Modifications also include public disclosure of accreditation organization survey information and intermediate civil penalty remedies for noncompliance.
Contacts:
Howard J. Young,
Kathleen P. Rubinstein
Coinciding with the end of the UK-EU Brexit transition period, the United Kingdom has dramatically reduced the scope of DAC 6 reporting obligations in the United Kingdom.
Contacts:
Kate Habershon,
Neil McKnight
The US Congress has passed a spending bill that includes $285 billion to extend and expand the Paycheck Protection Program, providing new first-time loans and adding second-draw loans to help support small businesses. This LawFlash discusses the new stimulus package that is part of the Consolidated Appropriations Act, highlighting key provisions and guidance for businesses seeking to participate in the revived program.
Contacts:
Andrew T. Budreika,
Matthew Edward Schernecke,
Sandra J. Vrejan,
Julia Frost-Davies,
Shah M. Nizami,
Sheila A. Armstrong,
Stephen E. Ruscus,
Benjamin W. Stango,
Jennifer Breen,
Eric Albers-Fiedler
The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings, increasing the number of alternatives to traditional initial public offerings.
Contacts:
Justin W. Chairman,
Leland S. Benton,
Brian V. Soares
The coronavirus (COVID-19) pandemic constituted a “natural disaster” under a contract’s force majeure provision, Judge Denise Cote of the US District Court for the Southern District of New York recently ruled in JN Contemporary Art LLC v. Phillips Auctioneers LLC, No. 20-cv-4370, 2020 WL 7405262 (SDNY Dec. 16, 2020). This decision appears to be one of the first by a federal judge concerning such contractual language. Other courts may look to Judge Cote’s lengthy analysis of the meaning of the phrase “natural disaster” in this context when interpreting similar contractual language.
Contacts:
Bernard J. Garbutt III,
Grant R. MacQueen
Morgan Lewis partners and co-heads of the firm’s privacy and cybersecurity practice Mark Krotoski and Reece Hirsch spoke with Law360 about the major privacy and cybersecurity developments that occurred in 2020. In the article, Reece discussed the California Consumer Privacy Act and Mark outlined the oral arguments in US Supreme Court cases that addressed robocalls.
Contacts:
Mark L. Krotoski,
W. Reece Hirsch
Lawyers from our London practice have contributed to Lexology’s Getting the Deal Through (GTDT) – Distressed M&A 2021 guide. The UK chapter features insight from lawyers in our corporate, finance, tax, and antitrust practices.
Contacts:
Mark Geday,
Paul Denham,
Neil McKnight,
Joanna Christoforou
From 1 January 2021 the United Kingdom will cease to follow EU rules, bringing significant changes to trademark law in the United Kingdom and European Union that are relevant to all owners of UK and EU trademarks.
Contacts:
Nick Bolter,
Karen A. Butcher
The Brexit “transition period” will come to an end on 31 December 2020, and from 1 January 2021, the United Kingdom will cease to follow EU rules. This brings significant changes to design law in the United Kingdom and European Union, relevant to all owners of Registered
Contacts:
Nick Bolter,
John L. Hemmer
Morgan Lewis partner Sheryl Orr spoke with Law360 about the coronavirus (COVID-19) pandemic’s impact on the deal-making process. In terms of how videoconferencing is helping get mergers and acquisitions done, Sheryl said, "It's much more similar to being in the room."
Contacts:
Sheryl L. Orr
The Consumer Financial Protection Bureau (Bureau or CFPB) issued two final rules on December 10 with significant implications for the mortgage marketplace. Of the two final rules from the Bureau, one drastically simplifies the definition of a “qualified mortgage,” or “QM,” and the other provides an alternative pathway to QM safe harbor status for certain seasoned mortgage loans, which together may encourage innovation in the mortgage market and potentially help to bring certainty to secondary market participants.
Contacts:
Eamonn K. Moran,
David I. Monteiro,
Jeffrey R. Johnson,
Asa J. Herald,
Keith L. Krasney,
Harlyn Bohensky
Shareholder activism in the United States and worldwide was noticeably down in 2020 when compared to 2019, and that decline was largely due to the impact of the coronavirus (COVID-19) pandemic.
Contacts:
Keith E. Gottfried
The Internal Revenue Service recently released Revenue Ruling 2020-27 and Revenue Procedure 2020-51, which provide guidance on the deductibility of certain expenses paid or incurred in a taxpayer’s business using loan proceeds from a “covered loan” provided under the CARES Act’s Paycheck Protection Program.
