CHRISTOPHER P. DAVIS

On March 21, 2022, the Securities and Exchange Commission (the “SEC”) proposed new climate disclosure rules (the “Proposed Rules”)1, which would require registrants, including foreign private issuers, to disclose a broad array of information on climate-related risks and activities, including emissions data. Background The goal of the Proposed Rules, the SEC says, is to enhance and…

On September 23, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had voted to adopt amendments to Rule 14a-8 and the process for shareholder proposals (the “Amendments”).1 The Amendments purport to “modernize” the shareholder proposal process, but in practice will limit the range of shareholders who are eligible for their proposals to…

On July 29, 2020, the Superior Court of California, County of Los Angeles, handed down a decision with potentially great significance to parties to contracts with Delaware forum selection clauses. West v. Access Control Related Enterprises, LLC In 2017, plaintiff William West (“West”) sued his former employer, Access Control Related Enterprises, LLC (“ACRE”) in California,…

On July 22, 2020, the Securities and Exchange Commission (the “SEC”) released its much-anticipated final amendments to its rules with respect to proxy voting advice businesses (the “Amendments”). The SEC first issued their proposed amendments concerning proxy advisory firms in November 2019 (the “Proposals”). Overall, the final Amendments represent a more tempered approach to regulation of…

On July 10, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had proposed an amendment to Form 13F and Rule 13f-1 to, among other items, substantially increase the reporting threshold for institutional investment managers  (the “Proposal”).1 If the Proposal is adopted, it would be the first amendment to Form 13F since its…

The Paycheck Protection Program Flexibility Act of 2020 (the “Flexibility Act”) was signed into law on June 5, modifying the terms of the Paycheck Protection Program (the “PPP”) created by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The full text of the law can be found here, and our previous coverage of…

Last Friday night, the Department of Treasury (“Treasury”) released the loan forgiveness application (“Application”) for the paycheck protection program (“PPP”). The Application is consistent with the CARES Act provisions and the Treasury’s guidance that Kleinberg Kaplan previously summarized in a client alert, available here. The form of Application can be found here. Applications must be completed by…

On May 3 and May 5, 2020, the Department of Treasury (“Treasury”) updated its frequently asked questions (“FAQs”) related to the paycheck protection loan program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). You can find our previous client alerts on the program here and the full text of the…

Late last week, the Department of Treasury (“Treasury”) released a new interim final rule (the “Interim Final Rule”) relating to the administration of the paycheck protection program (“PPP”) under the CARES Act. The Interim Final Rule limits the amount any corporate group can receive under the PPP to $20,000,000. The full text of the Interim…

On April 30, 2020, the Federal Reserve Board (the “Fed”) released new term sheets for the $600 billion Main Street Lending Program, which was initially announced on April 9, 2020. In addition to changing terms to the two existing facilities, the Main Street New Loan Facility and the Main Street Expanded Loan Facility, the Fed…

On April 24, 2020, the Department of Treasury (“Treasury”) issued a new interim final rule (the “Interim Final Rule”) and guidance, which materially changes portions of the existing guidance on the paycheck protection loan program (“PPP”) in a way meaningfully detrimental to hedge funds and private equity funds in particular. You can find our previous…

On April 14, 2020, the Department of Treasury released a third interim final rule relating to the paycheck protection program (“PPP”) funds, to the extent authorized and available. The full text of the rule can be found here. The new interim final rule relates to the treatment of partners in a partnership and self-employed individuals (including…

On April 9, 2020, the Federal Reserve Board (the “Fed”) authorized up to $2.3 trillion in loans through various facilities, including the Main Street Lending Program, which will offer four-year loans to companies with fewer than 10,000 employees and less than $2.5 billion in 2019 revenue. The Fed will purchase up to $600 billion in…

