Legal News

Learning objectives: - Overview of US sanctions regimes - To whom US laws apply (e.g. includes foreign subsidiaries; secondary sanctions) - key developments - compliance obligations and elements of an effective sanctions compliance program - enforcement trends - Common pitfalls and emerging risks......By: Society of Corporate Compliance and Ethics

Since the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020, the U.S. Small Business Administration (the “SBA”) and the U.S Treasury Department (“Treasury”) have issued a sizable number of rules and additional guidance to implement the CARES Act’s marquee small business loan component – the Paycheck Protection Program (the “PPP”). On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act (the “PPPHCEA”) ...

A trial court in New York has ruled that a title insurance policy excluded coverage of claims against the insured for easements implied by law. The Case As the court explained in its decision, in April 2014, 1267 Rogers Avenue LLC entered into a lease with the Roman Catholic Church of St. Ignatius of Brooklyn with respect to property at 1267 Rogers Avenue in Brooklyn, New York (the “Rogers property”). Adjacent to and abutting the Rogers property was a four-story school building owned or occupi...

On Friday, October 2, 2020, the Small Business Administration (SBA) issued a Procedural Notice (the "Notice") explaining required procedures when an entity that has received a Paycheck Protection Program loan (a "PPP Borrower") experiences a change in ownership. In particular, the Notice sets forth the circumstances in which SBA consent is required prior to a change in ownership and the steps PPP Borrowers and lenders must take to avoid defaulting on PPP loans as a result of a change in...By: Va...

The U.S. Federal Trade Commission (FTC) and U.S. Department of Justice Antitrust Division (“DOJ” and collectively, the “Agencies”) recently proposed changes to two aspects of the Hart-Scott-Rodino Act (“HSR Act”). The proposed rules are subject to public comment and are unlikely to come into effect for at least a few months to a year or even longer....By: Shearman & Sterling LLP

On October 2, 2020, the SBA provided notice to PPP lenders regarding the process by which PPP borrowers may undertake a “change of ownership” while a loan is outstanding. Previously there was little guidance provided to lenders, resulting in inconsistent treatment of borrowers that were targets in M&A transactions, with some borrowers informed that they…...By: Nutter McClennen & Fish LLP

The primary focus of many retailers in the near term will likely be on staying afloat and addressing their liquidity needs, the health and safety of their employees and customers, the overall health of their businesses, and how best to pivot their business models to adapt to shifting consumer preferences and expectations in the wake of the ongoing coronavirus (COVID-19) pandemic. However, as the retail industry has been upended by the pandemic as never before, and taking into consideration that....

Construction owners and contractors in Georgia rely heavily upon the statutory protections provided by Georgia’s mechanic’s lien waiver law, O.C.G.A § 44-14-366. Beginning January 1, 2021, these protections will be narrowed under a new law signed by Georgia Governor Brian Kemp on August 5, 2020.  Owners and contractors in Georgia should update their lien and claim waiver forms and related contract provisions in order to continue receiving the same – or even higher – levels of protection from...

Applying New York law, a New York state trial court granted an insurer’s motion for summary judgment where an insured sought coverage under a private company D&O policy for a settlement it had paid for fraudulent filings for state construction projects that were made after the policy’s run-off date.  WDF Inc. v. Zurich Am. Ins. Co., 2020 WL 5801072 (N.Y. Sup. Ct., N.Y. Cnty. Sept. 29, 2020)....By: Wiley Rein LLP

As the pace of SPAC IPOs continues to set records, evolution of the economic terms has accelerated. We have seen changes to the warrant and promote structure (including “tontine” warrants), call rights motivating cashless exercise of warrants, and warrants in lieu of promote shares. But the SPAC structure itself is also an area ripe for evolution.... Please see full Publication below for more information....By: Vinson & Elkins LLP