Last week, the New York State Legislature passed
legislation
1 that is expected to facilitate the
transition from LIBOR of any contract, security or instrument that
(i) is governed by New York law, (ii) uses USD LIBOR in making any
calculation or determination, and (iii) either does not include a
LIBOR fallback provision or contains fallback provisions that would
result in a LIBOR-based rate.
2
The legislation seeks to encourage broad adoption of the
ARRC-recommended benchmark replacement (i.e., a SOFR-based
benchmark plus the recommended spread adjustment), as well as to
minimize legal uncertainty and litigation risk, by addressing the
consequences of USD LIBOR cessation for these so-called
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In December, the SEC filed a
complaint against Decision Diagnostics and its CEO, Keith
Berman, for falsely claiming the company had developed a finger
prick blood test that could instantaneously detect COVID-19.
As stated in its complaint, the SEC temporarily suspended trading
of Decision Diagnostics securities on April 23, 2020.
Now, investors have brought
suit as well. Three institutional investors
claim the company – which was already in financial
distress as a result of
alleged misappropriations by Berman – falsely
disclosed it was developing an at-home COVID-19 test nearing
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Gianfranco A. Pietrafesa, a partner in the
firm and a member of its business counseling group, has prepared a
summary of the Corporate Transparency Act, which is a new federal
law requiring businesses to report personal information about their
owners to the federal government.
You may view the presentation here.
What is it?
A new federal law, the Corporate Transparency Act
(
CTA ), requires privately-held
companies to identify and provide personal information about their
owners to the federal government.
When did it happen?
NDAA ).
The CTA was enacted by the U.S. Congress on January 1, 2021 by
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This newsletter is our seventh annual review of significant
state court decisions relevant for private company M&A
transactions and related governance matters and disputes.
Hallisey v. Artic Intermediate, LLC ,
C.A. No. 2019-0980-MTZ (Del. Ch. Oct. 29, 2020)
Summary
Acquiror was not entitled to a post-closing purchase price
adjustment in its favor due to having delivered its Closing
Statement after the contractually agreed deadline.
Background
This decision involved a motion for judgment on the pleadings
filed by Hallisey, as seller representative (Seller Rep) under a
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Partner Ali Panjwani, a co-chair of Pryor Cashman s
Corporate Group, discussed the volatile markets
with
Law360. Many companies are now drawn to at-the-market offerings, also known as ATMs
as a limited risk avenue for capital. According
to
Law360:
One drawback is that ATM sales are typically smaller than
underwritten public offerings, plus companies don t know how
long it will take to raise desired funds because sales are
strategically timed. Companies that urgently need a specific amount
of cash say $50 million to $75 million within a