Corporate Finance

July 14, 2020

Public companies designated as accelerated filers who are preparing their periodic reports for fiscal periods ending on or after June 15, 2020 (i.e., upcoming second quarter 10-Qs for many companies) will be required to comply with the SEC’s previously adopted Inline eXtensible Business Reporting Language (iXBRL) digital reporting guidelines. Per the SEC’s phase-in guidelines, filers will be required to comply beginning with their first Form 10-Q filed for a fiscal period ending on or after…

Covington Competition

The revision of the Vertical Block Exemption Regulation – What is likely to change?

By Johan Ysewyn & Daniel Muheme

July 14, 2020

Introduction On 25 May 2020, the European Commission (“Commission”) has published its Final Report of the support studies for the evaluation of its Vertical Block Exemption Regulation (“VBER”) and the accompanying Guidelines on Vertical Restraints (the “Final Report”). The Final Report was published following a public consultation from 4 February to 27 May 2019 to gather views on the VBER’s functioning in the digital age. This was inspired by the growing importance of e-commerce and…

The Securities Edge

More serious food for thought

By Robert B. Lamm

July 10, 2020

In my last post, I expressed some thoughts about the need to address our history and continuing practice of racial discrimination and inequality. I’m still thinking about specific actions that I can take to put my actions where my mouth is. However, in the meantime, I want to share a communication I received today from Paul Washington. Paul is currently the Executive Director of the ESG Center (formerly the Corporate Governance Center) of The…

Iowa Banking Law Blog

Paycheck Protection Program Deadline Extended Until August 8

By noreply@dickinsonlaw.com Dickinson Mackaman Tyler Hagen P.C.

July 9, 2020

Important updates to the Paycheck Protection Program President Donald J. Trump signed legislation on July 4 to extend the deadline for small businesses to apply for the Paycheck Protection Program. Businesses now have until August 8, 2020, to receive funding. This decision extends the original deadline of June 30th where over $130 billion of funds still remained to help eligible small businesses cover costs. The program was designed to provide relief for costs related to…

LIBOR Transition Blog

ARRC Publishes Updated Recommended Fallback Language for New USD LIBOR-Linked Syndicated Loans

By Harry Poland, Jennifer J. Kafcas & Susan Rodriguez

July 9, 2020

On June 30, the ARRC published a revised version of its hardwired fallback language for new US Dollar LIBOR-linked syndicated loans. Along with this updated language, the ARRC also updated its user’s guide, which contains guidance for market participants for the adoption of the refreshed fallback provisions.…

Money Laundering Watch

FinCEN Issues Advisory on COVID-19 and Imposter and Money Mule Schemes

By Peter D. Hardy, Priya Roy & Terence M. Grugan

July 8, 2020

The Financial Crimes Enforcement Network (“FinCEN”) just issued another Advisory pertaining to two consumer fraud schemes exacerbated by the COVID-19 pandemic. This Advisory focuses on “imposter schemes” and “money mule schemes, ”which we discuss below. This most recent Advisory is the latest in a string of pronouncements relating to the pandemic by FinCEN, which has stated that it regularly will issue such documents. As we have blogged, FinCEN issued an Advisory on May 18…

Down the Wire

Legal Privilege In The Current Climate and How Not To Lose It

By Hannah Kendrick, Victoria Leigh & Matthew Campbell

July 7, 2020

Company directors will deal regularly with questions and issues that require some legal input, whether that comes internally or from private practice. Most will be aware that some legal communications attract privilege but less well-understood are the myriad pitfalls that can cause an inadvertent waiver of that legal protection. The post COVID-19 environment sees an ever-increasing volume of work, including board meetings, being carried out remotely by email and telephone or video conference, regulators aggressively…

Securities Law Exchange

EBITDA Margins Are Non-GAAP Measures Also

By Jay Knight

July 6, 2020

A recent SEC comment letter contained an exchange in which the Staff, in connection with a 10-K review, reminded the registrant to give equal prominence to the comparable margins computed on a GAAP basis wherever EBITDA margin and adjusted EBITDA margin were disclosed. As a reminder, in the SEC’s Adopting Release titled “Conditions for Use of Non-GAAP Financial Measures” (Release No. 33-8176), the SEC states, “An example of a ratio that would not be…

Money Laundering Watch

Would-Be Whistleblower Fails to Show Causation

By Meredith S. Dante & Peter D. Hardy

July 6, 2020

Whistleblower Employee — Whistleblower employee concept and whistle blower symbol representing a person in society or a company exposing corruption as a red whistle shaped as a human head in a 3D illustration style.

The Southern District of New York (“SDNY”) recently rejected a retaliation claim brought by a former bank employee under the Bank Secrecy Act (“BSA”), granting summary judgment in favor of the employer bank because the former employee failed to demonstrate that his firing was caused by his act of reporting a potential violation of law to the government. Although the reasoning underlying the Court’s Order is straight-forward, the case provides another reminder of the often…

Money Laundering Watch

The Banking of Cannabis and Hemp-Related Customers: An Update

By Peter D. Hardy & Shauna Pierson

July 5, 2020

Ballard Spahr to Present on Banking and Cannabis FinCEN and the National Credit Union Administration Both Issue Guidance on Hemp and Banking We are really pleased to presenting on July 9, 2020 to the National Association of Federally-Insured Credit Unions (“NAFCU”) on banking issues relating to cannabis. The cannabis and hemp industry continues to pose a fascinating mix of competing opportunities and risks – particularly from an anti-money laundering (“AML”) perspective. Changing societal opinions…