Our guidance for businesses on the legal, regulatory and commercial implications of the COVID-19 pandemic. Given the rapidly changing environment, we will update this page frequently. To receive the latest information quickly, join our mailing lists or manage your subscriptions from our alert sign-up page.
April 30 – Antitrust Implications of Dynamic Pricing, Online Third-Party Seller Platforms and Price Gouging
All participants in the supply chain for essential goods affected by the pandemic should anticipate close scrutiny of their pricing practices, especially at the intersection between third-party marketplaces, technology-assisted pricing and price gouging.
April 23 – AI and Algorithms: FTC Issues Guidance for Companies Amid Heightened Scrutiny
Antitrust agencies issue latest guidance on consumer protection and other restrictions on the use of AI and algorithms.
April 2 – Will COVID-19 Impact Antitrust Review of M&A Deals + How Can Parties Minimize Disruption?
Cooley reviews antitrust FAQs for merging parties.
March 27 – [Recorded webinar] Minding Your Antitrust Business During the COVID-19 Outbreak
Cooley’s antitrust team discussed managing merger review timelines, creating competitor collaborations, information exchanges and maintaining compliant pricing strategies.
March 25 – DOJ and FTC Issue Statement to Expedite Antitrust Review for Coronavirus Competitor Collaborations
The statement recognizes that the COVID-19 response will require “unprecedented cooperation” and that the agencies will account for “exigent circumstances” in evaluating the antitrust impact of COVID-19-related collaborations, including expedited review of proposed collaborations.
March 18 – DOJ Increases Enforcement Related to COVID-19
The DOJ's Antitrust Division has signaled it will step up enforcement in response to COVID-19.
June 15 – Impact of COVID-19 on Global Foreign Direct Investment Screening Mechanisms
European and US governments have been tightening up efforts to screen foreign investments by implementing legislation to protect their own national interests and economies.
April 28 – EU Loosens State Aid Rules Amid COVID-19 Outbreak
The European Commission has committed to a quick clearance procedure for all aid measures that member states are planning to take supporting sectors directly affected by the pandemic.
April 24 – Will COVID-19 Impact UK Merger Control?
The UK Competition and Markets Authority published guidance on its approach to merger assessments during the COVID-19 pandemic.
April 9 – Competitor Collaborations During COVID-19: The EU and UK Competition Law Perspective
The EC and CMA have launched various initiatives and published guidance to assist businesses in potential competitor collaborations.
March 20 – UK Government Relaxes Application of Competition Law to Ease Grocery Supplies
The UK government has temporarily relaxed the application of competition law to enable supermarkets to cooperate with each other to maintain food supplies.
March 23 – Highlights of Hong Kong SAR Government’s Policies in Light of COVID-19
Hong Kong SAR government has implemented stricter immigration control and public health measures to help enterprises and individuals during the epidemic.
March 20 – Highlights of Chinese Government’s Policies in Light of COVID-19
We offer a high-level summary of policies published by the Chinese central government recently, which may have practical implication to the daily operations of our clients and companies who have a business presence in China or have a business connection with China.
Business restructuring & reorganization
June 15 – Options for US Small Businesses in Distress in Age of COVID-19
Various options available to small businesses in distress to help rehabilitate their capital structure and move toward profitable operations.
March 23 – Fiduciary Duties and Financial Distress in the Time of COVID-19
With the COVID-19 pandemic threatening even well-performing companies, it is important to review the fiduciary duties owed by directors and officers and how discharging those duties may change in the face of financial distress.
March 19 – Guiding Borrowers and Creditors Through the Turbulence Created by COVID-19
Cooley’s business restructuring & reorganization lawyers are actively crafting intermediate solutions for businesses confronted with significant interruption and other complex issues.
May 11 – 10 Key Considerations for IPOs During COVID-19
For companies planning to go public during the COVID-19 pandemic, our capital markets team shares 10 key factors to consider.
June 8 – UK Financial Conduct Authority Updates on COVID-19 Issues for Listed Companies
The FCA has published updated guidance for issuers in light of the continuing impact of COVID-19. In this post, we summarise the key takeaways for issuers.
April 30 – FCA Publishes ‘Dear CEO’ Letter to Ensure Fair Treatment of Corporate Customers
On April 28, 2020, the Financial Conduct Authority published a letter to the CEOs of financial services firms on ensuring the fair treatment of corporate customers preparing to raise equity finance.
April 20 – ESMA Issues COVID-19 Q&A on Alternative Performance Measures
On April 17, 2020, the European Securities and Markets Authority (ESMA) provided guidance on the application of alternative performance measures (APMs) in the context of the COVID-19 pandemic by issuing Q&A 18 on its Guidelines on APMs.
April 8 – UK FCA Publishes Policy on Recapitalisation Issuances by Listed Companies During COVID-19 Crisis
The UK Financial Conduct Authority published a policy statement and two associated technical supplements on April 8, 2020, announcing a series of measures aimed at assisting companies to raise new share capital in response to the coronavirus crisis and related disruption, while retaining an appropriate degree of investor protection.
April 2 – UK Pre-Emption Group Provides Temporary Additional Flexibility for Pre-Emption Disapplication Authorities
The UK Pre-Emption Group has issued a statement providing temporary additional flexibility for pre-emption disapplication authorities for UK listed companies, which will apply under September 30, 2020. In certain circumstances, this will allow UK listed companies to undertake non-pre-emptive placings up to 20% of their existing issued share capital.
June 10 – FCC Defers Changes to Bid Solicitation Process for Schools and Libraries Program
The FCC has announced that it is deferring planned changes to the process for schools and libraries to solicit bids for services subsidized by the federal universal service fund.
June 1 – The FCC and CISA Call on States to Keep Americans Connected During COVID-19 Crisis
The FCC and the US Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency have asked governors across the country to help keep communities connected to communications services during the COVID-19 emergency.
May 18 – FCC Grants Equipment Authorization Waiver to GE Healthcare for Medical Devices
The FCC has granted a request by GE Healthcare to waive its rules to permit the importation and sale of medical devices that have not yet obtained equipment authorization during the COVID-19 emergency.
