Insights on Corporate & Securities

On March 23, 2020, Governor Baker issued an executive order closing the “brick and mortar” operations of all non-essential businesses. Nearly two months later, on May 18, he announced his four-part plan to “reopen” the Massachusetts economy. 

In its most recent effort to mitigate adverse effects of the COVID-19 pandemic on U.S. securities markets and to ease issuers’ access to capital, the NASDAQ Stock Market implemented a temporary exception from its shareholder approval requirements through June 30, 2020, effective immediately.

Schiff Hardin LLP represented Altaris Capital Partners LLC, a private investment firm focused on the healthcare industry, in its $650 million acquisition of substantially all of Kindeva Drug Delivery from 3M Company.

Revised term sheets and FAQs issued by the Federal Reserve Board expand the program and provide additional guidance for borrowers affected by the COVID-19 crisis. A chart outlining the updated term sheets can be found in the link below.

On April 30, the IRS released guidance providing that Paycheck Protection Program (PPP) loan borrowers may not deduct costs that are paid for with loan proceeds that are forgiven under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.

Chambers USA: America’s Leading Lawyers for Business has recognized 29 Arent Fox LLP attorneys as leaders in their field.

Earlier today, the U.S. Senate passed a bill appropriating additional funding to the Paycheck Protection Program, which ran out of funds in the middle of last week. The House is expected to pass the measure on Thursday, after which President Trump is expected to sign it into law.

Arent Fox is pleased to announce the expansion of its Corporate & Securities practice with the addition of Partner Tal M. Unrad in Boston.

In continuation of the comprehensive nationwide regulatory effort to mitigate adverse effects of the COVID-19 pandemic on U.S. capital markets and ensuing market volatility, the NASDAQ Stock Market has proposed listing rule changes designed to ease the compliance burden.

Using the authority contained in Section 13(3) of the Federal Reserve Act, the Federal Reserve and the Secretary of the Treasury established the Main Street Lending Program to make up to $600 billion in loans available to small and mid-sized businesses. 

The Main Street Lending Program (the Program) is separated into two distinct facilities – the Main Street New Loan Facility (MSNLF) and the Main Street Expanded Loan Facility (MSELF). The points below outline why the Program could be attractive to hotel owners, hotel operators, and their lenders.

As the White House extends its “social distancing” advisory through April 30, 2020, companies must find a path to conduct shareholder meetings while discouraging gatherings to curb the spread of COVID-19.

In anticipation of the raft of earnings releases and analyst and investor calls that will take place in the next few weeks, the U.S. Securities and Exchange Commission (SEC) issued a public statement in which SEC Chairman Jay Clayton and Director of the Division of Corporation Finance William Hinman urge issuers to provide robust, forward-looking disclosures regarding the impact of COVID-19 in their upcoming earnings releases and analyst and investor calls.

The CARES Act authorized the Secretary of the Treasury to make up to $500 billion in loans, loan guarantees, and other investments for eligible businesses, States, and municipalities.

Massachusetts has amended its list of “COVID-19 Essential Services” and provided some additional guidance on its “Frequently Asked Questions” page.  The changes seem intended to clarify more businesses may remain open especially if they are important to the continued operations of an existing COVID-

The COVID-19 pandemic continues to create disruption around the globe, raising obvious questions about our health and wellbeing, and presenting significant business and economic challenges.

On March 25, the U.S. Securities and Exchange Commission (SEC) granted public company regulatory relief and issued Staff guidance regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.

The COVID-19 pandemic has led to widespread reports of price gouging on hand sanitizer, protective masks, gloves, and other essential supplies.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act provides $2 trillion in stimulus in response to the COVID-19 pandemic.

Under the CARES Act, a $500 billion pool of money was created to make loans, loan guarantees, and other investments for distressed businesses that do not qualify for the small business relief, including airlines, large nonprofit companies, states, and municipalities.

The Coronavirus Aid, Relief, and Economic Security (CARES) Act appropriates $150 billion toward COVID-19 relief for fiscal year 2020. The vast majority of this amount will go to the states, although $3 billion is reserved for distribution to the District of Columbia and U.S. territories, and $8 billion will go to Tribal governments.

Since last week when we wrote about the “shelter in place” and “stay at home” orders issued in California, New York, and Illinois, many more states have issued similar orders. The general discussion from our prior alert still applies, but below is an up-to-date list of the states that have adopted the stay-at-home approach to fighting the spread of COVID-19.

The SEC extended its previously granted public company regulatory relief and issued staff guidance yesterday regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.

Earlier this week, the IRS released updates on the status of its operations as the COVID-19 outbreak continues and also on the IRS’s new People First Initiative. In addition, Illinois extended its tax filing and payment deadline (but not the deadline to make estimated tax payments) to match the IRS July 15 deadline.

On March 13, 2020, the Division of Corporate Finance of the Securities and Exchange Commission published guidance (Staff Guidance for Conducting Annual Meetings in Light of COVID-19 Concerns) to assist issuers of securities in navigating their legal requirements to hold annual meetings.