Private Equity

Expert Analysis

• CFIUS Latest Annual Report Reveals Key Enforcement Trends

  

  Attorneys at Reed Smith discuss five takeaways from the new annual report of the Committee on Foreign Investment in the United States, which assessed the 229 notices and 21 declarations filed for CFIUS' review in 2018 and provided a first look at the impact of the Foreign Investment Risk Review Modernization Act.

• SEC's Insider Info Case Shows Perils Of Portfolio Co. Trading

  

  The U.S. Securities and Exchange Commission's recently settled enforcement action against Ares Management demonstrates that private fund managers with potential insider info should systematically investigate trading approvals in situations that present a heightened risk of access to material nonpublic information, say attorneys at Debevoise.

• Opinion

  Time To Consider Percentage Rental Agreements For Lawyers

  

  It has long been the law that attorneys cannot use percentage rental agreements because doing so would constitute an impermissible sharing of fees with nonlawyers, but such arrangements can help lawyers match expenses with revenues in lean times like now, say Peter Jarvis and Trisha Thompson at Holland & Knight.

• 'Settle And Sue' Malpractice Cases Have New Clarity In Calif.

  

  A California state appellate court's recent decision in Masellis v. Law Office of Leslie F. Jensen provides a road map for proving causation and damages in settle-and-sue legal malpractice cases — an important issue of long-standing confusion, says Steven Berenson at Klinedinst.

• The Litigation Risks In Main Street Lending Program

  

  Lenders and borrowers in the COVID-19 Main Street Lending Program can steer clear of litigation roadblocks with proactive compliance measures, but the U.S. Department of Justice should also facilitate the program's objectives by issuing a policy statement limiting False Claims Act actions, say Robert Huffman and Caroline Wolverton at Akin Gump.

• Time To Comply With SEC Regulation Best Interest, Form CRS

  

  The compliance date has arrived for two rules adopted by the U.S. Securities and Exchange Commission last year — Regulation Best Interest and the Form CRS Relationship Summary — and there are many regulatory developments and legal questions that in-house counsel and compliance professionals should consider, say attorneys at Eversheds Sutherland.

• What You Say In Online Mediation May Be Discoverable

  

  Mediation conducted online with participants in different states makes it harder to determine where communications were made, increasing the risk that courts will apply laws of a state that does not protect mediation confidentiality, say mediators Jeff Kichaven and Teresa Frisbie and law student Tyler Codina.

• Prepare For Antitrust Scrutiny Of PIPEs, Partial Acquisitions

  

  In light of the regulatory attention on private equity investment activity, as well as the recent decline in M&A activity and increase in private investments in public equity, the Federal Trade Commission or U.S. Department of Justice may decide to examine for the first time a PIPE transaction that raises competitive questions, say Peter McCormack and Laura Sullivan at Kirkland.

• How COVID-19 Impact Analysis May Shape MAE Disputes

  

  Emerging disputes over whether the COVID-19 crisis has triggered a merger transaction’s material adverse effect clause shine a spotlight on the importance of showing whether the pandemic has disproportionately impacted particular industries and companies, say David Tabak and Edward Flores at NERA.

• 10 Tips For A Successful Remote Arbitration Hearing

  

  As I learned after completing a recent international arbitration remotely, with advance planning a video hearing can replicate the in-person experience surprisingly well, and may actually be superior in certain respects, says Kate Shih at Quinn Emanuel.

• PE Deals Should Consider Gov't Contractors' Small Biz Status

  

  Private equity firms targeting government contractors that receive preferential treatment in federal procurement should know how to spot red flags that result in loss of small-business status and the deal structures that mitigate this risk, say Elizabeth Leavy and Robert McCann at Reed Smith.

• Opinion

  To Achieve Diversity, Law Firms Must Reinvent Hiring Process

  

  If law firms are truly serious about making meaningful change in terms of diversity, they must adopt a demographically neutral, unbiased hiring equation that looks at personality traits with greater import than grades and class rank, says Thomas Latino at Florida State University College of Law.

• What Hong Kong Policy Shift Means For US Finance Cos.

  

  Now that the U.S. no longer considers Hong Kong autonomous from China, stateside financial services companies should monitor public company audit reporting, non-U.S. futures and swaps trading, and international capital reporting, say Matthew Kluchenek and Matthew Bisanz at Mayer Brown.

• Cybersecurity Steps For Law Firms Amid Heightened Risks

  

  With large swaths of the population indoors and primarily online, cybercriminals will be able to exploit law firms more easily now than ever before, but some basic precautions can help, says Joel Wallenstrom at Wickr.

• Opinion

  It's Time For Law Firms To Support Work-From-Home Culture

  

  Now that law firms are on board with fully remote work environments, they must develop policies that match in-office culture and align partner and associate expectations, says Summer Eberhard at Major Lindsey.