Lawyer-written insights on the latest legal happenings—and how they impact your business.

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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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Some States Are Opposed to EPA’s COVID-19 Blanket Enforcement Policy

May 27 2020
On March 23, 2020, on behalf of its members and U.S. industry, the American Petroleum Institute sent a letter to the EPA requesting a temporary waiver of non-essential compliance obligations, including recordkeeping, training or other non-safety critical requirements. The letter asked that Federal and State agencies consider using enforcement discretion to provide temporary relief, waivers or revised compliance timeframes when compliance activities become infeasible due to travel restrictions and COVID-19 stay home/shelter in place orders.
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South Carolina Department of Revenue Offers Clarification Regarding COVID-Related Employment Withholding Requirements

May 26 2020
On May 15, 2020, the South Carolina Department of Revenue published an information letter outlining temporary income tax withholding measures for employers with employees temporarily working remotely as a result of COVID-19. The measures are effective from March 13, 2020, through September 30, 2020. Basically, a COVID Period-based change in an employee’s physical work location will not change the employer’s South Carolina employment tax obligations – regardless of whether the employer’s usual report-to-work location is inside or outside of South Carolina. The apparent intention is for an employer to avoid having to register and/or withhold for a new state based simply upon COVID Period temporary work changes.
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New OSHA Guidance for Recording COVID-19 Cases at Work

May 21 2020
On May 19, 2020, OSHA issued revised guidance for recording cases of COVID-19. Under OSHA’s earlier April guidance, most employers effectively were not required to record cases of COVID-19. The new guidance, effective May 26, 2020, modifies the recordkeeping rule to require employers to track COVID-19 cases under three conditions.
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Frequently Asked Questions: Paycheck Protection Program Loan Forgiveness

May 18 2020
On May 15, 2020, the Small Business Administration (SBA) and the U.S. Treasury Department released their much anticipated Loan Forgiveness Application and corresponding instructions (Forgiveness Application) for the Paycheck Protection Program (PPP), which includes updated guidance and a detailed procedure on how borrowers and lenders will calculate forgiveness. The SBA’s press release also announced the SBA will “soon issue regulations and guidance to further assist borrows as they complete their applications, and to provide lenders with guidance on their responsibilities.”
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Face Masks – Liability Considerations for Manufacturers and Sellers

May 14 2020
The Centers for Disease and Control and Prevention (CDC) is now recommending that the general public wear face masks to help slow the spread of COVID-19. Along with this recommendation, many businesses, individuals, and other entities have stepped up to assist in manufacturing and distributing the additional masks needed to keep up with the increasing demand.
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COVID-19 and Material Adverse Effect in M&A Transactions

May 13 2020
With the world still grappling with the outbreak of COVID-19, companies across a variety of industries have already suffered and anticipate further declines in their businesses and financial performances. This raises many new considerations for parties participating in business acquisition transactions that have already signed but have yet to close and for those participating in transactions currently being negotiated. At the forefront of such considerations is whether a buyer may walk away from an acquisition transaction or renegotiate central deal terms by asserting that the target company suffered a material adverse effect (MAE).