Coronavirus Resource Hub

Legal and business insights on the COVID-19 pandemic

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.

Topics by region

Antitrust

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.

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.

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.

Will COVID-19 Impact Antitrust Review of M&A Deals + How Can Parties Minimize Disruption?
Cooley reviews antitrust FAQs for merging parties.

[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.

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.

DOJ Increases Enforcement Related to COVID-19
The DOJ's Antitrust Division has signaled it will step up enforcement in response to COVID-19.

Business restructuring & reorganization

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.

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.

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.

Capital markets

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.

Communications

FCC Adopts Rules for Round 2 of COVID-19 Telehealth Program Funding
The FCC has adopted rules to implement Round 2 of the COVID-19 Telehealth Program, making available almost $250 million in new funding for pandemic-related telehealth initiatives by nonprofit healthcare providers.

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.

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.

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.

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.

FCC Announces Postponements
The FCC has announced multiple postponements, including the start dates for spectrum auctions, and deadlines for comments, reports and applications.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

[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.

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.

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.

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.

Contracts + commercial litigation

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.

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.

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.

Cyber/data/privacy

[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 for Law360.

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.

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.

Debt finance

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.

Education

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.

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.

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.

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.

Student and Borrower Relief Under the CARES Act
The CARES Act relaxes federal student aid requirements for certain students and borrowers.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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. 

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.

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.

Employment

Virginia Enacts Permanent COVID-19 Employee Health and Workplace Safety Regulations
Virginia became one of the first states in the US to pass a mandatory COVID-19 workplace safety rule. The new rule, passed by the Virginia Department of Labor and Industry’s Safety and Health Codes Board, largely mirrors the temporary emergency workplace safety standards passed in July and includes mandatory requirements for all Virginia employers.

EEOC Issues COVID-19 Vaccine Guidance
Employers may mandate COVID-19 vaccines within the parameters of federal civil rights laws, so long as they are prepared to address accommodation requests on the basis of disability or religion.

California Department of Public Health Issues New Quarantine Guidance
The California Department of Public Health published quarantine guidance providing that all asymptomatic COVID-19 exposures may discontinue quarantine after day 10 with or without testing.

End-of-Year Employer Reminders Regarding COVID-19 Paid Sick Leave, Reporting Obligations in California
This alert summarizes recently enacted requirements applicable to California employers regarding sick pay and reporting positive COVID-19 cases.

Cal/OSHA Enacts COVID-19 Emergency Temporary Standards
All California employers who have more than one employee working onsite will immediately need to establish, implement and maintain an effective written COVID-19 prevention program.

California Creates New Family Medical Leave Law Applicable to Small Employers
California Gov. Gavin Newsom signed into law SB 1383, which dramatically expands the scope of the California Family Rights Act and will now require most employers in California to provide certain unpaid medical leaves to eligible employees starting in 2021.

San Francisco Enacts ‘Right to Reemployment’ Ordinance
The San Francisco Board of Supervisors passed an emergency ordinance that imposes rehiring, notice and reporting obligations onto San Francisco employers who have recently conducted, or who plan on conducting, layoffs related to COVID-19.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

Fund formation

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.

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.

Government contracts

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.

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."

Insurance

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.

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.

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.

Intellectual property

US Trademark and Copyright Reforms Accompany COVID-19 Relief
The Consolidated Appropriations Act, 2021 passed by Congress on December 21, 2020, and signed into law by President Donald Trump on December 27, includes sweeping changes to US trademark and copyright law.

USPTO Extends Deadlines Under CARES Act
The US Patent and Trademark Office has again announced an extension for select patent and trademark filings.

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.

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.

Investment funds

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.

Legislation

Additional PPP Funding Available, Subject to New Eligibility Requirements
The Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act has been signed into law. First-time PPP borrowers may continue to borrow under the original PPP, subject to new eligibility rules, and second-time PPP borrowers may now apply for second draw loans.

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.

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.

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.

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.

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.

New PPP Loan FAQ: Safe Harbor Extended to May 14, 2020
Safe harbor to repay PPP funds extended to May 14.

Fed Provides Additional Guidance on $600B 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.

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.

PPP Loan Program – Additional Interim Final Rules
SBA provides additional guidance on “necessity” certification.

PPP Loan Program New FAQs Released: ‘Necessity’ Guidance
New FAQ provides guidance around “necessity” certification and announces grace period to return funds.

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.

[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.

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.

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.

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.

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.

SBA Programs Under the CARES Act: Are You Eligible for Federal Assistance?
We have addressed questions of business eligibility.

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.

Life sciences

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.

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.

[Recorded audioQ1 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.

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

[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.

[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.

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.

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.

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.

Nonprofit

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.

Nonprofit Guide to the CARES Act
Nonprofit organizations can take advantage of many of the relief options offered by the CARES Act.

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

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.

Public companies

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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."

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.

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.

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.

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.

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.

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.

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.

Real estate

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.

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.

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.

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.

Tax

Consolidated Appropriations Act 2021 Provides Further Pandemic Tax Relief
Consolidated Appropriations Act 2021 Provides Further Pandemic Tax Relief - The recently enacted Consolidated Appropriations Act, 2021 provides additional tax relief for businesses in response to the COVID-19 pandemic.

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.

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.

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.

CARES Act Provides Tax Relief in Response to COVID-19 Pandemic
The CARES Act provides federal income and payroll tax relief for businesses.

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.

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.

Trade secret litigation

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

SBA Issues Guidance for Borrower Changes of Ownership
On October 2, the SBA released new guidance for PPP borrowers regarding changes of ownership. Here are the key takeaways.

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.

White collar

PPP Lenders Beginning to Receive Scrutiny Alongside Borrowers
It is no longer only borrowers who are facing potential Paycheck Protection Program loan scrutiny. Increasingly, lenders are also attracting the attention of federal regulators and investigative agencies.

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.

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.

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

COVID-19 Contacts
Maureen Alger Partner, Palo Alto
Laura Berezin Partner, Palo Alto
Barbara Borden Partner, San Diego
Wendy Brenner Partner, Palo Alto
Nicole Brookshire Partner, Boston
Alfred Browne Partner, Boston
Erin Estevez Special Counsel, Washington, DC
Rod Freeman Partner, London
Jacqueline Grise Partner, Washington, DC
J.G. Harrington Special Counsel, Washington, DC
Cathy Hershcopf Partner, New York
Greg Hoffnagle Special Counsel, New York
Matthew Johnson Special Counsel, Washington, DC
Claire Keast-Butler Partner, London
Christopher Kimball Partner, Washington, DC
Heidi Lawson Partner, Boston
Eileen Marshall Partner, Washington, DC
Joshua Mates Partner, San Francisco
Chadwick Mills Partner, San Francisco
David Mills Partner, Washington, DC
Alessandra Murata Partner, Palo Alto
Danielle Naftulin Partner, Palo Alto
Pablo Nichols Special Counsel, Washington, DC
Adam Ruttenberg Partner, Washington, DC
Cullen Drescher Speckhart Partner, Washington, DC
Gregory Tenhoff Partner, Palo Alto
Erin Walczewski Pro Bono Counsel, Boston
Peter H. Werner Partner, San Francisco
Adriana Wirtz Partner, New York
Jay Vaughan Partner, Washington, DC