Legal News

The Payroll Protection Program has been a lifesaver to many businesses this year, but its quick roll out, and many generous features (including potential forgiveness) could tempt a borrower to treat the PPP as something less than a “real loan”. This, potentially, is a big mistake, as in the context of M&A transactions PPP restrictions, and the practical difficulties in working with those restrictions, have the potential to greatly slow or complicate a deal. This problem is acute for struggling...

Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Purchase price adjustments continue to be commonplace in M&A agreements. In the 2019 study, they were included in 95% of reported deals......By: Goulston & Storrs PC

Have you ever wondered when Massachusetts’ 6-year statute of repose for defective design, planning and construction is triggered when dealing with the construction of a multi-building, multi-year condominium construction project?...By: Pierce Atwood LLP

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

Tim Wu, the bard of big tech, has written multiple books about the rise and coming fall of technology monopolies, oligopolies, and empires. In The Master Switch, Wu tells the story of how, in the 19th Century, the existing telegraph empire tried to smother telephone technology in its cradle. He continues with how the ascendant, then established, telephone monopoly destroyed rising competition for decades, with the tacit support of the government....By: Womble Bond Dickinson

This chart is intended to compare and contrast, in summary form, various components of a traditional initial public offering versus merging with a special purpose acquisition company (“SPAC”). Please see full Chart below for more information....By: Mayer Brown Free Writings + Perspectives

As with virtually every sector, the COVID-19 pandemic heavily impacted the chemical industry—from corporate transactions to supply chains to privacy concerns related to employees working remotely. A team of Womble Bond Dickinson attorneys addressed these issues in-depth at a Dec. 8 Society of Chemical Manufacturers and Affiliates (SOCMA) webinar....By: Womble Bond Dickinson

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