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M&A Transactions & PPP Eligibility and Forgiveness Considerations

Jun 03 2020
We are now a good three months into the chaos brought about by COVID-19 and while many middle- and lower-middle market deals have been put on hold or even died, some M&A activity has continued unabated. That said, the deals and the associated risks look very different today than they did four months ago when there were only a few confirmed COVID-19 cases in the USA, the unemployment rate was ~3.5%, and Major League Baseball was beginning spring training. Now deals are generally taking longer to negotiate and close from a diligence, underwriting (if financing is involved) and logistics perspective.
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Main Street Lending Program Set to Launch - Additional Terms and Guidance Released

Jun 02 2020
On May 27, 2020, the Federal Reserve Board, through the Federal Reserve Bank of Boston, released additional details for lenders and borrowers interested in participating in the $600 billion Main Street Lending Program (MSLP). The MSLP is aimed at providing direct assistance to companies that were relatively healthy at the end of 2019 but were detrimentally impacted by the COVID-19 pandemic. The newly provided information includes updated Frequently Asked Questions (FAQs), borrower certifications and covenants and reporting requirements for borrowers and lenders, as well as other information.
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Womble Bond Dickinson Names Former Proterra SVP Eric McCarthy As Firm’s General Counsel and Chief Legal Officer

Jun 01 2020
GREENVILLE, SC—Veteran in-house counsel and antitrust litigator Eric McCarthy has joined Womble Bond Dickinson (US) LLP as the firm’s new General Counsel and Chief Legal Officer. Mike Barnhill, who had been serving as the firm’s General Counsel, will resume his practice serving clients as a Partner on Womble Bond Dickinson’s Business Litigation Team.
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Hotel Management Agreements Post-COVID-19: A New World?

Jun 01 2020
A hotel management agreement (HMA) is the core document governing the relationship between hotel owners and operators/managers. In a subsector of the commercial real estate industry particularly hard hit by COVID-19 disruptions, this relationship is being tested in unique ways. With the trough of the pandemic not having been reached, it is too early to predict permanent changes to the owner-manager relationship which may be reflected in future HMAs. Hotel brands may be able to offer owners short-term relief under franchise and management agreements, to test performance returns on an incremental basis without the need for sweeping document modifications. However, there are some long-term effects stemming from the disruption of COVID-19 that are likely to materialize.
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SEC Simplifies Financial Disclosures for Acquisitions and Dispositions

May 29 2020
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. These amendments are part of the SEC’s continuing initiative to improve the quality and efficiency of such disclosure and facilitate more timely access to capital.
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Federal Judge Confirms That Syndicated Loans Are Not Securities

May 29 2020
On May 22, 2020, Judge Paul Gardephe of the Southern District of New York held that a syndicated term loan was not a “security” under state securities laws. The ruling confirmed the assumption, which has been fundamental to the growth of the syndicated loan market and has not been contradicted by any judicial decision, that syndicated loans are not subject to registration requirements and antifraud provisions promulgated by the Securities and Exchange Commission.
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Benita Jones Discusses Back-to-Campus Legal Issues for Colleges & Universities in COVID-19 Environment

May 28 2020
After months of adjusting to the COVID-19 pandemic, college and university leaders are approaching the fall 2020 semester with a combination of optimism and uncertainty. While higher educational institutions hope to resume normal campus operations in the fall, a massive amount of preparation is needed to help ensure a successful transition back to campus. Womble Bond Dickinson attorney Benita Jones spoke at a May 21 webinar on “The Fall 2020 Semester and COVID-19: Do’s, Don’ts, Reputational Risks and the Legal Environment".