COVID-19: Managing Your Securities and M&A Legal Issues

Issues relating to the coronavirus (COVID-19) pandemic are quickly evolving and impacting many aspects of global business. Join us for a webinar as we share practical perspectives to help guide legal departments, business leaders, and boards through the broad scope of corporate, M&A, and capital markets issues brought on by this public health challenge.

TOPICS WILL INCLUDE:

• Public Company Financial Reporting and Disclosure Issues
• Virtual Annual Meetings and Proxy Solicitation
• Issues – SEC Guidance
• SEC Exemptive Orders
• Issues in M&A transactions
• Top-of-mind Employment Issues
• New Cybersecurity Considerations and Issues

Key Takeaways

Capital Markets & Public Companies (David Sirignano):

• Careful consideration of the ongoing effects of the coronavirus (COVID-19) is necessary in connection with voluntary and required statements in US Securities and Exchange Commission (SEC) reports and press releases. The SEC has provided a helpful list of questions and issues to consider.
• The impact of the crisis on your business may be material nonpublic information that should not be selectively disclosed and may require closing the trading window under insider trading policies.

M&A (Rob Dickey):

• Whether a material adverse effect has occurred will depend on the language of the acquisition agreement and the facts, and requires a thoughtful analysis of the effect in question, the general carve-outs, and the disproportionate effect carve-outs.
• Basic logistics relevant to transactions (e.g., closing deliveries, governmental filings) need to be considered and continually evaluated as the circumstances evolve.

Labor & Employment (Kathryn McGuigan):

• Keep up to date with federal, state, and local orders—these are changing often and becoming more restrictive. Your business may no longer be an essential business under revised orders.
• Consider all laws and requirements in making furlough, termination, and shutdown decisions. These are changing daily.
• Review the new federal leave laws and emergency funding; your business may find some financial assistance there.
• Be mindful of employee communications and interactions to avoid or lessen future litigation.

Privacy & Cybersecurity (Mark Krotoski):

• COVID-19 introduces new cybersecurity issues that companies need to take into account. This includes new threats that have been noted by federal and other agencies such as phishing and ransomware attacks. There are also new vulnerabilities to address based on company data being accessed or used outside of work.
• A tailored cybersecurity plan should be developed to address these threats and vulnerabilities, including secure connections such as the use of a VPN and encrypted connections; secure end points; secure, locked storage for documents; and training to be alert to the new threats and vulnerabilities, among other tailored steps.
• Companies should review and revisit their company policies (including telework security policies, company confidential information policies, and bring your own device (BYOD) policies) and review their incident response plans and business continuity plans to address remote access as a result of COVID-19.