Perspectives on Corporate & Securities

2020 was an unprecedented year for business owners. It brought a pandemic, a deep recession, a civil rights movement, and civil unrest in cities across America.

The highly anticipated coronavirus relief package was passed by Congress late on December 21, 2020, and is expected to be signed into law in the coming days. 

After months of debate, Congress has passed, and President Trump is expected to sign, a COVID-19 relief, appropriations, and tax bill. Doubtlessly, the Bill, which is nearly 6,000 pages long, will undergo much scrutiny and analysis over the ensuing days and weeks.

States seeking to regulate pharmacy benefit managers (PBMs) and prescription drug pricing received a win from the Supreme Court, which reversed an Eighth Circuit decision that had invalidated an Arkansas law governing pharmacy and PBM conduct on ERISA preemption grounds.

When acquiring shares in a corporation, minority shareholders often evaluate the profitability of the corporation, the value of their shares, and what protections are in place to shield them from wrongdoing at the hands of the controlling shareholders.

On Monday, December 14, Senator Joe Manchin (D-WV) and Senator Susan Collins (R-Maine) introduced the “Emergency Coronavirus Relief Act of 2020,” which would provide another round of relief to combat the economic fallout resulting from COVID-19.

Schiff Hardin LLP acted as counsel to the placement agent in connection with CBAK Energy Technology, Inc.’s registered direct offering of approximately $49.2 million of common stock at a price of $5.18 per share.

Arent Fox is pleased to announce that Real Estate and Corporate Partner Kelli Scheid Smith has been named among the 2020 “Top Women Lawyers” in California by the Daily Journal.

Last week, electric automaker Tesla, Inc. launched its own brand of liquor, “Tesla Tequila,” with supplies selling out almost instantaneously. A team from Arent Fox advised Tesla on all legal aspects.

On November 2, the U.S. Securities and Exchange Commission (SEC) adopted final rules relating to the modernization and harmonization of the private offering framework. These rules were initially proposed on March 4, 2020, and were adopted with few changes based on comments received.

On October 30, the US Small Business Administration quietly and without alerting borrowers, circulated to Paycheck Protection Program lenders a draft questionnaire titled “Paycheck Protection Program — Loan Necessity Questionnaire (For-Profit Borrowers).”

Schiff Hardin LLP has received 46 top-tier rankings in the 2021 edition of U.S. News – Best Lawyers® “Best Law Firms,” nationally recognizing the firm’s premier practices.

Effective October 30, 2020, the Federal Reserve updated its Term Sheets and Frequently Asked Questions (the “Updated FAQs”) describing the Main Street Lending Program (the “Program”) to expand the number of businesses that may be eligible to borrow under the Program.

Minority owners of a business face unique challenges. With limited or no control over the management and governance of a business, minority owners can be unfairly left in the cold or squeezed out. However, deliberate preparation and negotiation at the initial stages of the business can set up minority owners with the necessary tools to eliminate or reduce many of these difficulties and even avoid future conflict.

Schiff Hardin advised Good Works Acquisition Corp. in connection with its initial public offering of 15 million units of securities at $10 per unit.

Join Arent Fox partners David M. Barbash and Lee M. Caplan, along with Hafez R. Virjee, president and co-founder of Delos, a new and innovative arbitration venue specializing in cost-efficient dispute resolution, in our upcoming webinar “Emerging Companies, Possible Points of Friction, and Dispute R

Unlike businesses with a single controlling owner or several owners, a 50/50 business by its very nature is ripe for disagreement between its owners. Owners of a 50/50 business will need to proactively consider how to handle disagreements when setting up their business venture and drafting their operating agreement, shareholders agreement, or partnership agreement.

SPAC transactions present an opportunity for accelerated growth in the AgTech industry, especially in capital-intensive businesses.

For several weeks, parties to pending merger and sale transactions involving Paycheck Protection Program (PPP) loans have been asking what will happen to PPP loan forgiveness applications if a borrower sells its business prior to receiving confirmation of forgiveness; a process that has barely start

Now is the time to review your internal contracts, procedures, marketing materials, and policies and prepare your company to capitalize on the next opportunity.

This post explains steps that Illinois LLCs and their majority members can take to protect otherwise privileged communications from disclosure to minority members in advance of and during litigation.

Schiff Hardin advised Snap-on Incorporated, a leading global innovator and manufacturer, in a $36 million cash offer deal to acquire AutoCrib, Inc.

Schiff Hardin LLP is serving as legal counsel to First Mid Bancshares, Inc. in its pending acquisition of LINCO Bancshares, Inc. for an aggregate purchase price of approximately $144.9 million.

Last month, in Pharmaceutical Care Management Association v. Tufte et al. No. 18-2926 (8th Cir. August 7, 2020), the United States Court of Appeals for the Eighth Circuit invalidated legislation in North Dakota on the grounds that it was preempted by ERISA.

Business divorces are often messy. Those who individually or collectively control a private business sometimes seek to force out owners of non-controlling shares.