Contacts:
Daniel A. Nelson,
Meghan E. McCarthy
New York Governor Andrew Cuomo signed New York State Senate Bill S01475, which reforms New York State law surrounding automatic renewals for consumer contracts, on November 11.
Contacts:
Vito Petretti,
Oliver Bell
Morgan Lewis partner Mark Krotoski spoke with Law360 about a cybersecurity and privacy case before the US Supreme Court that seeks to resolve a longstanding circuit split about the circumstances under which companies, organizations, and government agencies can enforce access restrictions on information and data under the Computer Fraud and Abuse Act.
Contacts:
Mark L. Krotoski
Partner Julia Frost-Davies’ comments from a recent virtual panel at Beard Group’s Distressed Investing Conference were highlighted in a Bloomberg article about major retail bankruptcies amid the coronavirus (COVID-19) pandemic.
Contacts:
Julia Frost-Davies
The shock, turmoil, uncertainty, and lack of visibility that followed the immediate onset of the coronavirus (COVID-19) pandemic in March 2020 were significant factors accounting for why shareholder activism was relatively subdued during the 2020 proxy season.
Contacts:
Keith E. Gottfried
Morgan Lewis partners Susan Harthill, Jennifer Breen, and Kenneth Polite authored a Law360 article about the pace of personnel changes that could result in federal agencies under a Biden administration.
Contacts:
Susan Harthill,
Jennifer Breen,
Kenneth A. Polite, Jr.
As the number of coronavirus (COVID-19) cases continue to rise throughout the country and the impact of the pandemic on employers continues unabated, many employers and employees are exploring not only how to work remotely, but whether and where to work remotely. Remote work continues to be required or strongly encouraged in some areas, and remote work may also appeal to employers as they respond to employee concerns about in-person work and consider potential cost savings. However, businesses that either ask or permit employees to work remotely on a long-term basis should be cognizant of the numerous potential legal implications, as well as business concerns that these arrangements can create.
Contacts:
Sharon Perley Masling,
Carrie A. Gonell,
Cosimo A. Zavaglia,
Daniel A. Kadish
Here’s what we know: After the November 3 US election, the Biden-Harris ticket has 290 electoral votes, 20 more than what is needed to win (with one state, Georgia, undecided). Senate Republicans hold a two-seat advantage (50-48) with the two Georgia seats undecided, and House Democrats maintain control with a current advantage of 221-205 (218 is needed to retain the majority) and 9 races undecided.
Contacts:
Timothy P. Lynch
With only weeks until the US presidential administration changes hands, companies and consumers alike are anticipating what a Biden presidency will mean for consumer financial protection and for the Consumer Financial Protection Bureau (CFPB), the agency charged with overseeing it. Partner Robin Nunn and of counsel Eamonn Moran outline some of the changes that may lie ahead.
Contacts:
Robin Nunn,
Eamonn K. Moran
Morgan Lewis partner Omar Shah was quoted in an article by Global Competition Review after the UK’s Competition and Markets Authority (CMA) on 6 November published draft updates to two of its merger guidance documents in preparation for the end of the Brexit Transition Period on 31 December 2020.
Contacts:
Omar Shah
The shock, turmoil, uncertainty, and lack of visibility that followed the immediate onset of the coronavirus (COVID-19) pandemic in March 2020 were significant factors accounting for why shareholder activism was relatively subdued during the 2020 proxy season. However, given that activist investors have now had more than eight months to acquire their “sea legs” and recalibrate their playbook for the evolving “new normal,” it is likely that, even as the COVID-19 pandemic shows no signs of abating, activist investors will be less reluctant to wage an activism campaign in whatever “new normal” we find ourselves in during the 2021 proxy season.
Contacts:
Keith E. Gottfried
Join Morgan Lewis for the first session of a new webinar series, the Morgan Lewis Global Sponsor Forum. We will discuss potential implications of the 2020 US election results across various private fund targeted industries, including healthcare and life sciences, energy and infrastructure, credit, technology, and education. This new webinar series will examine key trends, terms, and issues across these various industry sectors.
President-elect Joseph Biden has indicated that he will make significant changes to the policies and practices of the prior administration that will impact the public and employers, including in the sports industry.
Contacts:
Elizabeth C. Polido,
Louise Skinner,
Sharon Perley Masling
Morgan Lewis of counsel Eamonn Moran spoke with CBS Moneywatch about the US Consumer Financial Protection Bureau’s (CFPB’s) final rule regarding how collectors can use new communication methods.
