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Helping Clients Navigate COVID-19 (Updating)

Kleinberg Kaplan is working closely with our clients to provide counsel and guidance during these unprecedented times. A selection of our recent thought leadership pieces related to the implications of COVID-19 includes: Corporate Considerations  Treasury Releases PPP Loan Forgiveness Application (May 18, 2020): The Treasury has rolled out a loan forgiveness application for the SBA’s…

Client Alerts | May 21, 2020 | Business Restructuring and Reorganization | Creditors’ Rights and Bankruptcy Litigation | Derivatives | Distressed Real Estate Assets | Employment Litigation | Estate Planning and Administration | Hedge Funds | Investment Management | Investor Activism | Leasing | Mergers & Acquisitions | Nonprofit and Tax-Exempt Organizations | Private Equity Funds | Securities and Corporate Finance | Special Situations and Credit

Material Corporate Provisions of the CARES Act

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…

Client Alerts | March 30, 2020 | Securities and Corporate Finance | Mergers & Acquisitions

Summary of SBA 7(A) Loans under the Coronavirus Aid, Relief, and Economic Security 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…

Client Alerts | March 28, 2020 | Securities and Corporate Finance | Mergers & Acquisitions

Navigating the Temporary Rules for Hart-Scott-Rodino Notifications

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”).…

Client Alerts | March 19, 2020 | Mergers & Acquisitions | Investor Activism

DOJ Sends Message to Activist Hedge Funds on HSR Passive Investor Exemption

On Monday, April 4, 2016 the U.S. Department of Justice (the “DOJ”) announced a civil antitrust lawsuit against certain ValueAct Capital (“ValueAct”) entities for allegedly violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The DOJ’s Antitrust Division’s lawsuit seeks civil penalties and an injunction against…

Client Alerts | April 5, 2016 | Mergers & Acquisitions | Investor Activism | Hedge Funds

Third Point HSR Settlement

We have previously written to our clients about the importance of complying with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) when building positions that may become activist in the future. [“Antitrust Filing Mistakes Can Cost Activists“]. On August 24, 2015 the United States Federal Trade Commission (the…

Client Alerts | August 26, 2015 | Mergers & Acquisitions | Investor Activism | Hedge Funds

SEC’s Division of Corporation Finance Will Express “No Views” on Conflicting Shareholder Proposals for the Remainder of the Current Proxy Season

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…

Client Alerts | January 26, 2015 | Mergers & Acquisitions | Securities and Corporate Finance | Investor Activism | Hedge Funds

Delaware Court of Chancery Confirms that a Reverse Triangular Merger Does Not Constitute an Assignment by Operation of Law

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…

Client Alerts | April 10, 2013 | Mergers & Acquisitions

Getting Indemnification Right

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…

Client Alerts | July 31, 2012 | Mergers & Acquisitions