The $600 billion Main Street Loan program has been highly anticipated to provide financial support in the form of loans to small and medium-sized U.S. businesses affected by the COVID-19 pandemic. The Federal Reserve Bank of Boston that is administering the Main Street Loan program has released term sheets and various other program documents for the three types of loans, “New,” “Priority” and “Expanded,” as well as over 70 pages of Frequently Asked Questions (FAQs)…

Corporate & Securities Law Blog

Supreme Court Preserves But Limits SEC Disgorgement Power

By Sarah Aberg & Christopher Bosch

June 29, 2020

In Liu v. Securities & Exchange Comm’n, No. 18-1501, 2020 WL 3405845 (U.S. June 22, 2020), the United States Supreme Court upheld the authority of the Securities and Exchange Commission (“SEC”) to seek disgorgement as an equitable remedy under 15 U.S.C. § 78u(d)(5), so long as it “does not exceed a wrongdoer’s net profits and is awarded for victims.” Although Liu preserved the SEC’s disgorgement powers as a general matter, it narrowed the criteria…

Corporate & Securities Law Blog

DC Circuit Repudiates SEC Program for Testing Exchange Fee Structures

By Julie Bauman

June 26, 2020

In New York Stock Exchange LLC v. Securities & Exch. Comm., 2020 WL 3248902 (D.C. Cir. June 16, 2020), the United States Court of Appeals for the District of Columbia Circuit invalidated the Securities and Exchange Commission’s (“SEC”) experimental transaction fee pilot program to study the market effects of broker-dealer incentive programs used by domestic stock exchanges. The Court of Appeals held that the SEC lacked the authority under the Securities Exchange Act …

Corporate & Securities Law Blog

How the New Presidential Proclamation Regarding Non-Immigrant Visas Affects Your Company

By Greg Berk, Jonathan E. Meyer, Sarah Aberg, Karl Buhler & Bochan Kim

June 24, 2020

Presidential Proclamation On June 22, 2020, the White House announced an extension and expansion of Proclamation 10014, which was originally announced on April 22, 2020 and restricted the issuance of and entry on immigrant visas. The new visa ban expands the restrictions to certain non-immigrant categories.…

Corporate & Securities Law Blog

Main Street Loan Program – US Subsidiaries of Foreign Companies Can Apply

By Valérie Demont

June 17, 2020

The US Federal Reserve has confirmed in its Main Street Loans frequently-asked-questions-faqs about the Main Street lending program (the “FAQ”) that US subsidiaries of foreign companies can be eligible borrowers under the various loans available under the program so long as they otherwise meet the other conditions to eligibility for the loans.…

Corporate & Securities Law Blog

[UPDATED] Paycheck Protection Program Flexibility Act: Major Changes to the PPP

By Nirav Bhatt & Bijal Vira

June 12, 2020

[Update: This is an updated version of an article published to Sheppard Mullin’s Finance and Bankruptcy Blog on June 5, 2020] On June 5, 2020, the U.S. President signed into law the Paycheck Protection Program Flexibility Act (PPP Flexibility Act or Act) to provide businesses with greater flexibility and more time to maximize forgiveness of loans received under the Paycheck Protection Program (PPP), as enacted under the Coronavirus Aid, Relief, and Economic Security Act…

Corporate & Securities Law Blog

Fed Provides Further Updates to Main Street Lending Program, Expanding Availability in Advance of Program Launch

By Elliot Hinds, Peter Carson, Charbel Lahoud, Bobby Chipman & Nicole Danesh

June 10, 2020

On June 8, 2020, the Federal Reserve Bank of Boston, the administrator of the Federal Reserve’s Main Street Lending Program, released updated term sheets for the three types of loans, “New,” “Priority” and “Expanded,” that will be available under Main Street as well as an updated extensive Frequently Asked Questions (FAQ) (https://www.federalreserve.gov/monetarypolicy/mainstreetlending.htm). The Main Street Lending Program is a $600 billion loan program to provide support to small and medium-sized businesses established, with…

Corporate & Securities Law Blog

DOJ Updates Corporate Compliance Guidance

By Sarah Aberg

June 9, 2020

The United States Department of Justice (DOJ) released updated guidance regarding its evaluation of corporate compliance programs on June 1, 2020. The release comes just over a year since the guidance was last updated in April 2019. While these latest changes are less extensive than the most recent ones, there are some key differences that suggest the DOJ may be shifting some areas of focus when it comes to its approach to assessing the effectiveness…

Corporate & Securities Law Blog

FinCEN Issues Notice on SARs Filing Figures

By Sarah Aberg & Bochan Kim

June 8, 2020

On May 26, 2020, the Financial Crimes Enforcement Network, (“FinCEN”) issued a notice in the Federal Register updating cost estimates related to compliance with filing suspicious activity reports (SARs). Under the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., certain businesses providing financial services are required to file SARs upon suspicion that a crime or violation was committed by, at, or through that financial institution (so long as certain dollar thresholds are met),…

Corporate & Securities Law Blog

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created “Shareholder Representative”

By John Stigi & Alejandro Moreno

May 29, 2020

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise from such post-merger arrangements, selling stockholders typically designate a “shareholder representative” to handle such claims on their behalf pursuant to specifically delineated rights and duties. In Fortis Advisors, LLC v. Allergan W.C. Holding, Inc., 2020 Del. Ch. LEXIS 181 (Del. Ch. May 14, 2020)…

Corporate & Securities Law Blog

Up-to-date Information on Corporate & Securities Law

Blog Authors

Interplay of Main Street Lending Program Documents (the Rights and Role of the Main Street SPV)

Supreme Court Preserves But Limits SEC Disgorgement Power

DC Circuit Repudiates SEC Program for Testing Exchange Fee Structures

How the New Presidential Proclamation Regarding Non-Immigrant Visas Affects Your Company

Main Street Loan Program – US Subsidiaries of Foreign Companies Can Apply

[UPDATED] Paycheck Protection Program Flexibility Act: Major Changes to the PPP

Fed Provides Further Updates to Main Street Lending Program, Expanding Availability in Advance of Program Launch

DOJ Updates Corporate Compliance Guidance

FinCEN Issues Notice on SARs Filing Figures

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created “Shareholder Representative”

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