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.

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.

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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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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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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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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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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NYDFS and FinCEN Guidance in Response to COVID-19

In this episode of S&C’s Critical Insights podcast series, S&C litigation partner Sharon Cohen Levin discusses a recent order by the New York Department of Financial Services granting regulated entities temporary relief to help them meet compliance obligations while managing disruptions associated with the COVID-19 pandemic. The measures include the relaxation of requirements for the temporary relocation or closure of regulated entities, including those caused by the need to operate remotely, the extension of filing deadlines for certain required reports and permitting the use of electronic means for in-person presence at board meetings. Sharon also discussed FinCEN’s recent guidance encouraging financial institutions to communicate concerns related to the timely filing of reports required under the Bank Secrecy Act and identifying several patterns of fraudulent transactions that have emerged since the onset of the COVID-19 outbreak.

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Families First Coronavirus Response Act Impacts Employment Law

In this episode of S&C’s Critical Insights podcast series, S&C partner Julie Jordan, co-head of both the Whistleblower Litigation and Workplace Investigations Practice and the Labor and Employment Law Group, discusses the recently-enacted Families First Coronavirus Response Act, which President Trump signed into law on March 18. For private employers with fewer than 500 employees and public agencies, this emergency act expands the Family and Medical Leave Act of 1993 and enacts an Emergency Paid Sick Leave Act in light of the COVID-19 pandemic.

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Recent Developments Regarding Virtual Shareholder Meetings

In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer, co-head of S&C’s Corporate Governance & Activism practice, discusses recent developments in legal requirements regarding the implementation of virtual shareholder meetings. As 2020 annual shareholder meeting dates draw closer, many companies are considering the feasibility of implementing virtual shareholder meetings due to public health concerns associated with the COVID-19 pandemic. As companies evaluate these approaches, what considerations should companies be taking under federal regulations (particularly the latest SEC guidance), state law and internal governing documents?

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