Legal News

The judgment provides useful jurisdictional clarifications for deals involving joint ventures (JVs) acting as an acquirer. The General Court (GC) confirms that when the true players behind the transaction are the parent companies, rather than the JV - because they did the deal valuation, negotiated the transaction structure, and determined the purchase price - the parent companies are the relevant undertakings to consider when determining whether the merger thresholds are met. This can have a......

I) Il decreto semplificazioni (recentemente convertito in legge) ha introdotto novità non solo nel settore delle FER (cfr. art. 56), ma anche in quello delle fonti convenzionali. Con l’art. 62 sono state infatti apportate significative modifiche al decreto sblocca-centrali (d.l. n. 7/2002) relativo appunto ai grandi impianti di generazione da fonti fossili....By: Orrick, Herrington & Sutcliffe LLP

The COVID-19 pandemic has had far-reaching effects to date, including economic uncertainty and widespread business interruptions. This environment may raise unique considerations for parties contemplating an M&A transaction. This guidebook is intended to provide a summary of key considerations for M&A transactions in a post-COVID-19 era....By: Foley & Lardner LLP

On October 2, 2020, the Small Business Administration published new guidance outlining the procedures that PPP borrowers and lenders must follow in the event that a PPP borrower undergoes a “change of ownership.” For parties to a merger, acquisition, or sale in which the target company or seller has received a PPP loan, the new guidance includes important requirements applicable to (i) the drafting and negotiation of the purchase agreement, and (ii) the timing for submission of the forgiveness...

New guidance from the Small Business Administration (SBA) sheds light on questions that arise in the context of M&A transactions where one of the companies has secured a potentially forgivable loan through the Paycheck Protection Program (PPP). Parties to such transactions must be prepared for increased scrutiny during due diligence, transaction timeline delays and certain valuation implications......By: Fox Rothschild LLP

In a previous client alert, we had advised you of issues facing a purchaser of a business which had received a Paycheck Protection Plan (PPP) loan. PPP loans are Small Business Administration (SBA) Section 7(a) loans. Consequently, they are subject to the same regulatory guidelines.. These guidelines include provisions directing lenders to obtain the consent of the SBA before allowing a borrower to perform certain activities.......By: Hinshaw & Culbertson LLP

The Mexican government announced a US$145 million (MX$300 billion) infrastructure investment plan together with private sector companies. The announcement was a follow-up to the broader national infrastructure plan announced in November 2019 and part of this year's Economic Recovery Agreement (Acuerdo para la Recuperación Económica) amid the COVID-19 pandemic....By: Holland & Knight LLP

Unforgiven Paycheck Protection Program (PPP) loans have created a great deal of consternation for PPP borrowers looking to engage in merger and acquisition (M&A) transactions, as well as other asset sale, equity and restructuring transactions that could trigger a "change in ownership" (including employee stock ownership plans (ESOPs), estate planning transfers and similar transactions in…...By: Holland & Knight LLP

On October 2, 2020, the SBA issued guidance under a procedural notice (the “Notice”) providing information concerning the required procedures for changes of ownership of an entity that has received a Payroll Protection Program (“PPP”) loan (such entity, a “PPP Borrower”). Under the guidance, if a change of ownership occurs in a PPP Borrower, prior to closing the transaction causing the change of ownership the PPP Borrower is generally required to 1) complete a forgiveness application and ...

The Hart-Scott-Rodino Act (HSR Act) is a procedural statute that requires parties to notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) of proposed acquisitions that exceed certain thresholds. After submitting an HSR filing, the parties must observe a mandatory waiting period before completing the acquisition, giving the FTC and DOJ an opportunity to review the filing and determine whether the acquisition presents any substantive antitrust concerns.......By: Dechert LL...