Legal News

On October 22, 2020, the EPA issued a long-awaited final rule that amends and clarifies the preconstruction review requirements for projects undertaken at major stationary sources under the Clean Air Act (“CAA”), 42 U.S.C. § 7401, et seq. The rule, known as the Project Emissions Accounting Rule, changes when a project triggers the prevention of significant deterioration (“PSD”) program (applicable in areas that have attained the national ambient air quality standards) and the new source revi...

PE-backed Inspire Brands is in negotiations to take over Dunkin’ Brands Group, the parent of both Dunkin’ and Baskin-Robbins, in a deal valued at nearly $9 billion. Inspire includes Buffalo Wild Wings and Jimmy John’s among the big names in its stable of brands....By: Robins Kaplan LLP

Swift Acquisition Corp. v. Krauss, et al., Case No. 2019-0509-PAF (Del. Ch. Aug. 25, 2020)—The Delaware Court of Chancery may permit a purchaser to pursue claims for breach of contract and fraud against a seller and its directors arising out of the purchaser’s acquisition of the seller. The court reached this conclusion in Swift Acquisition Corp. based on the purchaser’s allegations that the seller made misrepresentations in the asset purchase agreement concerning its customer base, and the.....

The Department of Treasury’s office that administers reviews of foreign investments in U.S. companies is changing how it identifies critical technology businesses and related technologies that require mandatory review during a foreign investment process. The Committee on Foreign Investment in the United States (CFIUS or the Committee) issued a final rule effective October 15, 2020 that updates its approach to identifying export controlled items and know-how (“technology”) of concern to the.....

While COVID shut the window on deals in H1 2020, Q3 saw a revival that augurs well for the rest of the year and beyond. In recent years, global M&A in the chemicals and materials sector has been breaking new records. Last year saw the highest value on record (US$254.6 billion), while 2018 delivered the largest number of deals since 2006 (545)....By: White & Case LLP

Many high-profile transactions impacted by the COVID-19 pandemic have fallen apart between signing and closing, resulting in litigation—often in the Delaware Court of Chancery—focused on whether the buyer had an obligation to close. Buyers backing out of transactions generally have asserted the occurrence of a “material adverse change” or “material adverse event” (“MAE”) and the failure of the to-be-acquired company to operate in the ordinary course of business....By: Quinn Emanuel Urquh...

Liquidated damages are a sum specified in a contract as the measure of recovery in the event of a breach of the contract. Liquidated damages provisions are common in construction contracts to guard against damages that the owner or a contractor might suffer if a project is delayed beyond the completion date set forth in the contract......By: Ward and Smith, P.A.

After deal activity stagnated in H1, the third quarter offers some hope for dealmakers, as deal volume and value surpass Q3 2019. A total of US$896.3 billion in M&A deals transacted in the third quarter—an impressive 141% increase in value compared to Q2. This figure, bolstered by a series of megadeals, means that Q3 deal value surpassed pre-COVID-19 levels—up 32% compared to Q3 2019, when US$677.5 billion in deals was recorded.......By: White & Case LLP

We have previously written about how public-private partnerships ("P3s") are on the rise in the United States. While we have noted that the P3 delivery model is utilized for a variety of government assets and services, historically, the transportation sector wears the crown when it comes to P3-delivery success....By: Bilzin Sumberg

Increasingly, private credit fund managers are seeking to adopt dynamic fund structures utilizing open-end and closed-end vehicles investing side by-side to appeal to competing investor demands for liquidity on the one hand, and returns, on the other. In this article, we consider this trend in brief, what is driving it, and we examine some of the issues sponsors must consider to implement these structures successfully. Please see full Publication below for more information....By: Hogan Lovells