Legal News

On August 14, 2020, the U.S. Department of Justice (DOJ) issued its first Opinion Procedure Release (OPR) in nearly six years, OPR 20-01. OPRs allow companies to seek guidance from DOJ “as to whether certain specified, prospective—not hypothetical—conduct conforms with the Department’s present enforcement policy regarding the antibribery provisions of the Foreign Corrupt Practices Act of 1977."...By: Orrick, Herrington & Sutcliffe LLP

The Guide is intended to provide fresh clarity on the ECB’s approach to assessing proposed M&A transactions and enhance the transparency and predictability of supervisory actions. Key Points: Under the Guide, the ECB will: ..Not automatically penalise proposed M&A transactions by applying higher capital requirements; the starting point for capital will be the weighted average of the two banks’ Pillar 2 capital requirements and Pillar 2 guidance prior to the consolidation transaction...By: L...

Decision in Protecting Our Water and Environmental Resources v. County of Stanislaus Case - In a long-awaited decision, the California Supreme Court addressed the circumstances under which a public agency may characterize the issuance of well construction permits as “ministerial,” and hence not subject to California Environmental Quality Act, versus “discretionary,” in which case CEQA applies....By: Best Best & Krieger LLP

Key Points - A permitting agency's blanket designation of an entire category of permit decisions as ministerial for purposes of the California Environmental Quality Act (CEQA) may be held to be improper if the agency has the ability to modify or deny the permit based on any concern that may be examined under CEQA review....By: Hanson Bridgett LLP

Potential merger partners of and investors in businesses that have received loans under the Paycheck Protection Program should be aware of particular risks and other diligence considerations. Any potential merger partner or buyer of a recipient of a PPP loan should confirm such recipient’s eligibility for its PPP loan and appropriately allocate the risks of audit and non-compliance....By: Pillsbury Winthrop Shaw Pittman LLP

In this update, we consider key statistics, trends, developments and highlights regarding U.K. public M&A transactions governed by the U.K. City Code on Takeovers and Mergers (the Takeover Code) that were announced during the first half of 2020 (H1)....By: Skadden, Arps, Slate, Meagher & Flom LLP

Walmart is again preparing to roll out its answer to Amazon Prime: Walmart+, a sub-$100/year membership service that features gas discounts and some free shipping (at qualifying thresholds)....By: Robins Kaplan LLP

Can management of a Delaware corporation block members of the board of directors from gaining access to the company’s privileged information? The Delaware Court of Chancery recently addressed this question in the ongoing corporate battle involving WeWork and SoftBank in In re WeWork Litigation, C.A. No. 0258-AGB (Del. Ch. Aug. 21, 2020)....By: Kramer Levin Naftalis & Frankel LLP

When considering whether to acquire a business through an asset sale, it is important for the purchaser to analyze what, if any, of the seller’s liabilities it must assume to continue the seller’s operations. Prudent purchasers examine a multitude of factors (see our articles on successor liability and fraudulent transfers) in deciding whether to assume debt, including whether more cost effective alternatives exist for the space, goods or services......By: White and Williams LLP

Whoever emerges as the victor in the competition for TikTok will have to contend with another complication—this time from China, where on Friday the country “updated its export control rules to cover a variety of technologies it deemed sensitive, including technology that sounded much like TikTok’s personalized recommendation engine.” The change means that TikTok parent ByteDance “might need a license to sell its technology to an American” buyer....By: Robins Kaplan LLP