Contacts:
Eamonn K. Moran
Nonprofit organizations are on the front lines in the battle against the coronavirus (COVID-19), but they also number among the many victims of COVID-19’s devastating financial impact. In response, the Federal Reserve recently announced that loans would be available to nonprofit borrowers under the Main Street Lending Program, and issued a FAQ on two new facilities—the Nonprofit Organization New Loan Facility and the Nonprofit Organization Expanded Loan Facility.
Contacts:
Matthew Edward Schernecke,
Alexander L. Reid,
Negin Fatahi ,
Andrew T. Budreika,
Benjamin W. Stango,
Matthew R. Elkin,
Shira M. Helstrom,
Celia Roady,
Chelsea R. Rubin,
Caroline W. Waldner
Morgan Lewis of counsel Eamonn Moran spoke with USA Today about the US Consumer Financial Protection Bureau’s final rule regarding overdue debt collections. In the article, he discussed the rule’s implications for consumers.
Contacts:
Eamonn K. Moran
Morgan Lewis of counsel Eamonn Moran spoke with Bloomberg Law for an article about the US Consumer Financial Protection Bureau’s final debt collection rule. In the piece, Eamonn noted that the appellate courts and possibly the US Supreme Court may need to clarify what constitutes meaningful attorney involvement due to the lack of uniform standard.
Contacts:
Eamonn K. Moran
The US Department of Health and Human Services (HHS) issued two welcome announcements on October 22 relating to the CARES Act Relief Fund Provider Relief Fund (PRF). First, the agency expanded the pool of eligible recipients to “include provider applicants such as residential treatment facilities, chiropractors, and eye and vision providers that have not yet received Provider Relief Fund distributions.”
Contacts:
Howard J. Young,
Gregory N. Etzel
The Internal Revenue Service (IRS) has issued Revenue Procedure 2020-44 (the Revenue Procedure) providing interim guidance for taxpayers moving away from Interbank Offered Rates (IBORs) to fallback provisions issued by the Alternative Reference Rates Committee (ARRC) or the International Swaps and Derivatives Association (ISDA). Here is why the guidance, though fairly constrained, is welcome news for several reasons.
Contacts:
Charles R. Bogle,
Sarah A. Nelson,
Jeffrey Funston
Micro and small companies will be able to use a “Simplified Insolvency Programme” to be introduced by proposed amendments to Singapore’s Insolvency, Restructuring, and Dissolution Act 2018 (IRDA).
Contacts:
Guan Feng Chen,
Sin Teck Lim,
Jonathan Tang
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 underperforming distressed assets are increasingly available across Europe. Countries across the region have also adapted insolvency laws to facilitate transactions and support economic activity. This first edition of our Sovereign Wealth Funds Update discusses the prevailing conditions, with particular reference to the United Kingdom, France, and Germany, including key considerations for sovereign wealth funds seeking to engage in distressed M&A transactions.
Contacts:
Mark Geday,
Joanna Christoforou,
Allison Soilihi,
Torsten Schwarze
Partners Charles Horn and Donald Waack, of counsel Eamonn Moran, and associate Sarah Riddell authored a Law360 article about the interpretive letter issued by the US Office of the Comptroller of the Currency on September 21 clarifying that national banks and FSAs are authorized to hold stablecoin reserve. In the piece, they discussed the compliance considerations and key takeaways for companies.
Contacts:
Charles M. Horn,
Donald S. Waack,
Eamonn K. Moran,
Sarah V. Riddell
Morgan Lewis partners Matthew Schernecke and Kristen Campana authored a Bloomberg Law article about the concessions lenders have made in exchange for additional credit support, capital contributed, and/or additional covenants amid the coronavirus (COVID-19) pandemic.
Contacts:
Matthew Edward Schernecke,
Kristen V. Campana
The US Department of the Treasury and the Internal Revenue Service have issued guidance with respect to US President Donald Trump’s August 8, 2020 Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster. The notice allows an employer to opt to postpone the withholding and depositing of certain employer-share Social Security taxes until repayment is required in 2021; it does not waive liability for the underlying taxes.
Contacts:
Mary B. Hevener,
Steven P. Johnson,
Jonathan Zimmerman,
Anna M. Pomykala
Section 1071 of the Dodd-Frank Act amended the Equal Credit Opportunity Act (ECOA) to require financial institutions to compile, maintain, and submit to the Consumer Financial Protection Bureau (CFPB or Bureau) certain data on applications for credit for women-owned, minority-owned, and small businesses.
Contacts:
Eamonn K. Moran,
David I. Monteiro,
Robin Nunn,
Nicholas M. Gess
