The COVID-19 pandemic has created a wide range of legal and business issues that entities around the globe must navigate. Outlined below are topics covered by our attorneys in response to these challenges. Click on one of the links to be directed to our collection of thought leadership addressing issues within that particular area.
- Activism
- Compensation
- Competition Filings
- Contractual Provisions
- Courts/Litigation
- Cybersecurity and Privacy
- Deal Activity
- Debt/Equity Repurchases
- Director Duties
- Disclosure
- Economic Relief Programs
- Employment
- Europe
- Event Cancellation
- Financing and Liquidity
- Guidance
- Restructuring and Debt Obligations
- Russia
- Securities Trading
- Tax
- Virtual Meetings
Publications
Insights – June 2021
- Shareholder Proposal No-Action Requests in the 2021 Proxy Season: Dearth of No-Action Response Letters Leaves Companies Guessing
Although the SEC staff issued fewer written no-action response letters during the 2021 proxy season than in previous years, a number of notable decisions and trends emerged, providing important guideposts to understanding the staff’s current approach.
- International Companies Turn To US Restructurings for COVID-19 Relief
Foreign entities need only minimal U.S. ties to qualify for relief under the country’s sophisticated and debtor-friendly reorganization laws.
- UK Private Equity After COVID-19: Same Old, Same Old?
As U.K. private equity adjusts to post-pandemic life, changes to the industry caused or accelerated by COVID-19 may have a long-term impact, including more varied investment approaches, greater sectoral focus and heightened ESG scrutiny.
- Key Labor Considerations for Return-to-Office Plans
As U.S. vaccination rates rise and states and municipalities lift restrictions, employers must consider a wide range of issues before employees return to work, including vaccine policies, testing considerations, and customer and client interactions.
The Informed Board – June 16, 2021
Four Questions on Directors’ Minds as the World Returns to Work
Companies generally will be allowed to require employees to return to the office or other facility and to mandate vaccinations and/or testing. But they will need to observe state and federal laws, apply their rules evenhandedly and be alert to permitted exceptions.
One Year of COVID-19: The Government’s Efforts To Address CARES Act Fraud
April 26, 2021
In 2021, the U.S. government announced the first civil settlement with a company regarding CARES Act fraud. The government’s novel use of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 in that case bears watching, as the act provides significantly wider enforcement capabilities than does the traditionally used False Claims Act, including a lower burden of proof for violations, longer statutes of limitation and higher potential fines for companies found to commit fraud.
COVID-19’s Impact on M&A Transactions and Material Adverse Effect Clauses
Latin America Dispute Resolution Update – March 2021
The Impact of COVID-19 on Construction and Infrastructure Projects
Latin America Dispute Resolution Update – March 2021
Considerations for Employers Requiring Staff To Get a COVID-19 Vaccine
UK Employment Flash – February 2021
As the focus shifts to a post-pandemic reality with the rollout of COVID-19 vaccines, we consider how UK employers should approach the requirement that their staff be vaccinated.
Further Institutional Investor Guidance for UK-Listed Companies on Impact of COVID-19 for Executive Compensation
UK Employment Flash – February 2021
Pay levels, reward structures and the widening gap between workforce and management pay have come under ever greater scrutiny in the UK. We have summarized the 2020 guidance given by The Investment Association, and recently by proxy advisory firms Glass Lewis and Institutional Shareholder Services, on approaches to compensation in the context of the COVID-19 pandemic.
Despite Pandemic-Related Disruptions, Securities Class Action Filings Remain High With No Signs of Slowing
2021 Insights – January 26, 2021
Despite unprecedented disruptions to the court system from the COVID-19 pandemic, plaintiffs continued to bring securities class actions at elevated levels in 2020 — a sign that filings will remain high in the year ahead.
