As the COVID-19 global pandemic has disrupted life, the business world faces a stark new reality. Executives have been forced to make difficult decisions about layoffs and furloughs, investor disclosures, and cybersecurity threats as employees work from home. At the same time, these executives must understand new government programs in the United States and abroad that have been enacted to support businesses, but that raise a host of questions. And many must assess how they will deal with future M&A activity, including unsolicited offers and activist investors drawn to depressed stock prices.
To help our clients better understand this new business and legal landscape, our lawyers have prepared an ongoing series of S&C Memos, Podcasts and Webinars that outline and explain important issues in the fields of Corporate, M&A, Financial Services and Labor and Employment. While the law and regulations continue to evolve, we will keep you updated on the latest developments.
Partner Contacts: Nicolas Bourtin, Catherine M. Clarkin, Jared M. Fishman, Julia M. Jordan, Marc Treviño and Benjamin H. Weiner
RECENT CLIENT GUIDANCE
COVID-19 Pandemic—California Publishes “Employer Playbook for a Safe Reopening”: The Employer Playbook Sets Forth Guidance to Help Employers Prepare for Reopening Their Businesses and Support a Safe, Clean Working EnvironmentAugust 3, 2020 – On July 24, the California Department of Public Health published the COVID-19 Employer Playbook for a Safe Reopening. This memorandum summarizes the Playbook’s reopening guidance for California employers.
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| S&C Critical Insights – Fiduciary Duty Conversations During COVID-19: Ways to Save a Business July 30, 2020 – In this episode of S&C's Critical Insights podcast series, S&C partners Jim Bromley and Andy Dietderich, the co-heads of our Global Restructuring practice, discuss strategies for boards confronting the “zone of insolvency” during the COVID-19 crisis. Listen to our Podcast |
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Updated: OSHA Issues Revised Enforcement Guidance on Recording COVID-19 Cases
Updated July 28, 2020 – On or around July 27, 2020, the Department of Labor’s Occupational Safety and Health Administration (“OSHA”) revised its COVID-19 Frequently Asked Questions webpage to remove certain guidance on when employers should report work-related COVID-19 fatalities or hospitalizations to OSHA.
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| S&C Critical Insights – Emerging Business Continuity Planning for Boards During COVID-19 July 24, 2020 – In this episode of S&C’s Critical Insights podcast series, M&A partners Eric Krautheimer and Melissa Sawyer discuss business continuity planning in light of the COVID-19 pandemic. Eric and Melissa review proactive steps boards can take in the best interest of their corporation while fulfilling their role as fiduciaries. Listen to our Podcast |
U.S. Department of Labor Issues New COVID-19 Guidance on FLSA, FMLA, and FFCRA LeaveJuly 23, 2020 – On July 20, 2020, the Department of Labor’s Wage and Hour Division (“DOL”) provided additional guidance in its Questions and Answers documents regarding COVID-19 and (i) the Fair Labor Standards Act (“FLSA”), (ii) the Family and Medical Leave Act (“FMLA”), and (iii) the leave provisions of the Families First Coronavirus Response Act (“FFCRA”).
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| S&C Critical Insights – Emerging Issues in Private Securities Litigation July 21, 2020 – In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina review trends and emerging issues in private securities litigation. Topics include the record number of securities class actions filed last year, how state court proceedings have changed post-Cyan, and updates related to the COVID-19 pandemic. Listen to our Podcast |
| S&C Critical Insights – Emerging Issues in Private Securities Litigation July 21, 2020 – In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina review trends and emerging issues in private securities litigation. Topics include the record number of securities class actions filed last year, how state court proceedings have changed post-Cyan, and updates related to the COVID-19 pandemic. Listen to our Podcast |
| S&C Critical Insights – Trends and Priorities in SEC Enforcement July 16, 2020 – In this episode of S&C’s Critical Insights podcast series, partners Jeff Scott and Julia Malkina discuss the priorities of the SEC’s Enforcement Division, as well as enforcement trends as reflected by the types and volume of enforcement actions that the SEC has brought during the last two years. They also offer guidance for handling SEC investigations in light of the agency’s priorities. Listen to our Podcast |
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Updated: California Governor Newsom Announces Statewide Rollback on Reopening
Updated July 14, 2020 – On July 13, 2020, California Governor Gavin Newsom announced that, due to a rise in COVID-19 cases and hospitalizations, effective July 13, 2020, all counties statewide must close indoor operations for dine-in restaurants, wineries, movie theaters, family entertainment, zoos, museums and cardrooms.
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Updated: OSHA Issues General Guidance on Returning to Work
Updated July 7, 2020 – On July 2, 2020, the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”) published Frequently Asked Questions and Answers (“FAQs”) regarding its COVID-19-related guidance. Among other things, the FAQs clarify that OSHA “generally recommends” that employers encourage their employees to wear face coverings while at work and provide guidance on the steps employers should take after learning that an employee has tested positive for COVID-19. This guidance has been incorporated in this updated post.
