Protecting & Growing Your Business

Following the enactment of the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act in December 2020, the Biden administration announced several changes to the Paycheck Protection Program on February 22, 2021 aimed at providing greater access to funds for underserved businesses and communities. This LawFlash discusses these recent changes, highlighting key provisions and guidance for businesses seeking to participate in the program before it officially expires on March 31, 2021 (pending any additional legislation from Congress).

Mexico’s Federal Consumer Protection Agency (Procuraduría Federal del Consumidor (PROFECO)) on February 26 announced its new voluntary Ecommerce Ethics Code (Código de Ética en Materia de Comercio Electrónico), which may be adopted by entities doing online business in Mexico. Although the adoption of the Ecommerce Ethics Code is voluntary, it signals the authority’s baseline expectation for market participants, and sets forth the parameters and guidelines for suppliers of goods and services that operate through digital platforms or virtual salesrooms.

The European Commission adopted a roadmap for the European Union's digital economy until 2030 on February 10, 2021.

Virginia has become the second state in the United States to pass a comprehensive data privacy law after the Virginia Consumer Data Protection Act (CDPA) passed both houses of Virginia’s state legislature in February with overwhelming bipartisan support and was promptly signed into law by Virginia Governor Ralph Northam. The CDPA has a number of key similarities to the California Consumer Privacy Act (CCPA), the California Privacy Rights Act (CPRA), which comes into effect in 2023, and the European Union’s General Data Protection Regulation (GDPR), and it follows a similar framework with proposed data privacy bills pending in other statehouses.

Cybersecurity has earned its place at the top of organizations’ risk concerns during the COVID-19 pandemic. Remote working, an array of communication solutions and hardware being used by organizations, and the accelerated leveraging of cloud-based outsourcing solutions have increased the chain of potential vulnerabilities to cyberattacks.

The German Act on the Further Development of the Restructuring and Insolvency Law (Sanierungs- und Insolvenzrechtsfortentwicklungsgesetz – SanInsFoG) took effect on January 1, 2021, transforming the European Restructuring Directive of June 20, 2019 ((EU) 2019/1023) and introducing a self-administrated restructuring option outside the standard insolvency proceeding.

Virginia employers should take note of how the new COVID-19 permanent standard differs from last summer’s temporary standard and ensure that training and policies are updated accordingly.

Recent proposed changes to the Singapore Electronic Transactions Act would allow for the digitalization of cross-border trade documents and other important legal documents.

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.

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.

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.

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

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."

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.

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.

The US federal government has taken significant actions to quell the economic fallout for businesses weathering the coronavirus (COVID-19) pandemic, including the Federal Reserve providing $600 billion through the Main Street Lending Program, intended to support US companies that were in sound financial condition before the COVID-19 crisis.

The Small Business Administration recently announced new questionnaires for purposes of gathering information from borrowers related to the economic necessity certification under the Paycheck Protection Program.

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.

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.

With the US Food and Drug Administration’s first issuance of an Emergency Use Authorization for a COVID-19 vaccine, employers should consider the implications a new vaccine will have on their workplaces. Although much remains speculative, employers can look to the regulation of current vaccines as the basis for their preliminary planning. Those who begin to plan now will be better positioned to navigate the various risks and issues involved.

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.

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.

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.

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.

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.

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.

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.

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.