May 6 – FCC Makes it Easier for Broadcasters and Cable Operators to Rehire Laid Off Employees
The FCC has released an order permitting broadcasters and cable operators to more easily rehire certain full-time employees who were laid off as a result of the COVID-19 pandemic.
April 17 – FCC Announces Postponements
The FCC has announced multiple postponements, including the start dates for spectrum auctions, and deadlines for comments, reports and applications.
April 13 – FCC Opens Application Portal for COVID-19 Telehealth Funding
The FCC has opened the application portal for healthcare providers to apply for its $200 million COVID-19 Telehealth Program.
April 10 – FCC Waives Rules Temporarily to Encourage Broadcasters to Air Local Community Events, Religious Services
To encourage broadcasters to air local community events, including local religious services, the FCC has temporarily waived certain rules that require broadcasters to air children’s programming at regularly scheduled times.
April 6 – FCC and FTC Crack Down on COVID-19 Robocall Scammers
The FCC and FTC warned three companies providing gateway services for COVID-19 robocall scammers that their access to US telecom networks will be shut down unless service to the scammers is cut off.
April 6 – FCC Adopts Order Setting Rules for COVID-19 Telehealth Funding
The FCC has released an order implementing the provision of the CARES Act that appropriated $200 million for use for telehealth and adopting a new Connected Care Pilot Program with $100 million in funding over the next three years.
March 31 – FCC Waives Additional Universal Service Rules for Rural Health Care Providers
The FCC has adopted a second order waiving additional universal service rules for entities that participate in its Rural Health Care Program, including extending the deadline to apply for new funds.
March 29 – CARES Act Provisions That Impact Telecommunications Industry
In addition to the provisions that affect businesses generally, the CARES Act contains several provisions that are targeted to the telecommunications industry, including $375 million in new government funding.
March 25 – FCC Permits Schools and Libraries to Make Wi-Fi Available to Public
The FCC has released a public notice confirming that schools and libraries receiving support from the federal Universal Service Fund can make their Wi-Fi networks available to the general public.
March 24 – FCC Warns of COVID-19 Scams
The FCC has issued a warning about phone- and text-based COVID-19 scams and has provided advice on how consumers and businesses can respond to scammers.
March 24 – FCC Grants Narrow Exemption to Robocall and Text Rules for COVID-19 Information
The FCC has issued a narrow order that allows healthcare providers, state and local health officials and other government officials to make autodialed and prerecorded calls and send text messages providing information on the COVID-19 outbreak, but does not address how the emergency exemption applies to other entities.
March 24 – FCC Waives Universal Service Rules for Low-Income Consumers, Schools, Libraries and Rural Health Care Programs
The FCC has waived some of its universal service rules to ensure low-income customers continue to receive service and to permit carriers to offer additional low-cost or free services to schools, libraries and rural healthcare providers affected by the pandemic.
March 20 – Reminders for Broadcasters Facing COVID-19 Challenges
The FCC provided guidance for stations that may be sharing news and news gathering resources to cover COVID-19. We also remind stations of potential compliance obligations with the FCC’s accessibility rules regarding emergency programming.
Compensation & benefits
April 28 – Section 83(b) Election Deadline Extended to July 15, 2020
In response to the COVID-19 pandemic, the IRS recently issued Notice 2020-23 to extend the deadline to July 15, 2020 for any Internal Revenue Code Section 83(b) election that would otherwise have been due on or after April 1, 2020, and before July 15, 2020.
April 21 – Considerations for Public Company Director Compensation
Annual shareholder meeting dates are approaching for most public companies so boards of directors should carefully consider whether any adjustments to director compensation programs are necessary as a result of recent market turbulence.
April 16 – [Recorded webinar] Proxy Season in Uncertain Times
A fast-paced webinar that will help issuers navigate the corporate governance issues that matter to investors for the 2020 proxy season, including COVID's impact on proxy season, the board's role during the crisis, proxy voting, shareholder engagement and virtual meetings and ESG for 2020 and beyond.
April 2 – Employers Have an Opportunity to Provide Tax-Free Reimbursements and Payments to Employees
IRC Section 139 provides employers with the ability to reimburse or cover certain employee expenditures on a tax-free basis in connection with the COVID-19 pandemic.
March 23 – Considerations for Private Companies in Connection With Implementing Salary Reductions
Private companies considering base salary reductions, whether on a limited basis or broadly across the organization, should be mindful of certain considerations and common pitfalls.
March 19 – Compensation Arrangements in Light of the COVID-19 Pandemic
Cooley lists considerations and proactive steps to assist companies in preserving the ongoing effectiveness of their equity incentive and other compensation arrangements in light of the COVID-19 pandemic.
March 24 – Considerations for UK Companies to Take With Share Options and Other Compensation Arrangements in Light of the Coronavirus Pandemic
For UK companies, we offer a list of considerations and proactive steps to assist UK companies in preserving the ongoing effectiveness of their option plans (including specific EMI considerations) and other compensation arrangements in light of the COVID-19 pandemic.
Contracts + commercial litigation
April 3 – Contractual Tools for Customers in Managing Ongoing Service Provision During COVID-19
Whether or not service providers seek to rely on force majeure provisions to excuse non-performance, customers will be well-served in familiarising themselves with other contractual tools available to them in order to manage the ongoing provision of services which remain unaffected by COVID-19, mitigate the effects of COVID-19 on those services which are affected and safeguard their contractual position.
March 26 – Effect of the COVID-19 Pandemic on Online Marketplace Providers
As marketplace providers are not generally party to user agreements made between the buyers and sellers, we have provided a checklist of key provisions in the online market agreements for market providers to look for and suggestions for future protections.
March 17 – Applicability of Force Majeure and Related Doctrines in Response to COVID-19
One recurring issue businesses will face through the COVID-19 pandemic is whether, in the face of unprecedented disruption, they still need to meet their contractual obligations.
June 12 – Maintaining Legal Advice Privilege in England and Wales: Don't Let Bad Habits Creep Into 'New Normal'
Updated guidance on legal advice privilege in light of the remote working challenges presented by the Covid-19 pandemic.
April 17 – Coronavirus and the Courts – a Case for Continuity?
A High Court deputy judge has refused an application to adjourn a five-week trial over concerns about conducting a remote trial in light of the COVID-19 health crisis.
