Cornerstone Research reports that during the first six months of 2022, plaintiffs filed 110 securities class actions, a pace that is generally in line — 2.8% higher — with what we saw in the second half of 2021. Looking...more
The transaction marketplace for physician practices is incredibly active for physician owners, transaction lawyers, financing sources, consultants, tax advisors, and many other stakeholders. Whether it’s health systems and...more
Before the pandemic, it was generally accepted that establishing an MAE was very difficult—indeed, only one case in Delaware, 2018's Akorn v. Fresenius Kabi, had ever found that an MAE occurred. Following the pandemic, this...more
TRANSACTIONAL PERSPECTIVES ON 2022 - What are the trends, risks, and opportunities in 2022? As dealmakers recover from a record-breaking 2021, we expect another busy year in 2022. While risks in the financing market,...more
Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a...more
This brief guide provides updates on the impact of COVID-19 on merger control reviews around the world. ...more
One year ago, when we were finalizing our outlook for 2020, the world was in the early throes of the COVID-19 pandemic. While we anticipated that 2021 would bring many new challenges, few, if any, of us predicted at the time...more
In AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect...more
Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more
On November 30, 2020, Vice Chancellor Laster of Delaware’s Court of Chancery issued the first case where the pandemic provided a company with the ability to walk away from its contractual obligations in a sale transaction,...more
Recent notable industry transactions. The Alan Turing Institute, the Royal Statistical Society and the UK Department of Health and Social Care's Joint Biosecurity Centre finalised a partnership agreement in relation to the...more
In a late night, 242-page decision, the Delaware Court of Chancery ruled that the buyer in a purchase and sale agreement was relieved of its obligation to close and could terminate the agreement as a result of the changes...more
The virus that causes COVID-19 has ushered in unprecedented times for our country and our global community. Certainly, the pandemic is impacting the way M&A transactions are looked at, papered, implemented, and even priced....more
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...more
The only certainty, so far in 2020, has been uncertainty. For dealmakers and their advisors this is not a helpful observation when they are attempting to close on transactions, often in spite of 2020’s vicissitudes. The Small...more
The Small Business Administration (SBA) issued a Procedural Notice on October 2, 2020, detailing required procedures impacting Paycheck Protection Program (PPP) borrowers and lenders if: (i) twenty percent or more of the...more
On October 2, 2020, the U.S. Small Business Administration (SBA) released a Procedural Notice (the Procedural Notice) that provides a framework to determine whether SBA consent is required for various changes of ownership of...more
Economic turmoil as a result of political instability and from the coronavirus (COVID-19) pandemic, together with unallocated capital and low interest rates, means that non-core, but potentially profitable, operations or...more
The Small Business Administration recently issued a procedural notice to Paycheck Protection Program lenders addressing the treatment of PPP loans in the context of a “change of ownership” of the borrower and whether prior...more
Introduction - The COVID virus has ushered in unprecedented and challenging times for our country and the global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral...more
Simon Property Group, Inc. (“Simon”) wants out of a deal to acquire its competitor, Taubman Centers, Inc. (“Taubman”), due to the COVID-19 pandemic....more
The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions....more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments...more
Welcome to the 24th edition of our newsletter on developments in the automotive industry published by Morgan Lewis’s automotive & mobility team with contributions from lawyers in our offices around the globe. We counsel our...more
In recent months, European states have raced to implement protections against opportunistic acquisitions of key local businesses by foreign buyers amid the economic disruption caused by the spread of COVID-19. ...more