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

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

California Assembly Bill 929 (Diversity Bill), which was passed by the California State Legislature on August 30, 2020, and signed into law by California Governor Gavin Newsom on September 30, 2020, requires domestic and foreign publicly held corporations headquartered in California to include people from underrepresented communities on their boards of directors.

Historically Non-diverse Boards

On August 25, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor” in Rule 501 promulgated under Regulation D of the Securities Act of 1933. Historically, individual investors who do not meet specific income or net worth tests have been denied many opportunities to invest in private equity

McDonald’s Corporation (McDonald’s) sued its former Chief Executive Officer, Steve Easterbrook, in August 2020 in an effort to force him to repay the $40 million in severance and equity awards provided to him when the company terminated his employment.  McDonald’s board of directors (Board) originally terminated Easterbrook’s employment without cause in November 2019, but subsequent

On a matter of first impression, the Delaware Court of Chancery (the Court) found in In re WeWork Litigation that corporate officers of a Delaware corporation may not unilaterally deny a director of a corporation access to communications with company counsel or outside counsel based on the premise that such communications are privileged.



The Delaware Court of Chancery (the Court) in In re Homefed Corporation Stockholder Litigation chronicles a controlling stockholder’s failed attempt to use the protections outlined in Kahn v. M & F Worldwide Corp. (MFW) to qualify for a business judgment review of its going-private, minority stockholder buyout. The court addresses when and how communications directly

The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions. However, with the unprecedented economic impact of the COVID-19 pandemic, these financial measurements take on even greater importance as borrowers seek to maintain financial covenants in their credit

The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC[1] ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC (“Target”) by LightEdge Holdings, LLC (“Buyer”).  Among other claims, Buyer alleged fraud, fraudulent inducement and breach of contract by the

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members holding a minority equity interest (the “Minority Members”) in Skye Mineral Partners, LLC (“SMP”) and the manager who the