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Updated: U.S. Department of Treasury and Small Business Administration Release Loan Forgiveness Applications and Instructions for Paycheck Protection Program
Updated July 7, 2020 – On July 4, 2020, President Trump signed a bill extending the application period for loans under the Paycheck Protection Program (“PPP”) created by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) for five weeks, from June 30, 2020 until August 8, 2020. According to the Small Business Administration’s (the “SBA”) PPP Report, as of June 30, 2020, nearly $132 billion of the $659 billion in funds set aside for PPP remains available for businesses seeking subsidies for payroll and other eligible expenses. This amendment has been incorporated into this updated post.
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Updated: California’s COVID-19 Industry Guidance for Reopening Office Workspaces
Updated July 6, 2020 – Under California’s reopening plan, California counties can reopen as they meet certain metrics. Parts of California are currently in Stage 2 of the previously issued Resilience Roadmap. During Stage 2, certain lower-risk workplaces can reopen with adaptations, including: retail, manufacturing, offices (when telework is not possible), outdoor museums and limited personal services.
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| S&C Critical Insights – Best Practices for Boards Navigating Bankruptcy July 2, 2020 – In this episode of S&C’s Critical Insights podcast series, Melissa Sawyer and Marc Treviño, co-chairs of the Firm’s Corporate Governance practice, discuss best practices for boards of companies facing bankruptcy. The COVID-19 pandemic has forced many companies across a range of sectors to confront insolvency issues. Marc and Melissa provide an overview of the fiduciary duties of directors in these situations and identify potential opportunities and pitfalls. Listen to our Podcast |
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Updated: New York State Issues Phase Two Reopening Guidance for Businesses
Updated June 30, 2020 – New York State has issued industry-specific guidance for businesses eligible to reopen during Phase Two, including offices. This new guidance contains certain “minimum requirements” that businesses must meet before reopening to prevent the spread of COVID-19.
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Updated: New York Imposes Employer Obligations to Provide Leave Related to Quarantines During COVID-19 Pandemic
Updated June 30, 2020 – On June 26, 2020, New York Governor Andrew Cuomo signed an Executive Order which, among other things, amends the permissible reasons for an employee to take quarantine leave under New York law. The amendment makes employees who voluntarily travel to certain high-risk states for non-work purposes ineligible for benefits under New York’s COVID-19 quarantine law (the "Act"), and has been incorporated into this updated post.
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| S&C Critical Insights – European Capital Markets Activity During COVID-19 June 30, 2020 – S&C partners Carsten Berrar, John Horsfield-Bradbury and Krystian Czerniecki discuss the future of European capital markets, and how issuers can adjust to the impact of the COVID-19 crisis. Topics include lessons learned from capital raisings in recent months, such as the importance of European companies considering accessing U.S. markets to monitor disclosures of comparable U.S. companies and how valuation analysis will differ for IPOs due to the COVID-19 crisis. Listen to our Podcast |
SEC Issues Additional COVID-19 Disclosure GuidanceJune 25, 2020 – On June 22, the SEC issued additional guidance (“Disclosure Guidance Topic No. 9A”) setting forth further views of the Division of Corporation Finance regarding operations, liquidity and capital resources disclosures that companies should consider with respect to business and market disruptions related to COVID-19. Disclosure Guidance Topic No. 9A supplements Disclosure Guidance Topic No. 9, which provided the Division of Corporation Finance’s initial views on disclosure and other securities law obligations that companies should consider with respect to COVID-19, and is discussed in our memorandum to clients dated March 30, 2020, available here.
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| S&C Critical Insights – Communications Strategies for Corporate Crises – COVID-19 Update June 23, 2020 – Bob Giuffra and Paul Holmes, the CEO of North American operations at the global communications firm Finsbury, share their perspectives on corporations’ communications strategies during the COVID-19 crisis. They recommend navigating these new challenges by seeking legal, communications and government relations support early. They also discuss the importance of authenticity in corporate communications and real-time crisis management. Listen to our Podcast |
Updated: CDC Issues Interim Guidelines for COVID-19 Antibody Testing
Updated June 17, 2020 – On May 27, 2020, the U.S. Centers for Disease Control and Prevention (the “CDC”) issued interim guidelines for COVID-19 antibody testing. While this guidance is primarily intended for healthcare providers, clinical laboratory professionals, and public health officials, the interim guidelines also include information relevant to employers as they consider whether and to what extent to use antibody testing in their reopening plans.
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Updated: Los Angeles Adopts Right of Recall and Worker Retention Ordinances in Response to COVID-19 Pandemic
Updated June 17, 2020 – On June 16, 2020, the Los Angeles Office of Wage Standards published Rules and Regulations implementing the Right of Recall Ordinance and Worker Retention Ordinance. These Rules and Regulations provide further guidance to help employers and employees understand their responsibilities and rights under the Ordinances. This new guidance has been incorporated into this updated post.
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Updated: EEOC Releases Updated Guidance to Employers Regarding ADA-Compliant Practices During the COVID-19 Crisis
Updated June 17, 2020 – The EEOC has issued updated guidance that addresses, among other topics, best practices for employers to invite employees to request flexibility in work arrangements, such as by making information available in advance to all employees about who to contact, if they wish, to request accommodation for a disability that they may need upon return to the workplace, or by sending a general notice to all employees who are designated for returning to the workplace, noting that the employer is willing to consider requests for accommodation or flexibilities on an individualized basis.
Read our Memo