Uptick in Restructurings May Outlast COVID-19 Pandemic
2021 Insights – January 26, 2021
The COVID-19 pandemic has caused massive disruption across the globe, resulting in a significant uptick in U.S. restructuring activity. But many experts believe we have yet to see the full extent of the surge in filings that will occur in the aftermath of the COVID-19 crisis. The amount of leveraged loans that becomes due in the next five years, combined with the economic impact of COVID-19, may serve as the catalyst for the next wave of restructuring.
US Corporate Governance: The Ascension of ESG
2021 Insights – January 26, 2021
The events of 2020 and their aftermath have made it clear that ESG is not a fad that will recede, even during a crisis. If anything, 2020 made ESG’s importance clear and firmly established it as being a more important engagement and voting topic going forward.
COVID-19 Testing and Vaccination of Employees in France
January 18, 2021
On December 20, 2020, the French government published a circular detailing clear rules for COVID-19 testing in France, and, under specific conditions, employers can now lawfully test their employees. The rules feature a voluntary system, highlight doctor-patient confidentiality, and further direct employers regarding how to meet their legal obligations to guarantee the health and safety of employees and implement necessary measures to limit the spread of the virus.
France Extends COVID-19 Interim Rules on Foreign Investments and Vetoes Teledyne’s Acquisition of Photonis
December 23, 2020
On December 18, 2020, French Minister for the Economy Bruno Lemaire announced that the COVID-19 interim rules on foreign investment control, which were initially set to expire December 31, 2020, will be extended to December 31, 2021. The interim rules are part of the French government’s policy response to the economic implications of the COVID-19 pandemic for French strategic assets. On the same day, the French authorities officially confirmed their veto of the proposed acquisition of Photonis, a leading French optronic technologies firm, by the U.S. group Teledyne, setting a precedent for cross-border M&A deals involving highly sensitive business activities in France.
Investment Management Retrospective: 2020’s Second Half / COVID-19 Update
December 21, 2020
- President Trump Issues ‘Executive Order on Regulatory Relief To Support Economic Recovery’ >
- SEC Extends Relief for Virtual Meetings of Fund Boards >
- No-Action Relief Statement on SEC Filing Signature Requirements >
- Staff Statement Regarding Temporary International Mail Service Suspensions to Certain Jurisdictions Related to the COVID-19 Pandemic >
- SEC Issues Risk Alert: Select COVID-19 Compliance Risks and Considerations for Broker-Dealers and Investment Advisers >
The New Normal: ESG Drivers and the COVID-19 Catalyst
November 12, 2020
In this article co-authored by Skadden attorneys and FTI Consulting, we review the approach companies have taken in relation to environmental, social and governance (ESG) issues during the COVID-19 pandemic. Many companies have continued to intensify their ESG efforts and communications with stakeholders in this important area during the ongoing crisis, and, in fact, in many instances this has accelerated preexisting trends towards greater transparency while underscoring the role of business in confronting wider societal issues.
WEX Win Interpreting COVID-19 Material Adverse Effect Shows M&A Drafting Traps
October 15, 2020
On October 12, 2020, in Travelport Ltd & Ors v WEX Inc, the English High Court handed down a rare judgment on material adverse effect (MAE) clauses, which WEX invoked in an attempt to pull out of a $1.7 billion acquisition. In ruling on a preliminary issue, the court upheld the MAE clause’s natural, broad meaning, thus providing WEX with a foundation upon which to cancel the deal and highlighting the need for careful drafting of such clauses.
OMB Announces Best Practices for Regulatory Enforcement and Adjudication
October 13, 2020
A recent government memorandum implementing an executive order that calls for regulatory relief amid the COVID-19 pandemic has the potential to affect federal agencies’ approach to investigations and enforcement. The executive order and memorandum reflect a preference for leniency and a desire to ease the burdens placed on companies responding to enforcement activities.
European High-Yield Market Responds to COVID-19
September 30, 2020 – Quarterly Insights
Despite the business interruption COVID-19 has caused, especially early in the year, the European high-yield market remains strong. Adaptation to the current environment and innovation in bond terms and covenants continue to characterize the high-yield market in these unparalleled times.
