Legal News

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One area not usually considered around your business ventures is the financial health of JV partner, teaming partner, strategic partner or any other type of business partner or relationship which might occur in a business venture. It turns out such an oversight may have some significant ramifications for an accurate picture of a business venture partner. The financial health of a business venture partner as not only a key metric but also a key tool which allows a more robust assessment prior to....

On October 15, 2020, the Securities and Exchange Commission (“SEC”) announced settled charges against U.S. refiner Andeavor LLC (“Andeavor”) for inadequate controls related to a stock buyback plan it executed while it was in talks to be acquired by Marathon Petroleum Corp. in 2018. Without admitting the SEC’s findings, Andeavor agreed to pay a $20 million penalty to settle the charges....By: Bryan Cave Leighton Paisner

On October 7, 2020, the US Securities and Exchange Commission (“SEC”) adopted a new rule under the Investment Company Act of 1940 (the “Investment Company Act”) with respect to fund of fund arrangements.1 New Rule 12d1-4 would permit registered investment companies to invest in other registered investment companies beyond certain statutory limits set forth in Section 12(d)(1) and without obtaining an exemptive order, provided certain conditions are met....By: Mayer Brown Free Writings + Pers...

Delaware Court of Chancery Denies Motion to Dismiss in Shareholder Class Action Lawsuit Related to Mindbody Inc.’s Billion Dollar Merger with Vista Equity Partners; Second Circuit Unanimously Affirms Lower Court’s Decision Allowing Manhattan District Attorney to Subpoena President Trump’s Tax Records; Ninth Circuit Reverses Lower Court’s Decision Dismissing Securities Fraud Suit and Joins Sixth Circuit in Approach to Loss Causation in Securities Fraud Suits; SDNY Judge Dismisses Proposed Cla...

In this article, we follow up on our overview of going private transactions (available here) by focusing on an important but often overlooked workstream in these deals. Companies are frequently privatized by a group of significant shareholders, outside investors and sometimes members of senior management, and in these “club” or “consortium” deals, the buyer group members must negotiate their rights in the privatized target company against the backdrop of the complicated take-private process....

In a recent decision, the Armed Services Board of Contract Appeals (ASBCA) reaffirmed that, even when a contractor prevails in a claim against the Government, attorneys' fees under the Equal Access to Justice Act (EAJA), 5 U.S.C. § 504, are not awarded in cases where the Government's position in the litigation was substantially justified....By: Davis Wright Tremaine LLP

The Securities and Exchange Commission (SEC) has issued final rules that significantly modify the framework that public companies and their auditors use to evaluate auditor independence, providing additional clarity for certain particularly difficult and recurring issues....By: Skadden, Arps, Slate, Meagher & Flom LLP

NEW GUIDANCE ON PUBLIC HEARINGS ON HOUSING PROPOSALS - The Massachusetts Department of Housing & Community Development (DHCD) recently issued guidance for municipalities regarding housing development. This guidance relates to a municipal relief act passed in April (Chapter 53 of the Acts of 2020). Chapter 53 stayed all statutory deadlines requiring municipal boards and commissions to act on development applications for the duration of the COVID-19 state of emergency....By: Pierce Atwood LLP

Although the U.S. Small Business Administration (“SBA”) has started its program to forgive loans made to businesses under the Paycheck Protection Program (“PPP”), PPP borrowers and their lenders are cautioned to comply with a recently issued procedural notice relating to a change of ownership of a PPP borrower....By: Farrell Fritz, P.C.