Delaware Governor John Carney issued an amendment to Delaware’s State of Emergency Order late Monday evening (the “DE Order”) granting Delaware corporations new flexibility to hold annual and special meetings during the COVID-19 pandemic.1 The Order Delaware corporations that have already provided notice to their stockholders of a physical annual or special meeting can now…

COVID-19 has caused major disruption to businesses, commerce and the financial markets. With the CDC and WHO projecting that the coronavirus is only in its early stages in the United States, businesses and individuals may feel the burden of the effects of COVID-19 for the foreseeable future. As the flow of goods and services continues…

In response to the recent outbreak of a novel coronavirus, COVID-19, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. The CARES Act provides (I) unemployment assistance, (II) limits on paid leave requirements that were established in the Families First Coronavirus Response Act…

President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. Under the CARES Act, select small businesses are able to receive Small Business Administration (“SBA”) loans in the form of 7(a) loans (the “Loans”), which under the CARES Act are low interest loans from…

During these stressful, uncertain and rapidly changing times, Kleinberg Kaplan’s thoughts go out to our clients and the welfare of their families and businesses. As we adjust to the continuously changing circumstances, we reach out to our many fund clients with a reminder that lenders and credit managers will need to be proactive in making sure…

As part of the federal government’s response to the COVID-19 coronavirus pandemic, effective as of March 17, 2020, and until further notice, the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) have enacted temporary rules governing the submission and processing of Notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”).…

The global outbreak of COVID-19 has reached the United States with significant impact. Right now, we are all doing what we need to do in order to keep our families and communities safe. But as we settle in to what experts say could be weeks, if not months, of slowdown, we also recognize that the business…

On October 16, 2018, the Bankruptcy Court overseeing the Sears bankruptcy cases entered an interim order relating to ownership and transfers of interests in the Sears debtors. Among other things, the interim order requires the filing of a notice by any entity (as defined in Treasury Regulations Section 1.382-3(a)) that is or will become a…

The Federal Trade Commission (the “FTC”) is required to annually revise the jurisdictional thresholds for notifications of certain mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), based on the change in gross national product for the preceding fiscal year.  For 2015, the initial notification threshold will be…

On January 16, 2015, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that, in light of a directive from SEC Chair Mary Jo White, it will express “no views” on the application of Rule 14a-8(i)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the current…

On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors or major shareholders for delinquent Schedule 13D/13G and/or Form 41 filings in violation of federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. The SEC also charged six publicly-traded companies for…

Delaware amended Section 18-1104 of its Limited Liability Company Act (the “LLCA”) such that the managers and managing members of a limited liability company automatically owe fiduciary duties to the limited liability company and its members, unless the operating agreement expressly states otherwise. This change creates an impetus for managers and controlling members to check…

On April 8, 2011, the Delaware Court of Chancery (“Court”) sent preliminary tremors through the M&A community when it denied a motion to dismiss a breach of contract claim in a case of first impression for the Court. In denying the motion to dismiss, the Court indicated a willingness to consider the possibility that a…

Mistakes in activist campaigns can be embarrassing and distracting. Current events make clear that they can also be expensive. Publicly traded Biglari Holdings Inc. (NYSE: BH) has agreed to pay an $850,000 fine for missing a mandated Hart-Scott-Rodino Act (HSR) premerger notification filing in 2011 as it built its position in Cracker Barrel Old Country…

Indemnification provisions are everywhere. From the most complex acquisition agreement to the simplest confidentiality contract, indemnities are included in a dizzying array of legal agreements. Real dollars are involved, and the consequences of a mistake can be profound. Yet the recently announced decision in 546-552 West 146th Street LLC v. Arfa, No. 603041-06, 2012 NY…

On July 22, 2011, in Business Roundtable c. Securities and Exchange Commission, the U.S. Court of Appeals for the District of Columbia vacated Rule 14a-11 promulgated under the Securities Exchange Act of 1934, the “proxy access rule” (the “Rule”), adopted by the Securities and Exchange Commission (“SEC”) in 2010. The Rule would have allowed shareholders…