March 18 – COVID-19 and Performance of Contracts in England and Wales
With the COVID-19 pandemic causing major disruption globally, the incidence of commercial parties seeking to avoid liability for failure to perform by reliance on force majeure clauses is set to increase.
March 18 – English Courts Give Guidance on Plans to Address COVID-19 Challenges
Lord Chief Justice announced that English courts are planning to continue with court hearings.
May 4 – [pdf] Road Map For a Cautious Approach to Contact Tracing
Privacy professionals who are advising governments and businesses have significant experience and tools to help develop and implement privacy-focused contact tracing, and there are a number of practical steps they can take to protect consumers, write Cooley lawyers Boris Segalis and Jonathan Newmark for Law360.
March 31 – Rigorous Privacy and InfoSec Requirements May Be in Store for Companies That Accept Government Equity Stakes
Robust federal laws that govern federal agencies’ privacy and information security practices may apply to companies that accept federal government aid under the CARES Act.
March 19 – US Guidance on Collection, Use and Disclosure of Personal Information to Combat COVID-19
As companies balance the privacy of their employees with the need to keep them informed and safe during the COVID-19 pandemic, there are key privacy and cybersecurity considerations to keep in mind.
May 19 – Workplace Testing and Data Protection: Guidance for Employers
The UK’s Information Commissioner’s Office has now published guidance for employers on how they can perform workplace testing for COVID-19 in compliance with data protection law.
March 20 – Europe Issues Pragmatic Privacy Guidance for COVID-19 Data Processing
European data protection authorities have issued important guidance on the processing of personal data in connection with COVID-19.
March 20 – GDPR and Coronavirus: What Organisations in the UK Need to Know
The UK’s Information Commissioner’s Office has published advice to organisations and data subjects in respect of the coronavirus pandemic.
March 17 – Considerations for Borrowers and Lenders Navigating Existing Debt Facilities
In light of COVID-19, borrowers are reviewing terms of existing credit facilities to help weather uncertain times, and lenders are surveying their loan portfolios and weighing how to manage existing relationships.
April 27 – Overview of UK Measures Aimed at Reducing the Financial Impact on Businesses
The UK government has announced a number of measures aimed at reducing the financial impact of the COVID-19 outbreak on UK business. A summary of the support available and the ways in which it can be accessed.
June 1 – ED Simultaneously Backs Away From and Embraces Its Own HEERF Guidance
The Department of Education announced it will not enforce its April guidance on the Higher Education Emergency Relief Fund.
May 7 – ED Requires Public Disclosure of CARES Student Grant Use, Inviting Scrutiny for Schools
The Department of Education issued guidance directing postsecondary institutions to publicly disclose on their websites detailed information and data on how they allocate emergency student grant funding under the CARES Act's HEERF.
April 22 – ED Releases Institutional Funding From CARES Act + Clarifies Student Grant Requirements
On April 21, the US Education Department announced the release of the remaining $6 billion of stimulus funding under the CARES Act’s Higher Education Emergency Relief Fund to help institutions with COVID-19-related costs.
April 16 – ED Releases Governor’s Emergency Education Relief Grant Funding
The Department of Education made available another $3 billion in grant funding under the CARES Act, which will go to states to provide emergency support for education.
April 14 – Student and Borrower Relief Under the CARES Act
The CARES Act relaxes federal student aid requirements for certain students and borrowers.
April 10 – ED Releases CARES Act Stimulus Funding for Emergency Student Grants, Subject to Institutional Certification
ED announced it will release a portion of the CARES Act higher education funding to allow institutions to make emergency student grants.
April 9 – ED Updates and Consolidates Guidance
On April 3, the Department of Education released an electronic announcement with continuing guidance for institutions responding to the COVID-19 pandemic.
April 6 – Accrediting Agencies Adopt Temporary Measures to Address COVID-19 Challenges
Following ED’s release of guidance to accrediting agencies on March 17, including the flexibility to bypass public comment periods and adoption by full agency membership, accreditors have been developing and adopting new (and notably temporary) policies to address COVID-19 challenges.
April 3 – Institutional Relief Under the CARES Act
The CARES Act authorizes ED to allow institutions to ease certain federal student aid requirements, provide relief for certain students and borrowers with federally held student loans and relax certain requirements.
March 30 – First Look at Postsecondary Institution Funding Under the CARES Act
The CARES Act allows ED to make grant funding available to institutions of higher education to transition to online learning in the wake of COVID-19.
March 25 – Legislative Fix Protects GI Bill Benefits
On March 21, President Trump signed into law S.3503, aimed at protecting student veterans benefits as more and more transition to online programs.
March 24 – Managing COVID-19 Disruption: ED Updates Guidance for Changes and Interruptions of Study
The US Department of Education has issued a supplemental FAQ to its March 5 guidance for interruptions of study.
March 23 – Managing COVID-19 Disruption: Key Student Privacy Requirements Remain Unchanged
As students of all ages urgently transition from a classroom to a virtual environment, concern over the protection of student privacy remains at a high level.
March 18 – Managing COVID-19 Disruption: Online Accessibility and Anti-Discrimination in Schools
The US Department of Education’s Office for Civil Rights released guidance on civil rights issues in education when responding to COVID-19.
March 13 – Managing COVID-19 Disruption: FERPA
The Department of Education released guidance for schools subject to FERPA requirements related to implementing plans in response to COVID-19.
March 12 – Managing COVID-19 Disruption: Title IV Processing
On March 5, the US Department of Education issued guidance on Title IV processing flexibilities associated with the response to COVID-19 and has set up a website dedicated to COVID-19-related issues.
March 12 – Managing COVID-19 Disruption
The coronavirus is causing major disruption to education, with schools and colleges canceling classes, shutting down campus operations and offering programs online.
May 5 – Employment Issues for US Venture Capital Firms to Consider as They Prepare to Return to the Office
Federal, state and local governments are signaling that certain businesses may be able to resume operations at their workplaces in coming weeks or months. While the details will differ based on how each location eases its restrictions, we recommend that employers start planning ahead now as to what a return to the office might look like.
April 23 – San Jose + San Francisco Enact Temporary Emergency Paid Sick Leave Requirements for Employers Not Covered by FFCRA
San Jose and San Francisco have each enacted temporary local ordinances intended to fill the gap in coverage under the FFCRA by providing emergency paid sick leave to certain employees who are not otherwise covered by the FFCRA.
