On December 1, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) filed proposed rules with the U.S. Securities and Exchange Commission (“SEC”) regarding board diversity and transparency.  If adopted, the proposed rules would require Nasdaq-listed companies to disclose diversity statistics with respect to their boards of directors (the “Board Diversity Disclosure Rule”) and include members on their boards from certain specified groups or provide an explanation as to why their boards do not include those members…

Long-awaited relief has arrived for many struggling small businesses in the form of the Consolidated Appropriations Act of 2021 (the “Appropriations Act”), signed into law by President Donald Trump on December 27, 2020. Under the Appropriations Act, a summary of which can be found here, the Small Business Administration (“SBA”) was authorized to reopen the Paycheck Protection Program (“PPP”) for both first time borrowers (a “First Draw PPP Loan”) and for certain eligible borrowers…

In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are required to cover their own legal fees absent clear and unequivocal fee shifting language, even where one party is required to indemnify the other party for losses associated with a breach of the contract and losses are defined…

In Agspring Holdco, LLC, et al v. NGP X US Holdings, L.P., et al., the Delaware Court of Chancery (the “Court”) denied a motion to dismiss claims of fraud, aiding and abetting fraud and conspiracy to commit fraud against the CEO and President (the “Executives”) and NGP (defined below), the private equity fund that owned 98% of the equity securities of Agspring LLC (“Agspring”) in connection with the sale of Agspring for $295 million.…

The Small Business Administration (SBA) issued a Procedural Notice  on October 2, 2020, detailing required procedures impacting Paycheck Protection Program (PPP)[1] borrowers and lenders if: (i) twenty percent or more of the common stock or other ownership interest of the PPP borrower (an Equity Interest), including a publicly-traded entity, is sold or otherwise transferred, whether in one or more transactions since the date that the PPP loan was approved, including to an affiliate…

McDonald’s Corporation (McDonald’s) is facing two high-profile lawsuits involving allegations of race-based discrimination against franchisees and executives.  On August 31, 2020, McDonald’s was sued by 52 former African-American franchisees (Franchisee Lawsuit) who alleged that McDonald’s discriminated against them based on race by steering them to locations with low-volume sales and higher operating costs, such as higher security costs due to crime, higher insurance rates and higher employee turnover.  Another lawsuit filed in January 2020 by…

California Assembly Bill 929 (Diversity Bill), which was passed by the California State Legislature on August 30, 2020, and signed into law by California Governor Gavin Newsom on September 30, 2020, requires domestic and foreign publicly held corporations headquartered in California to include people from underrepresented communities on their boards of directors. Historically Non-diverse Boards California lawmakers proposed the Diversity Bill to address lack of diversity in corporate board rooms. According to data detailed in…