Legal News

On October 12, 2020, in Travelport Ltd & Ors v WEX Inc [2020] EWHC 2670, Justice Cockerill of the English High Court held that WEX had in large part correctly interpreted the terms of the material adverse effect (MAE) clause that it invoked to pull out of a $1.7 billion acquisition. The ruling demonstrated that.......By: Skadden, Arps, Slate, Meagher & Flom LLP

Your company has just made its largest acquisition ever and your CEO says that he wants you to have a compliance post-acquisition integration plan on his desk in one week. Where do you begin? Of course, you think about the 2020 FCPA Resource Guide, 2nd edition but you also remember that the established time frames in the enforcement actions involving Johnson & Johnson (J&J), Pfizer Inc. and DS&S and the Halliburton Opinion Release. While there are time frames listed in these DPAs, they are a.....

As the impact of COVID-19 on financial markets continues to play out, so does its effect on M&A transactions. Many deals have been cancelled or are on hold as parties struggle with valuation, availability of financing, and uncertainty with respect to business models. But M&A has not halted altogether; in light of diminished valuations, buyers with strong capital positions may actually see increased activity. There is no doubt, however, the terms of purchase agreements will evolve due to the...B...

In the SBA Procedural Notice dated October 2, 2020 (the “Approval Notice”), the Small Business Administration (“SBA”) has issued mandates that may impact the ability of a recipient of a Paycheck Protection Program (“PPP”) loan to raise capital, to transfer ownership, to sell assets, or to liquidate. While the Approval Notice is strikingly broad in scope, there are ways of reducing, if not eliminating, its effect on these types of transactions....By: Miller Canfield

On 19 September 2020, China's Ministry of Commerce (MOFCOM) published the Provisions on the Unreliable Entity List (Order No.4 of 2020) (provisions), which immediately came into effect. It has been over one year since MOFCOM first introduced the idea of the Unreliable Entity List (UEL) at the end of May 2019....By: Hogan Lovells

In an October 12 speech, the Director of Market Oversight for the Financial Conduct Authority (FCA) emphasized the need to adapt insider trading controls to account for changes in working conditions due to COVID-19 restrictions. The Director’s speech started by discussing that global economic conditions have heightened the need for companies to raise capital, and that the UK has seen a significant portion of this activity, with the FCA citing the fact that “the UK saw a greater volume of...By...

At the same time as it issued its notice of proposed rulemaking expanding the definition of “person,” the Federal Trade Commission (“FTC”) issued an advance notice of proposed rulemaking (“ANPRM”) to request information related to seven topics “to help determine the path” for future amendments to the HSR Rules. In explaining the reasons for the ANPRM, the FTC expressed its strong interest in making sure the Rules are “as current and relevant as possible,” and observed that certain of...

The Small Business Administration (SBA) recently released a procedural notice concerning when a borrower of a Paycheck Protection Program (PPP) loan may forgo SBA approval in connection with a merger or acquisition. The notice clarifies previous uncertainty regarding when a PPP borrower may be required to obtain SBA approval....By: Parker Poe Adams & Bernstein LLP

Recent insolvency law reforms in the UK, Singapore and Australia impact upon the ability of a party to a construction contract to terminate it due to the other party's insolvency......By: White & Case LLP

The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges....By: Stinson - Corporate & Securities Law Blog