the...By: ...

In an effort to slow the spread of COVID-19, California on Aug. 31 released the Blueprint for a Safer Economy, with revised criteria for loosening and tightening restrictions on business, health and recreational activities at the county level. The new system replaces the County Data Monitoring List. Under the Blueprint, each county is assigned to one of four tiers based on the rate of new cases and test positivity rate (percentage of tests that return a positive result). Counties must remain in....

Whether contemplating an acquisition or assessing strategic alternatives, there are many aspects of the Canadian public M&A market that may influence your decision. COVID-19 has undoubtedly played a role in recent transactions, but other factors and recent developments could also have an impact on your transaction....By: Blake, Cassels & Graydon LLP

On November 12, 2020, the Federal Trade Commission (FTC) sued to block the acquisition of two Memphis-area hospitals by Methodist Le Bonheur Healthcare. Eleven months earlier, on December 12, 2019, Methodist entered into an agreement with Dallas-based Tenet Healthcare Corporation to purchase Saint Francis-Memphis and St. Francis-Bartlett (along with their associated physician practices, urgent care centers, and other ancillary care providers) for $350 million......By: Bradley Arant Boult Cumming...

Under the CARES Act, an employer otherwise eligible for employee retention credits (“ERC”) is denied such credits if it participates in a Paycheck Protection Program (“PPP”) loan....By: Hodgson Russ LLP

During a merger or an acquisition, businesses have a lot to focus on. Amid negotiations, regulatory compliance, and personnel issues, your brand, and how it is protected, can get overlooked....By: Parker Poe Adams & Bernstein LLP

Hot on the heels of the publication of draft merger guidelines on procedure, the UK Competition and Markets Authority (CMA) has released proposed revised draft guidelines on its substantive competition assessment of mergers. Given significant market changes since the original guidelines were published ten years ago and the wealth of CMA experience and advice subsequently accumulated, it is not surprising that the revised draft looks markedly different. Please see full Publication below for...B...

The IRS’s informal FAQs provide comfort that an acquirer, including affiliated companies treated as a single employer (employer group), will not lose its past or future employee retention tax credits (ERTCs) if it acquires a target with a Paycheck Protection Program (PPP) loan outstanding on or any prior to closing (if after May 18, 2020). Going forward, private equity and strategic buyers should be relatively unconcerned by targets with outstanding PPP loans....By: Pillsbury Winthrop Shaw Pit...

Recently, a California state court expanded a “bump up” exclusion in excess D&O policies to bar coverage for a settlement of a shareholder class action lawsuit against Onyx and its directors and officers. The shareholders alleged that the directors and officers failed to maximize a buyer’s offer to purchase Onyx’s shares. By upholding the denial of coverage for the $30 million settlement, the court broadened the bump-up exclusion far beyond its traditional limited and intended application to...

The oil and gas industry in the United States is highly dependent upon an intricate set of agreements that allow oil and gas to be gathered from privately owned land. Historically, the dedication language in oil and gas gathering agreements—through which the rights to the oil or gas in specified land are dedicated—was viewed as being a covenant that ran with the land. That view was put to the test during the wave of oil and gas exploration company bankruptcies that began in 2014. A shockwave w...