April 17 – Practical Considerations for Employers Preparing ‘Return to Office’ Plans
Steps your company can proactively take as we await further guidance on potential relaxation of current “shelter in place” restrictions.
April 6 – San Diego County Issues Revised COVID-19 Health Officer Order
San Diego County issues revised COVID-19 regulations for San Diego employers, including new requirements for social distancing protocols and cloth face coverings for certain essential businesses.
April 6 – US Labor Department Publishes Temporary Regulations for Emergency Family and Medical Leave Expansion Act + Emergency Paid Sick Leave Act
Key aspects regarding the Families First Coronavirus Response Act (FFCRA), including employee certifications for requesting sick leave and benefits under the FFCRA, employer certifications to obtain tax credits from the IRS under the FFCRA, the small business exemption that could allow employers with fewer than 50 employees to deny leave and benefits to employees under the FFCRA, and the interplay between local “stay at home” and similar orders and the FFCRA.
April 1 – Six Bay Area Counties and City of Berkeley Issue Revised Shelter-in-Place Orders
The updated shelter-in-place orders will remain in effect until May 3, 2020.
March 23 – Reducing Personnel Expenses in an Uncertain Economy
There are a variety of measures that employers may consider for short-term labor cost savings in response to the COVID-19 public health emergency.
March 20 – US Enacts Families First Coronavirus Response Act
The Family First Coronavirus Response Act will provide paid leave to various categories of workers impacted by the pandemic.
March 20 – New York State Enacts Law to Provide Sick Leave and Expand Benefit Eligibility for Quarantined Workers
Governor Andrew Cuomo signed a bill that immediately provides temporary sick leave to New York workers subject to quarantine orders.
March 19 – Governor Temporarily Modifies California's WARN Act for Employment Actions Taken in Response to COVID-19
Certain provisions of the California WARN Act are temporarily modified by Governor Gavin Newsom due to the COVID-19 state of emergency and related rapid changes in workforce needs.
March 17 – Bay Area Counties Issue Shelter-in-Place Orders Effective March 17
Six counties issued orders directing all individuals to shelter at their place of residence, except to provide or receive certain Essential Services, engage in certain Essential Activities or perform work for Essential Businesses and Governmental Services
March 6 – Proactive Steps for Employers to Take in Light of the Coronavirus (COVID-19) Outbreak
As COVID-19 spreads throughout the United States and around the globe, employers are wondering what they can or should be doing to ensure health and safety among their personnel. Cooley lists the key steps that employers should implement or consider implementing.
June 3 – Flexible Furloughing and Changing Government Contributions
Update on changes to the Covonavirus Job Retention Scheme due to take effect from 1 July 2020.
May 14 – UK Employment COVID-19 Webcast – FAQ Update
Following our webinar on the key issues facing UK employers in response to the COVID-19 pandemic, we answer some frequently asked questions.
April 1 – COVID-19 Key Developments in UK Employment Law: What You Need to Know
Updated guidance on the Coronavirus Job Retention Scheme and other developments impacting UK employment law.
March 25 – Reducing Staff Costs in an Uncertain Economy
The impact of COVID-19 on businesses in the UK is becoming increasingly apparent, causing many businesses to consider how they can reduce staff costs. This alert reviews the variety of measures that UK employers may consider to help manage business viability and continuity.
April 23 – Initial Observations Regarding COVID-19’s Impact on Venture Capital Fund Raising
As we are now several months into COVID-19, we thought it timely to provide our observations, initial in nature as they may be, regarding the present market for venture capital fund raising.
March 27 – SEC Relaxes Conditions of Form ADV Filing Extension
In response to the developing COVID-19 situation, on March 25, 2020 the SEC issued a new order to relax certain conditions contained in a previous order issued March 13, 2020 applicable to Exempt Reporting Advisers (“ERAs”) and Registered Investment Advisers (“RIAs”) who need more time to file annual amendments to Form ADV.
April 15 – Help for Government Contractors Dealing with COVID-19 – CARES Act Section 3610 Ensuring Ready State
Section 3610 of the CARES Act provides critical support specifically to federal contractors who are impacted by the temporary closures of government facilities and other work sites.
March 19 – Trump Invokes Defense Production Act to Surge Industrial Capacity
President Trump issued an executive order invoking Section 101 of the Defense Production Act of 1950 in an effort to "surge capacity and capability to respond to the spread of COVID-19."
April 10 – Ongoing COVID-19 Related Insurance Coverage Litigation: What You Need to Know
What you need to know about recently filed COVID-19 related insurance coverage lawsuits, and how their outcomes might affect your business.
March 18 – Business Interruption Cover and the Coronavirus
The UK government announced that its current measures relating to the use of public spaces, such as bars and restaurants, would be sufficient to trigger some business interruption policies.
March 13 – Your Insurance Checklist for Coronavirus Losses
With many organizations likely to suffer substantial losses due to the COVID-19 pandemic, businesses should take several critical steps in order to maximize their insurance recovery.
March 6 – Coronavirus and Insurance Coverage
To the extent that existing policies currently provide coverage, either directly or indirectly, we can expect that the insurance market will react quickly and add additional exclusions for disease or quarantines to many existing insurance policies, at least until the current outbreak subsides.
May 29 – USPTO Extends Deadlines Under CARES Act
The US Patent and Trademark Office has again announced an extension for select patent and trademark filings.
April 30 – USPTO Further Extends Deadlines in Response to COVID-19 Pandemic
The US Patent and Trademark Office has announced an additional extension for select patent and trademark filings.
April 2 – USPTO Extends Certain Deadlines in Response to COVID-19 Pandemic
The US Patent and Trademark Office has announced a 30-day extension for select patent and trademark filings.
March 30 – UKIPO Extends Deadlines in Response to COVID-19 Pandemic
The UK Intellectual Property Office has extended, until further notice, deadlines for UK trade marks, designs, patents and supplementary protection certificates, as well as applications for these rights.
March 20 – EPO Extends Most Deadlines in Response to COVID‑19 Pandemic
The European Patent Office has announced that it will be extending some deadlines to 17 April 2020 and that this date may be further extended.