Planning Ahead: Virtual Shareholder Meetings in the 2021 Proxy Season
September 30, 2020 – Quarterly Insights
Although the future of the COVID-19 pandemic and the prospects for in-person shareholder meetings are unclear, companies have the ability to plan for virtual shareholder meetings in a more orderly and methodical fashion than they did for 2020 meetings. Companies may want to engage with their shareholders now to obtain investor feedback and prepare for “virtual proxy season 2.0.”
Shareholder Derivative Suits Likely To Extend to COVID-19, Racial Equality
September 30, 2020 – Quarterly Insights
Companies can expect to see shareholder derivative litigation related to allegations surrounding COVID-19 and structural racism filed over the next year. Boards are well advised to actively monitor the company’s response to and disclosures on those issues to minimize their risk of exposure to such suits.
Sustainability-Linked Loans on the Rise Despite COVID-19
September 30, 2020 – Quarterly Insights
While COVID-19 represented a shock to the global economy, in the long run the pandemic may become a catalyst rather than a dampener of the growing popularity of sustainability-linked loans, which were developed to promote environmental, social and governance policies and practices. Sustainability-linked loans provide incentives to borrowers to achieve their ESG goals.
When Arbitration Meets Bankruptcy: Considering Arbitration Options in the Wake of a Growing Rise in Corporate Insolvencies
September 30, 2020 – Quarterly Insights
Companies with arbitration clauses in their commercial agreements may wish to consider the impact of insolvency on their options for pursuing pending or future arbitrations, especially as the long-term effects of COVID-19 play out as more companies consider restructurings.
Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses
September 30, 2020
On September 29, 2020, the French government released its 2021 draft budget, which seeks to mitigate the economic impact of the COVID-19 crisis with several proposed tax cuts geared toward businesses. Among other measures, the budget would continue French efforts to lower corporate taxes to 25% by 2022 and introduce a long-awaited VAT grouping regime.
Considerations for Continuing To Work From Home During COVID-19
September 10, 2020
As it becomes clear that working from home was not just for the initial period of lockdown but is likely to continue for at least the duration of the COVID-19 pandemic, UK employers that have not already done so should consider putting in place a more fulsome work-from-home policy. Doing so will provide an effective way to address important considerations for managing employees who continue to work remotely.
Questions and Answers Regarding Collective Redundancies in France
September 8, 2020
As part of its response to the COVID-19 pandemic, the French government implemented a generous furlough system designed to protect companies and avoid redundancies. With the end of that system approaching, many companies will soon need to restructure their workforces. This Q&A addresses 10 questions clients most frequently ask when considering collective redundancies in France.
France Issues Interim Rules on Certain Foreign Investments in Response to COVID-19
July 28, 2020
The French government has issued interim rules that lower the applicable threshold triggering French foreign investment control for investments by non-European investors in certain French publicly listed corporations. The rules are part of the government’s policy response to the economic implications of the COVID-19 pandemic for French strategic assets.
Liability Protections in Coronavirus Relief Legislation
July 27, 2020
The SAFE TO WORK Act, introduced on July 27, 2020, would provide relief to American businesses, educational institutions, nonprofit organizations and health care providers impacted by the COVID-19 pandemic. By moving coronavirus-related lawsuits into federal court and codifying what are viewed as common sense liability protections, the proposed legislation would limit the prospect of litigation while preserving the rights of injured individuals to pursue legitimate claims against grossly negligent defendants. This is the long-awaited Senate leadership liability protection proposal that Congress is expected to consider as part of the overall Phase 4 pandemic relief package.
Employment Flash
July 2020
This edition of Employment Flash summarizes key employment law issues related to COVID-19 as well as two seminal U.S. Supreme Court rulings that protect gay and transgender employees from discrimination, and clarify the standard for age discrimination suits against the federal government. We also discuss other labor and employment-related developments in the U.S. — including from the EEOC, DOL and NLRB — as well as in the U.K., France and Germany.
