S&C Critical Insights

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April 6, 2020  

S&C Critical Insights – Considerations for Directors During COVID-19

In this episode of S&C’s Critical Insights podcast series, Krishna Veeraraghavan, a leading partner in S&C’s Mergers & Acquisitions Group, discusses considerations for directors in navigating issues related to COVID-19. New challenges for businesses presented by the crisis could impact a company’s operations, prospects, employees, stockholders and other stakeholders. Krishna explores how strong oversight, coordination and leadership by the board of directors, and working closely with management will be critical in managing this fluid and complex situation.

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April 2, 2020  

S&C Critical Insights – The Impact of COVID-19 on Government Investigations

In this episode of S&C’s Critical Insights podcast series, Nic Bourtin, managing partner of S&C’s Criminal Defense and Investigations Group and a co-head of the Firm’s FCPA and Anti-Corruption Group, and Aisling O’Shea, co-head of S&C’s FCPA and Anti-Corruption Group, discuss what COVID-19 means for government investigations. As the pandemic continues to unfold, Nic and Aisling discuss the impact of the crisis on ongoing investigations, then look ahead to the future of government investigations post-COVID-19.

April 1, 2020  

S&C Critical Insights – Using Rights Plans to Preserve Net Operating Losses Under COVID-19

In this episode of S&C’s Critical Insights podcast series, Eric Krautheimer, one of the Firm’s leading M&A partners, and Melissa Sawyer, co-head of S&C’s Corporate Governance & Activism practice, discuss how boards can take appropriate steps to protect valuable net operating losses (NOLs) during COVID-19. Based on recent market moves and the potential for a prolonged period of economic uncertainty, businesses experiencing significant revenue drops as a result of COVID-19 may have, or will likely accumulate, significant NOLs that can be used to offset corporate tax liabilities in future years. Eric and Melissa discuss considerations for companies looking to adopt an NOL rights plan, one of the most effective ways companies can employ to protect NOLs.

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March 31, 2020  

S&C Critical Insights – Key Employer Takeaways Under New CARES Act

In this episode of S&C’s Critical Insights podcast series, Julie Jordan, co-head of S&C’s Labor & Employment group, and Jeannette Bander, partner in the Firm’s Executive Compensation group, discuss key employer takeaways for the Coronavirus Aid, Relief and Economic Security (CARES) Act. The CARES Act provides for a significant expansion of unemployment benefits and an unprecedented forgivable loan program for small businesses that avoid certain employee reductions. The act also makes financial assistance available to other businesses that follow specific labor and employment restrictions. Julie and Jeannette discuss certain key aspects of the act, which merit careful consideration for employers going forward.

March 30, 2020  

S&C Critical Insights – The Federal Reserve Reacts To COVID-19

In this episode of S&C’s Critical Insights podcast series, Tom Baxter, a member of S&C’s Financial Services Group, discusses new actions taken by the Federal Reserve to support families and businesses in response to COVID-19. The actions will support the flow of credit to those in need, providing longer loans and reducing liquidity pressures for creditors. Tom discusses the Federal Reserve’s six new lending facilities and other methods the organization is taking to support banks during the pandemic.

March 26, 2020  

S&C Critical Insights – Germany Introduces Online-Only Shareholders’ Meetings in Response to COVID-19

In this episode of S&C’s Critical Insights podcast series, Carsten Berrar, co-head of S&C’s Capital Markets Group and managing partner of the Frankfurt office, discusses a new law that allows German companies to hold online-only shareholders’ meetings. The new law is part of a larger effort by German Parliament to mitigate the consequences of the COVID-19 pandemic. Carsten considers the significant aspects of the law and whether management boards should hold virtual shareholders’ meetings or reschedule their physical shareholders’ meeting for a later date in 2020.

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March 25, 2020  

S&C Critical Insights – COVID-19 Poses Critical Issues for Employers

In this episode of S&C’s Critical Insights podcast series, Julie Jordan and Annie Ostrager, co-heads of S&C’s Labor & Employment Practice, discuss regulatory guidance employers are facing as they adjust working environments during the COVID-19 pandemic. First, Annie addresses the various executive orders being issued by state and local governments to close non-essential businesses. Next, Julie explores legal considerations for employers who are still maintaining in-person worksites.

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March 23, 2020  

S&C Critical Insights – Disclosure Considerations for Senior Executive Illness Due to COVID-19

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer, co-head of S&C’s Corporate Governance & Activism practice, addresses a question that unfortunately more and more U.S. public companies are facing in the context of the COVID-19 pandemic: whether to disclose that a senior executive is experiencing a serious health issue. If a company decides to make a voluntary disclosure, it is important to understand the associated legal and practical issues. How do companies evaluate the circumstances and determine the best course of action to comply with applicable law, limit disruptions and maintain shareholder confidence? And how do companies simultaneously take into account the executive’s privacy rights, personal concerns and the impacts on others in the company?

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March 23, 2020  

S&C Critical Insights – Cybersecurity Risks Associated with COVID-19

In this episode of S&C’s Critical Insights podcast series, Tony Lewis, a litigator in S&C’s Cybersecurity Group, discusses cybersecurity risks associated with the COVID-19 pandemic. As companies implement remote capabilities for their workforce, they must consider new security issues that a remote working environment introduces. Tony offers guidance on what companies can do to address concerns related to phishing, business email compromise and information security.

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March 20, 2020  

S&C Critical Insights – COVID-19: What Dealmakers Need to Know

In this episode of S&C’s Critical Insights podcast series, Frank Aquila, S&C’s global head of M&A, shares important updates for dealmakers related to COVID-19. Frank discusses the shift in dealmaking, questions around deals announced before the pandemic and specific deal terms that may be impacted during these uncertain times, including material adverse change (MAC) clauses and interim operating covenants. Looking ahead, Frank identifies issues dealmakers are likely to face in ongoing negotiations, including virtual dealmaking, new procedures that will impact the process and timing of merger reviews in the United States and Europe, changes in the due diligence process and fluctuations in financing markets. As public companies see a decline in equity values, Frank explores the potential impact on activism and takeover preparedness.

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