March 19 – EUIPO Extends Deadlines in Response to COVID-19 Pandemic
The EU Intellectual Property Office has announced that it is extending all time limits expiring between 9 March and 30 April inclusive that affect all parties in proceedings before the office to 1 May 2020.
March 18 – European Patent Office Informally Announces Intended Extension
The EPO has informally announced that it intends to extend all time limits to 17 April 2020 and that this date may be further extended.
March 17 – SEC Extension of Form ADV Amendment Deadline
The SEC has provided a conditional extension of the March 30, 2020, deadline for annual amendments to Form ADV. The extension applies to both Exempt Reporting Advisers and Registered Investment Advisers.
June 5 – US Paycheck Protection Program Flexibility Act Relaxes Certain PPP Loan Deadlines + Standards
Congress passed the Paycheck Protection Program Flexibility Act, which has now been signed into law. It relaxes certain deadlines and standards, providing borrowers additional flexibility in the use of PPP funds.
June 1 – Boston Fed Releases FAQs, Operational Documents for Main Street Lending Program
On May 27 the Boston Fed released the Main Street Lending Program’s forms and agreements as well as related FAQs to provide more information regarding eligibility and conditions for the borrowers and lenders thereunder.
May 26 – PPP Loans: SBA Releases New Interim Final Rules on Forgiveness and Reviews
Friday, May 22, the Small Business Administration, which administers the Paycheck Protection Program, released two separate interim final rules: one regarding forgiveness and one regarding SBA review of PPP loans.
May 16 – PPP Loan Forgiveness Application Released
The PPP loan forgiveness application and instructions were released by the SBA and Department of Treasury on May 15. Here are the key takeaways.
May 13 – New PPP Loan FAQ: Limited Safe Harbors Related to Necessity Certifications
The Small Business Administration issued Payment Protection Program FAQ 46 providing limited safe harbors related to the necessity certification, but did not issue more clarifying guidance as to what constitutes necessity.
May 5 – New PPP Loan FAQ: Safe Harbor Extended to May 14, 2020
Safe harbor to repay PPP funds extended to May 14.
May 1 – Fed Provides Additional Guidance on $600 Billion Main Street Lending Program
On April 30, the Federal Reserve announced it is expanding the scope and eligibility for the Main Street Lending Program and provided additional guidance as to its administration.
April 30 – SBA PPP Loans – Calculations and Considerations for Maximizing Forgiveness
Cooley reviews the framework underpinning forgiveness calculations, describes how layoffs and salary reductions can negatively impact forgiveness, and discusses the application process and documentation required for forgiveness.
April 24 – PPP Loan Program – Additional Interim Final Rules
SBA provides additional guidance on “necessity” certification.
April 23 – PPP Loan Program New FAQs Released: ‘Necessity’ Guidance
New FAQ provides guidance around “necessity” certification and announces grace period to return funds.
April 9 – Treasury and Federal Reserve Board Announce Details of $600 Billion Main Street Lending Program
Key issues and implications for businesses from the Treasury’s and the Federal Reserve’s April 8th announcement of a $600 billion Main Street Loan Program.
April 8 – [Recorded webinar] Loans and Other Financial Assistance Under the Coronavirus Economic Stabilization Act of 2020 (CESA)
Key issues for businesses seeking loans under CESA will be examined along with practical advice on the procedures, requirements and future implications for CESA participants.
April 4 – SBA Programs Under the CARES Act: ‘Affiliation’ Interim Final Rules and Guidance
On April 3 the Treasury issued interim final rules and associated guidance on how to determine whether an entity is an affiliate of an applicant.
April 1 – Treasury Releases New Procedures and Requirements for CARES Act Loans for Airlines and Businesses Critical to National Security
To allow prospective borrowers to begin preparing to submit their applications, on March 30, 2020, the Treasury released new procedures and minimum requirements for loans to airlines and businesses critical to the national security under the CARES Act. These new procedures and requirements may also be instructive for prospective borrowers under other portions of the Act in indicating the direction and scope of the Treasury’s requirements for loan applications.
April 1 – SBA Programs Under the CARES Act: Loan Application and Information Sheet Issued
A key feature of the CARES Act $2 trillion relief package is the creation of the Paycheck Protection Program (PPP), which authorizes $349 billion for businesses to obtain loans of up to $10 million per applicant to be used on payroll, benefits, rent and other costs from February 15, 2020, through June 30, 2020.
March 29 – CARES Act: What You Need to Know
The CARES Act is a $2 trillion relief package that provides much needed sources of liquidity for businesses, relief for the unemployed and incentives to businesses to keep workers employed, support for the healthcare system in combatting COVID-19 and other relief to help individuals and businesses in the United States withstand the harsh impact of COVID-19.
March 29 – SBA Programs Under the CARES Act: Are You Eligible for Federal Assistance?
We have addressed questions of business eligibility.
March 27 – Multiple Layers of Oversight in the CARES Act: The Appetite for Accountability Will Long Outlast the Current Crisis
The CARES Act creates several new investigative entities that will directly impact businesses receiving economic stimulus funds.
April 24 – Cooley Helps Advise UK Government on Convertible Loan for Startups and Scaleups
Cooley joined the law firm task force collaborating on the Future Fund financing package, a package recently announced by the UK government to provide financing to UK startups in the form of a convertible loan.
March 23 – UK Government Proposes the Coronavirus Bill 2020 – Key Takeaways
On 19 March 2020, the UK Government published the Coronavirus Bill 2020, which sets out emergency powers and reforms to address the growing public health crisis. We outline the key takeaways for Cooley clients.
May 7 – FDA Guidance Details Exemptions and Exclusions from Certain Drug Supply Chain Security Act Requirements Due to COVID-19 Public Health Emergency
The FDA lifted certain Drug Supply Chain Security Act requirements due to the COVID-19 public health emergency.
April 23 – UK-Specific Guidance for Manufacture and Supply of Certain Medical Devices for COVID-19
Key developments for medical devices produced as COVID-19 supplies in the UK.
April 23 – European Commission Issues Guidance on Manufacture of Certain Medical Supply Products
Europe-wide guidance for rapid production of COVID-19 medical supplies.
