Recent Blog Posts

  • September in Brief (Bankruptcy and Finance) 2021 When Did Business Cease for Purposes of Employees’ Priority Claims? By Michael Enright Judge Gross of the U.S. Bankruptcy Court in Delaware shed new light on an old question recently—how to determine whether there was a “cessation of business” by the Debtor before the petition date, and if so, when did it occur? The question is important because it governs the application of Section 507(a)(4) and (5) for purposes of determining the priority claims of terminated employees. Those employees are entitled... More
  • September in Brief (Securities Law) 2021 Securities Regulation SEC Staff Scrutiny of Climate Change Disclosures Has Arrived: What to Expect and How to Respond By Andrew Fabens, Brian Lane, Courtney Haseley, Elizabeth Ising, James Moloney, Lori Zyskowski, Michael Titera, Thomas Kim, and Ronald Mueller, Gibson, Dunn & Crutcher Recently, the SEC’s Division of Corporation Finance has issued a number of comment letters relating exclusively to climate change disclosure issues. The letters we have seen to date comment on companies’ most recent Form 10-K filings, including those of calendar year... More
  • September in Brief (Mergers and Acquisitions) 2021 Domestic M&A Delaware Chancery Court Orders Stockholders’ Derivative Claim Challenging 2017 Merger to Proceed By Dixon Babb On September 21, 2021, the Delaware Court of Chancery (the “Court”) ordered that a stockholder suit accusing the defendants of setting up an overpriced, $875 million deal would proceed to trial. The claim arose out of the 2017 acquisition of Berkeley Point Financial LLC, a designated underwriting and servicing lender for multi-family and commercial mortgages (“Berkeley”), by BGC Partners, Inc., a provider of brokerage and... More
  • September in Brief (Internet Law and Cyber-Security) 2021 Illinois Law Protects Household Data By Sara Beth A.R. Kohut, Young Conaway Stargatt & Taylor, LLP Illinois has passed the Protecting Household Privacy Act, which takes effect January 1, 2022. Under the Act, law enforcement officials cannot obtain “household electronic data” from third parties without a warrant or consent. The law protects data provided to devices that are primarily intended for use within a single- or multi-family dwelling, but such devices do not include personal computers, smart phones, tablets, modems, routers, wireless... More
  • September in Brief (Corporations, LLCs and Partnerships) 2021 Delaware Supreme Court Overturns Gentile v. Rosette, Clarifying Direct Versus Derivative Claim Analysis By David A. Seal, Jacqueline A. Rogers, Matthew F. Davis, Michael A. Pittenger, and Peter J. Walsh, Potter Anderson & Corroon LLP In Brookfield Asset Management, Inc. v. Rosson, the Delaware Supreme Court overturned its oft-criticized decision in Gentile v. Rosette, 906 A.2d 91 (Del. 2006). Gentile held that a stockholder who allegedly suffers dilution as a result of a controlling stockholder increasing its holdings had standing to pursue... More
  • September in Brief (Business Regulation and Regulated Industries) 2021 Consumer Finance  President Biden Nominates Privacy Advocate Alvaro Bedoya as FTC Commissioner By Eric Mogilnicki & Lucy Bartholomew, Covington & Burling LLP On September 13, 2021, President Biden announced the nomination of Alvaro Bedoya to serve as Federal Trade Commission (FTC) Commissioner. Bedoya is currently a professor at Georgetown University Law Center, where he leads the Center on Privacy & Technology. He has argued for a right to privacy, written extensively about government surveillance, and challenged large technology companies on their privacy practices.... More
  • September in Brief (Business Litigation and Dispute Resolution) 2021 Business Litigation Target Company’s Decision to Terminate Merger Agreement Extinguished Breach of Contract Claims By Lakshmi Muthu and Skyler Speed, Young Conaway Stargatt & Taylor, LLP In Yatra Online, Inc. v. Ebix, Inc., 2021 WL 3855514 (Del. Ch. Aug. 30, 2021), the Court of Chancery determined that under the terms of a merger agreement, plaintiff and target company Yatra Online Inc. (“Yatra”) extinguished its breach of contract claims when it elected to terminate a merger agreement before suing defendant buyer Ebix, Inc. (“Ebix”)... More
  • August in Brief (Business Regulation and Regulated Industries) 2021 Banking Law FFIEC Issues New Guidance on Authentication and Access to Financial Services and Systems By Eric Mogilnicki & Uttara Dukkipati, Covington & Burling LLP On August 11, 2021, the Federal Financial Institutions Examination Council (“FFIEC”) issued guidance to provide financial institutions with examples of effective risk management principles and practices for access and authentication.  As described by the FFIEC, “These principles and practices address business and consumer customers, employees, and third parties that access digital banking services, and financial institution information... More
  • August in Brief (Securities Law) 2021 Securities Regulation SEC Approves Nasdaq’s Board Diversity Rule By Alan J. Wilson, WilmerHale On August 6, the Securities and Exchange Commission (“SEC”) approved Nasdaq listing rules related to board diversity.  The new Board Diversity Rule establishes diversity objectives for different classes of Nasdaq-listed companies and related disclosure requirements.  Subject to some exceptions, the Board Diversity Rule establishes an objective for each Nasdaq-listed company to have two “Diverse” (as defined in the rule) Board members, including one who self-identifies as female and one who self-identifies... More
  • August in Brief (Mergers and Acquisitions) 2021 Domestic M&A Abandoned SPAC Merger Leads to Claims of Investment Company Act Violations By Yelena Dunaevsky On August 17, 2021, former SEC commissioner and now NYU law professor Robert Jackson and Yale law professor John Morley, representing a shareholder of Bill Ackman’s SPAC, Pershing Square Tontine Holdings Ltd., filed a derivative suit in the Southern District of New York on behalf of the SPAC and against the SPAC’s directors, its sponsor and others. Although SPACs have faced multiple lawsuits, including 20 securities class... More