Recent Blog Posts

  • March in Brief (Mergers and Acquisitions) 2021 M&A Law Court Holds Acquisition of GetGo Did Not Rise to the Level of Securities Fraud   By Dixon Babb   On March 18, 2021, the United States District Court for the District of Massachusetts (the “Court”) dismissed a lawsuit brought against LogMeIn, Inc., a subscription-based provider of services to mobile professionals and IT service providers (“LogMeIn”), that was filed in 2018 in connection with LogMeIn’s acquisition of GetGo, Inc., a food-ordering technology platform (“GetGo”). Plaintiffs alleged that LogMeIn made fraudulent statements regarding its status and financial projections following its... More
  • March in Brief (Business Regulation and Regulated Industries) 2021 Banking Law  Banks’ Federal Regulators Update COVID-19 CRA Guidance  By Aaron Kouhoupt, McGlinchey Stafford, PLLC  On March 8, 2021, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency (the “Agencies”), updated their earlier guidance for Community Reinvestment Act (“CRA”) considerations  in response to the coronavirus pandemic. The update includes five new FAQs that are designed to clarify how a financial institution’s response to COVID-19 should be analyzed during a CRA examination.   First,... More
  • March in Brief (Securities Law) 2021 Securities Regulation  SEC Doubles Down on Climate and ESG Issues  By Alan J. Wilson, WilmerHale   The Securities and Exchange Commission has announced in recent weeks multiple efforts across the agency to highlight climate change in corporate disclosures and to increase scrutiny and, potentially, enforcement focus on company disclosure efforts on climate and other ESG (Environmental, Social, Governance) matters.  In regard to disclosure, on February 24, SEC Acting Chair Lee issued a statement directing the Division of Corporation Finance “to enhance its focus on climate-related disclosure in public company filings.”  President Biden’s nominee for Chair of the... More
  • March in Brief (Business Litigation and Dispute Resolution) 2021 Dispute Resolution Bankruptcy Courts Continue to Decline Enforcement of Arbitration Clauses in Core Cases By Leslie Berkoff Although the Federal Arbitration Act generally supports enforcement of arbitration clauses, bankruptcy courts often utilize an exception to preclude arbitration of a dispute where there is an inherent conflict between arbitration and the underlying purposes of the implicated statute. A recent decision in the Ninth Circuit held that a bankruptcy court has the discretion to decline enforcement of an otherwise applicable arbitration provision if the arbitration... More
  • March in Brief (Internet Law and Cybersecurity) 2021 Data Privacy Virginia Enacts Its Own Consumer Privacy Law By Dredeir Roberts, In House Counsel at Core States Group and ABA Business Law Fellow On March 2, 2021 Virginia’s Governor Ralph Northam signed the Virginia Consumer Data Protection Act (the “Act”) into law. The Act targets businesses that collect or sell “Personal Data” from Virginia consumers. Personal Data is defined as “any information that is linked or reasonably linkable to an identified or identifiable natural person.” Entities excluded from the Act’s requirements include... More
  • March in Brief (Corporations, LLCs, and Partnerships) 2021 Corporate Law Contractual Standard of Review Satisfied  By Michael Maxwell   In Dieckman v. Regency GP LP et al., 2021 WL 537325 (Del. Ch. Feb. 15, 2021), the Delaware Court of Chancery resolved a longstanding dispute involving Regency Energy Partners LP (the “Partnership”) and its general partner (the “General Partner”) with certain of the Partnership’s unitholders (“Plaintiffs”) for claims of breaches of the Partnership‘s limited partnership agreement (the “LPA”) in connection with a merger pursuant to which Energy Transfer Partners L.P. (“ETP”) acquired the Partnership (the “Merger”). At the time of the Merger, ETP and the General Partner, were under common control. In prior decisions it was found that the approvals of the Merger by a conflicts committee and a... More
  • February in Brief (Business Litigation and Dispute Resolution) 2021 Business Litigation Delaware Court of Chancery Upholds Parties’ Ability to Amend Contract’s Forum Selection Clause and Allows Use of Appraisal Discovery to Support Additional Liability Claims In John J. Mack v. Rev Worldwide, Inc., C.A. No. 2019-0123-MTZ, Vice Chancellor Zurn held that amendment of a note’s forum selection provision, in a contract that allowed amendment by a majority in interest of the noteholders, was binding on all contract parties, including the non-consenting noteholders.  In reaching that holding, the Court analogized to the... More
  • February in Brief (Legal Opinions and Ethics) 2021 Professional Responsibility 2021 Bar Examinations in the Time of COVID-19 By Keith R. Fisher As we approach the beginning of a second year of COVID-19 discommoding many aspects of life, it is, perhaps, not surprising, that many jurisdictions have planned remote (typically online) administration of their bar exams.  Based on information from January, of those jurisdictions offering a February 2021 bar exam (Delaware traditionally does not administer a February bar exam; Puerto Rico will administer its exam in March), the vast majority will... More
  • February in Brief (Securities Law) 2021 Securities Regulation PCAOB Reports on Audit Committee Conversations By Thomas W. White, Retired Partner, WilmerHale As part of its strategic objective to increase outreach to audit committees, the Public Company Accounting Oversight Board spoke to nearly 300 audit committee chairs during its 2020 inspections of registered public accounting firms.  The PCAOB recently released a report on the feedback it received from audit committee chairs.  The PCAOB’s conversations with auditors covered three general areas.  Noteworthy comments include: The Auditor and Communications with the Audit Committee:... More
  • February in Brief (Bankruptcy and Finance) 2021 Bankruptcy and Finance Discharges Into The Environment May Not Be Discharged In Bankruptcy By Michael Enright Some of the most puzzling issues in bankruptcy cases concern when a claim arose, whether before, during or after the bankruptcy case.  The treatment of the claim may differ considerably depending on whether it is a purely prepetition claim, an administrative claim, or one that did not exist until afterwards, and may not be affected by the bankruptcy case at all. Environmental claims are among the trickiest,... More