April 23 – The EU Delays Application of Its New Medical Devices Regime
The EU has decided to postpone application of its new medical regime by one year; although COVID-19 is cited as the reason, the delay is no doubt welcomed by an industry that has lobbied for postponement of the regime for some time because of perceived issues with its implementation.
April 22 – OCR Issues Additional Guidance Regarding Enforcement Discretion in Connection With COVID-19 Community-Based Testing Sites
OCR provides additional guidance on its enforcement discretion during the COVID-19 pandemic.
April 20 – [Recorded audio] Q1 2020 Biopharma Market Conditions with Locust Walk and Cooley
Since Q1 2020 was a challenging quarter to navigate due to the COVID-19 pandemic, panelists will discuss market trends pre- and post-COVID-19 to share their insights.
March 20 – COVID-19 Pandemic: FDA Recommendations for Companies Involved in the Conduct of Clinical Trials
The FDA has released guidance taking immediate effect that addresses the unique challenges to companies involved in the clinical development process due to the COVID-19 pandemic.
Mergers & acquisitions
June 24 – [Recorded webinar] Assessing Strategic Dealmaking in a Volatile Covid-19 Market
In partnership with The Deal, Cooley presented a roundtable discussion with Jennifer Jarrett, Uber, Sam Britton, Goldman Sachs, and Cooley M&A Co-Chair Jamie Leigh on navigating unchartered waters when it comes to assessing the current market for dealmaking.
May 27 – [Recorded webinar] M&A Dealmakers Roundtable: Insights on the Life Sciences M&A Market
Life sciences M&A transactions are trickier than ever to navigate, especially in light of today's volatile market. Hear from experienced dealmakers on tips and strategies to set companies up for a successful exit down the road.
May 11 – Early Lessons From M&A Deals Terminated or on the Rocks in the COVID-19 Era
A high level look at deals terminated or postponed due to the pandemic and early observations and lessons for pending and potential M&A transactions.
April 14 – [Video] COVID-19: Early Impact on M&A and PE Dealmaking
Whether you are a buyer, seller or advisor, it is critical to stay up to speed on what is proving to be a constantly evolving area. Gain insight on the current state of antitrust timing, rep & warranty insurance, deal terms and the people factor.
March 23 – Long-Term Focus: Preparing for Activism + Takeovers Amid COVID-19 Risks
It is especially important for companies, their boards and management teams to redouble their efforts to prepare for activist or otherwise hostile overtures amid COVID-19 market volatility.
March 17 – Public Company Hot Spots and M&A Negotiations with the Impact of COVID-19
Cooley M&A covers key issues that touch governance and M&A matters in our current environment.
April 21 – Compendium: COVID-19 Articles Relevant to Nonprofits
To streamline your experience, we have compiled the postings most relevant to nonprofit and tax-exempt organizations in subject areas: nonprofit, insurance, employment, contracts, real estate and legislation.
April 7 – Nonprofit Guide to the CARES Act
Nonprofit organizations can take advantage of many of the relief options offered by the CARES Act.
April 7 – Four Fast Ways to Form a Charity to Address COVID-19-Related Matters
In the face of the COVID-19 outbreak, groups ranging from small neighborhood projects to large national initiatives are mobilizing quickly to help. Many of those groups have questions about whether they can achieve their goals by starting a nonprofit - that is, by forming a new entity that qualifies as a tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code.
Product liability + supply chain management
March 25 – Considerations for Manufacturers in Europe Switching to Production of Medical Supplies
Four key considerations for companies moving into manufacture and supply of medical supplies in Europe, with a view to assist in navigating the ever-changing regulatory environment and taking into account the significant time pressures involved.
March 18 – COVID-19 and Consumer Rights in the UK
Cooley lists considerations for UK companies regarding the significant impact the ongoing restrictions will have on businesses and their consumers.
March 9 – Disruption Caused by COVID-19
Many of the measures that have been taken or are under consideration by governments, businesses and other organisations are already having or will have a significant effect on commercial relationships and commercial life generally.
May 20 – SEC Enforcement Investigating Potential Federal Securities Law Violations by PPP Borrowers
The SEC’s Division of Enforcement is conducting an investigation into “Certain Paycheck Protection Program Loan Recipients” to determine whether there have been violations of the federal securities laws, presumably examining whether, in light of representations made in the PPP certifications and any underlying analyses performed to demonstrate the validity of those representations, companies were timely and complete in their disclosures to the public regarding their financial condition.
May 18 – NYSE Provides Temporary Exception to Certain Shareholder Approval Requirements
The NYSE has adopted a new temporary exception, through June 30, 2020, from the application of the shareholder approval requirements for specified issuances of 20% or more of the outstanding shares and, in certain narrow circumstances, by a limited exception for issuances to related parties or other capital-raising issuances that could be considered equity compensation.
May 13 – SEC Enforcement Co-Director Discusses COVID-19-Related Enforcement Priorities
In a recent address, the SEC’s Co-Director of Enforcement discussed some of the efforts of the Division of Enforcement to detect misconduct arising out of the COVID-19 pandemic and related market disruption, focusing on, among other things, insider trading and financial and disclosure-related fraud.
May 9 – House Subcommittee Insists Certain Public Companies Return PPP Loans
The House Select Subcommittee on the Coronavirus Crisis has sent letters to public companies that met certain criteria demanding that they immediately return loans received under the Paycheck Protection Program.
May 6 – Nasdaq Provides Temporary Exception to Certain Shareholder Approval Requirements
New Nasdaq Rule 5636T will provide a temporary exception, through June 30, 2020, from the shareholder approval requirements for certain issuances of 20% or more of the outstanding shares and for a narrow subset of capital-raising issuances that could be considered equity compensation.
May 5 – Corp Fin Posts Four FAQs Related to COVID-19
Corp Fin has posted four new COVID-19-related FAQs, three of which concern the interaction of Form S-3 and the SEC’s COVID-19 Order.
May 4 – SEC’s Investor Advisory Committee Discusses Impact of COVID-19 on Company Disclosures
At a meeting of the SEC's Investor Advisory Committee, the committee discussed disclosure considerations arising in the context of COVID-19.
