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Distressed M&A Considerations

With continued headwinds that include rising interest rates, high inflation and the general sentiment of a recission that is always right around the corner, the outlook for merger and acquisition activity generally – and for...more

Main Street Nonprofit Organization Loan Facilities: Summary of Proposed Terms and Considerations

In early April, the Federal Reserve announced proposed terms for the Main Street Loan Program. The program is designed to provide small and medium-sized businesses that were in sound financial condition prior to the outbreak...more

SEC’s Modernization and Simplification Efforts Continue: Changes Coming to Disclosures for Acquisitions and Dispositions by Public...

The efforts of the U.S. Securities and Exchange Commission (SEC) to modernize and simplify public company disclosure rules continue, with the latest round of changes including a final order adopted on May 21, 2020 addressing...more

CARES Act: Updated Main Street Lending Program Summary

On April 30, 2020, the Federal Reserve Board (the Board) announced it is expanding the scope and eligibility for the Main Street Lending Program (the Program). When the initial terms of the Program were announced, the Board...more

CARES Act: Main Street Lending Program Summary for Small and Mid-Sized Businesses

On April 9, 2020, the Federal Reserve released term sheets for a Main Street Lending Program, a new program intended to provide liquidity to small and medium-sized businesses to help withstand the coronavirus crisis. The Main...more

Delaware Chancery Court Addresses Potential Claimants and Period for Asserting Unlawful Dividend Claims

The Delaware Chancery Court recently issued an opinion addressing two issues of first impression relating to the categories of persons who can assert a claim under the state’s unlawful dividend statute and the period within...more

Testing the Limits of Sole Discretion – Delaware Supreme Court Holds That Implied Covenant of Good Faith and Fair Dealing Applied...

The Delaware Supreme Court recently affirmed the dismissal of a co-founder’s claim that a private equity investor and its affiliated managers breached the implied covenant of good faith and fair dealing in connection with the...more

SEC Issues Cybersecurity Interpretive Guidance Update

“Cybersecurity risks pose grave threats to investors, our capital markets, and our country.” That sober reminder appears at the beginning of the Securities and Exchange Commission’s February 21, 2018, Commission Statement and...more

You Get What You Bargain For – Delaware Chancery Court Ruling Reinforces Limitations of Implied Covenant of Good Faith and Fair...

A recent Delaware Chancery Court opinion highlights the flexibility of alternative entities such as limited liability companies, the court’s focus on enforcing contracts as written, and the limited circumstances in which the...more

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