Legal News

In re Anthem-Cigna Merger Litigation, C.A. No. 2017-0114- JTL (Del. Ch. August 31, 2020) - This action arose out of a failed merger transaction involving the second and third largest health insurers in the United States, Anthem, Inc. and Cigna Corporation (“the Merger”). The parties had entered into a merger agreement on July 23, 2015 (“Merger Agreement”)....By: Morris James LLP

The U.S. Small Business Association (the “SBA”) released on October 2, 2020 a Procedural Notice providing guidance as to a change of ownership of companies (a “PPP Borrower”) which received a loan (a “PPP Loan”) through the Paycheck Protection Program (the “PPP”)....By: Saul Ewing Arnstein & Lehr LLP

A recent Scottish case considers the contractual power to omit works and highlights key principles applicable to the question of whether omitted works can be transferred to another contractor - The descoping or omission of works (sometimes referred to as "negative variations") relates to the removal of part (or, on rare occasions, all) of the works awarded to a contractor or subcontractor, and is a common feature of construction contracts. ...By: White & Case LLP

Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Small Business Administration (SBA) is tasked with administering the Paycheck Protection Program (PPP), the loan program intended to allow employers to continue to pay their employees and assist with certain other expenses resulting from the COVID-19 pandemic......By: Tarter Krinsky & Drogin LLP

Au cours des dernières années, nous avons constaté qu’un bon nombre d’opérations de fusion et acquisition (« F&A ») ont mis un accent de plus en plus important sur la vérification diligente en matière de cybersécurité. C’est là une corrélation directe avec le fait que la plupart des organisations dépendent largement de leurs actifs numériques pour exploiter leurs produits et services et les offrir à leurs clients....By: Blake, Cassels & Graydon LLP

Megamergers that deprive the American consumer of competition are illegal. But the urge to merge is often so strong that antitrust risks rarely prevent behemoths from the attempt. Long before parties sign deals, issue press releases, and file for government approval, they must decide who will bear the risk that the FTC or DOJ will put the kibosh on the deal....By: Proskauer Rose LLP

On October 2, 2020, the U.S. Small Business Administration (SBA) released a Procedural Notice (the Procedural Notice) that provides a framework to determine whether SBA consent is required for various changes of ownership of an entity that has received Paycheck Protection Program (PPP) funds (each, a PPP Borrower). Although the Procedural Notice was addressed to all SBA employees and PPP lenders, the guidance will ultimately impact any PPP Borrower considering a potential change in control, as.....

Private companies go public for a variety of reasons, including: •raising capital- •providing liquidity for existing owners- •establishing publicly traded currency for acquisitions... Please see full Document below for more information....By: Vinson & Elkins LLP

In recent years, we have seen an increased focus on cybersecurity due diligence in many mergers and acquisitions (M&A) transactions. This directly relates to most organizations being heavily dependant on digital assets to operate and deliver products and services to customers....By: Blake, Cassels & Graydon LLP

The COVID-19 pandemic has taken a toll on the world's economies and investment activity in 2020—including Asia-Pacific. This black swan event has exacerbated previous market threats, including rising geopolitical tensions, regulatory protectionism and tumbling fundraising, suggesting a potentially broader stagnation in 2020 and beyond. In a time of unprecedented challenges, many corporations and investors in Asia-Pacific are looking for both shelter and new opportunities in all directions. ......