April 23 – SEC Amends ‘Accelerated Filer’ Definition to Exempt Low-Revenue Smaller Reporting Companies From SOX 404(b)
New rule amendments provide a narrow carve-out from the definition of accelerated filer for companies that qualify as smaller reporting companies and reported less than $100 million in annual revenues. Most significantly, the amendments remove the requirement for an auditor attestation report on internal control over financial reporting.
April 20 – Nasdaq Tolls Compliance Period for Certain Continued Listing Requirements
The SEC has declared immediately effective a Nasdaq rule proposal providing companies with a longer period to regain compliance with the bid price and "market value of publicly held shares" continued listing requirements by tolling the compliance periods through June 30, 2020.
April 14 – The Conference Board Weighs in on Key Areas for Board Focus During the Pandemic
The Conference Board identifies seven key areas for board focus in light of the COVID-19 pandemic.
April 13 – Glass Lewis Considers Impact on Policy of the COVID-19 Pandemic
Glass Lewis considers the impact of COVID-19 on its policies, concluding that all governance issues and most proposal types will likely be affected.
April 10 – SEC Chair Provides Some Color on the Types of Disclosure Investors are “Thirsting for”
In an interview, SEC Chair Jay Clayton offered some color on his prior statements regarding the need for companies to focus on forward-looking disclosure.
April 10 – Corp Fin Staff Provides Relief for Form 144 Paper Filings
The Corp Fin staff is providing temporary relief with regard to manual signatures on paper Forms 144 submitted during the period from April 10 through June 30, 2020.
April 9 – ISS Provides Guidance on the Impact on Policy of the COVID-19 Pandemic
ISS has provided special policy guidance on the impact of the COVID-19 pandemic on a number of voting policy issues.
April 9 – SEC Chair and Corp Fin Director Call for More Forward-Looking Information
SEC Chair Jay Clayton and Corp Fin Director Bill Hinman issued a statement on the "Importance of Disclosure – For Investors, Markets and Our Fight Against COVID-19, "urging companies to provide more forward-looking information under "various COVID-19-related mitigation conditions."
April 7 – NYSE Temporarily Eases Shareholder Approval Requirements for Certain Equity Issuances
To address potential liquidity needs in light of the Covid-19 crisis, the NYSE has proposed, and the SEC has approved and declared immediately effective, an NYSE rule change to waive, through June 30, 2020 and subject to compliance with conditions, application of certain of the shareholder approval requirements in Section 312.03 of the NYSE Listed Company Manual.
April 7 – Corp Fin Staff Extends Conditional Relief to Incorporation of Part III Information
The Corp Fin staff has extended the conditional relief provided by the March 25 COVID-19 order to the filing of Form 10-K, Part III information.
April 7 – Delaware Emergency Order Provides Relief Regarding Changes to Annual Meetings
Delaware Governor issues emergency order easing notice requirements for companies to change physical annual meetings to virtual-only annual meetings.
March 25 – SEC extends conditional relief related to coronavirus
SEC extended the filing periods covered by its previous conditional reporting relief, providing public companies with a 45-day extension to file or furnish specified SEC filings that would otherwise have been due between March 1 and July 1, 2020.
March 25 – Corp Fin issues Disclosure Guidance: Topic No. 9 Coronavirus
The disclosure guidance offers the staff's views regarding disclosure considerations, trading on material inside information and reporting financial results in the context of COVID-19 and related uncertainties.
March 16 – COVID-19 Pandemic: Governance and Disclosure Considerations for Public Companies
With the COVID-19 outbreak now categorized as a global pandemic, we’ve briefly addressed certain frequently received questions pertaining to corporate governance and disclosure considerations for public companies.
March 13 – Guidance Provides Regulatory Flexibility Regarding Annual Meetings
In light of the spread of COVID-19, the SEC announced new Corp Fin staff guidance regarding annual meetings because of limitations on in-person gatherings and health and travel concerns.
May 27 – Directors' Duties in England and Wales Amid COVID-19
Under s172 of the Companies Act 2006, the directors of a company incorporated in England and Wales have a duty to act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of shareholders as a whole, and in so doing, having regard to non-exclusive s172(1) factors.
May 26 – FRC Updates Company Guidance on Reporting Exceptional or Similar Items and Alternative Performance Measures
On May 20, the Financial Reporting Council (FRC) published an updated version of its guidance for companies on corporate governance and reporting during the COVID-19 crisis to include new sections on exceptional or similar items and alternative performance measures (APMs).
May 22 – ESMA Issues Public Statement on Implications of COVID-19 Pandemic on Half-Yearly Financials
On May 20, the European Securities and Markets Authority issued a public statement on the impact of COVID-19 that particularly addresses the preparation of interim financial statements according to International Financial Reporting Standard and interim management reports for 2020 half-yearly reporting periods.
May 14 – FRC Updates Corporate Governance and Reporting Guidance to Include Interim Reports
On 12 May 2020, the Financial Reporting Council (FRC) published an updated version of its guidance for companies on corporate governance and reporting during the COVID-19 pandemic to include a new section on interim reports.
April 23 – UK Financial Reporting Council Publishes Updated Guidance on Modifications of Audit Opinions and Reports
The UK Financial Reporting Council issued more updated guidance for auditors on April 21, elaborating on certain factors that auditors should take into account when considering whether to modify an audit opinion.
April 17 – UK AGM Season: How to Deal With Challenges Posed by COVID-19
Actions UK public companies should consider taking to ensure their AGMs are compliant with the law and to facilitate shareholder participation in light of new challenges posed by COVID-19.
March 30 – Updates for UK + European Capital Markets: FCA, FRC + PRA Joint Statement, AIM Guidance and ESMA Public Statement
Several key updates for UK and European capital markets have recently been released (focusing primarily on financial reporting), including a joint statement by the Financial Conduct Authority, Financial Reporting Council and Prudential Regulation Authority, an Inside AIM publication by the London Stock Exchange and a public statement from the European Securities and Markets Authority.
March 23 – UK FCA Asks Companies to Delay Preliminary Financial Statements Amid COVID-19
The UK Financial Conduct Authority has strongly requested that companies with securities listed on the Official List observe a moratorium on the publication of preliminary financial statements for at least two weeks.
March 23 – AIM Regulation Announces Temporary Measures to Support Companies, Nominated Advisers Amid COVID‑19
AIM Regulation announced temporary measures for applying discretion to the application of certain of the AIM Rules for Companies and AIM Rules for Nominated Advisers in light of restrictions and challenges due to COVID-19.
March 20 – UK Financial Reporting Season: UK Financial Reporting Council Publishes Guidance for Auditors on Audit Issues
The UK Financial Reporting Council issued updated guidance for auditors, which may be facing practical difficulties in carrying out audits as a result of the COVID-19 pandemic.
March 19 – COVID-19: UK Financial Conduct Authority Provides Commentary to Issuers and Market Participants
Cooley offers key takeaways from the March 17 UK Financial Conduct Authority’s Primary Market Bulletin.
March 18 – Market Abuse Regulation: Reminder of Ongoing Disclosure Obligations in the Context of COVID-19
Remember that issuers should disclose as soon as possible any relevant significant information concerning the impacts of COVID-19 on their fundamentals, prospects or financial situation in accordance with their transparency obligations under MAR.
March 18 – UK Financial Reporting Season: UK Financial Reporting Council Publishes Advice to Companies and Auditors on COVID-19 Risk Disclosures
Given the rapid spread of COVID-19 in the month since the guidance was published, the FRC advice on risk disclosures should be read more broadly.
March 16 – COVID-19: Recent Statements by UK Financial Conduct Authority + European Securities and Markets Authority
Cooley gives a brief summary of recent statements by the UK FCA and ESMA on COVID-19.
April 30 – Effect of COVID-19 Orders on Tower Lease Market
The tower lease market has remained mostly unaffected by the COVID-19 pandemic and the numerous governmental orders to work from home and stay at home.
April 29 – Demand Increases for Cellular Wireless and Wireline Connectivity Services
The demand for cellular wireless and wireline connectivity has increased as a result of the COVID-19 pandemic and related governmental orders – with a larger increase in demand for wireline services.
April 23 – Considerations for Landlords and Tenants
We have provided a list of provisions to review for language addressing what landlords and tenants can and cannot do to avoid breaching their leases.
April 22 – Rent Relief Requests and Special Considerations for Coworking Space Agreements
Tenant inquiries seeking rent relief continue to increase due to COVID-19 with minimal guidance from governmental orders and varying responses from landlords.
June 11 – PPP Loan Forgiveness No Longer an Exception to CARES Act Social Security Tax Deferral
PPPFA amends CARES Act to allow employers that have had PPP loans forgiven to utilize Social Security tax deferral.
May 1 – IRS Provides Guidance on Key Aspects of CARES Act Employee Retention Credit
The IRS recently issued 94 frequently asked questions on the CARES Act employee retention credit. The FAQs address many uncertainties surrounding the credit including what it means for a business’ operations to be fully or partially suspended due to a governmental order.
April 13 – IRS Issues Guidance on CARES Act’s Social Security Tax Deferral
The IRS has released guidance clarifying rules relating to employers’ deferral of social security tax under the CARES Act.
March 30 – CARES Act Provides Tax Relief in Response to COVID-19 Pandemic
The CARES Act provides federal income and payroll tax relief for businesses.
March 23 – US Treasury Moves Return Filing Deadline to July 15
The US Treasury has extended the deadline for filing federal income tax returns due April 15, 2020, to July 15, 2020.
March 19 – US Treasury Provides Relief for Taxpayers Amid COVID‑19 Pandemic
The US Treasury and IRS are extending the time to pay federal income taxes due on April 15, 2020, to July 15, 2020.
April 23 – COVID-19’s Potential Impact on UK Corporate Tax Residence and Permanent Establishments
Travel restrictions due to COVID-19 could affect the countries in which companies are liable to pay tax, either through a shift in corporate tax residence or the creation of a new permanent establishment in the UK or elsewhere. We discuss both this and other noteworthy COVID-19-related UK tax developments, including limitations on the ability to claim tax credits where money under the UK Coronavirus Business Interruption Loan scheme is used to fund R&D expenditure.
April 17 – UK Tax Support: VAT and Self-Assessment Income Tax Deferrals, and Scaled Up Time to Pay Scheme
The UK Government announces deferral until 2021 of VAT payments for the next three months, and six month deferral of 31 July 2020 self-assessed income tax due from self-employed. It also sets up a dedicated helpline to improve access to its Time to Pay scheme.
March 19 – New UK Tax Rules on Off-Payroll Working: Postponed Until 2021
In a bid to support British business through the COVID-19 pandemic, the UK government has postponed the introduction of changes to the UK’s off-payroll working rules (IR35), from April 6, 2020, until April 6, 2021.
Trade secret litigation
April 7 – Protecting Trade Secrets in the Current Climate
Practical tips to protect your confidential information with a remote workforce, or though furloughs and staff reductions.
Venture capital investing
May 19 – Launch of the Future Fund
The UK government’s Future Fund scheme officially launched on 18 May 2020. Full details of the scheme are now published.
April 27 – Future Fund to Assist UK Startups
The UK Government has announced the Future Fund scheme to provide financing to UK start-ups, and this alert provides details on eligibility, the headline terms and the steps companies can take now to be prepared for the scheme's May launch.
March 9 – Q4 2019 Quarterly VC Update: Impact of Coronavirus on Chinese VC Market
By the time of publishing, the coronavirus had become a significant factor in the state of venture capital investing and, more broadly, our global economy. This discussion spotlights the burgeoning impact of it on the Chinese market, as well as how Qiming’s portfolio is assisting with the response.
May 13 – House Select Subcommittee Announces First Public Investigations Involving CARES Act
On May 8, the House Select Subcommittee on the Coronavirus Crisis sent letters to five public companies demanding that they return their PPP loans, and threatening investigations if they refuse.
April 28 – What You Need to Know About Potential Exposure If You’ve Gotten a CARES Act Loan
For businesses that have applied for CARES Act loans, here is a guide to some of the key questions about the inherent risks and potential liability, both civil and criminal, that come with participating in this federal program.
March 20 – Remaining Vigilant to Compliance and Enforcement Concerns in Times of Crisis
Companies and executives need to be especially attuned to signs of potential fraud and criminal activity during this economic and health crisis. The temptation to take shortcuts can saddle a company with investigations and liability for years to come.
Government + legal resources