Coronavirus (COVID-19) Resource Center

The COVID‐19 outbreak is creating a great deal of uncertainty in the global economy.  Companies worldwide are facing unique legal and operational challenges related to the growing anxiety surrounding the outbreak. As this rapidly changing situation evolves, companies are working to navigate disruptions in their daily business, to anticipate potential changes to their operations as well as working to mitigate those risk factors affecting their employees.  Gibson Dunn is equipped to provide strategic counsel and advise clients  on how to best approach many of these key issues.  We can develop and execute a comprehensive approach to guide clients through this complex and fast‐moving situation.

Gibson Dunn has created a multidisciplinary task force to assist our clients.  Please feel free to reach out to any of the individuals identified below with questions or concerns.  We will also be providing regular communications to our clients and friends addressing the many issues outlined below.

We are closely monitoring the guidance issued by government health officials and global health organizations. Our firm has a comprehensive business continuity plan in place and the necessary technology resources to continue to provide excellent client service through these challenging circumstances. Should temporary office closures become necessary to protect our lawyers, staff and communities, we are confident that our lawyers will remain well-equipped to assist clients with their ongoing needs without significant interruption.

Circumstances and information surrounding the pandemic are rapidly changing. Please follow the latest updates via the Centers for Disease Control and Prevention and the World Health Organization.

Latest Insights

COVID-19 UK Bulletin – June 3, 2020

Gibson Dunn lawyers in London provide a summary and compendium of English law legal developments during the current COVID-19 pandemic as of June 3, 2020.

New York State Legislature Passes Relief Package for Renters and Property Owners

On May 28, 2020, the New York State Legislature fast-tracked a set of bills providing accommodations for renters and property owners affected by COVID-19.

UK government announces important changes to the Coronavirus Job Retention Scheme and Self-Employment Income Support Scheme

On 29 May 2020, the Chancellor announced how the Coronavirus Job Retention Scheme (“CJRS”) and Self-Employment Income Support Scheme will operate over the next five months and eventually terminate on 31 October 2020. Further guidance on the flexible furlough and how employers should calculate claims will be published on 12 June and we will accordingly publish further information.

Federal Reserve Releases Application Materials and Guidance for the Main Street Lending Programs

On May 27, 2020, the Federal Reserve Bank of Boston released additional information on the three lending facilities the Federal Reserve is creating under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).

COVID-19 UK Weekly Webinar – June 1, 2020

In this webinar recorded June 1, 2020, part of a weekly series, Gibson Dunn lawyers in London provide highlights on the latest COVID-19 related changes to UK law and government policy.

Update on Intellectual Property-Related Issues in the Response to COVID-19

Gibson Dunn lawyers report on recent intellectual property law developments relating to the COVID-19 pandemic, as of May 28, 2020.

UK Financial Conduct Authority Outlines Expectations for Managing Enhanced Market Conduct Risks in the Context of the Pandemic

On 27 May 2020, the UK Financial Conduct Authority (the “FCA”) published Market Watch 63 (“MW63”). MW63 highlights that market participants (including issuers, their advisers and all other market participants) may be subject to new and emerging market conduct risks as a result of the current increase in primary market activity and working from home arrangements widely mandated as a result of public policy to deal with the COVID-19 pandemic. It then sets out the FCA’s expectations on market participants in terms of identifying and mitigating those risks in the current environment.

Gaps in the EPA’s COVID-19 Temporary Enforcement Policy: What Regulated Entities Should Consider as Compliance Issues Arise Due to the Pandemic

Since the U.S Environmental Protection Agency (EPA) issued its “Temporary COVID-19 Enforcement Policy” on March 26th, many regulated entities have successfully obtained extensions of consent decrees and other deadlines.

Key Considerations for Issuers and Auditors Regarding Going-Concern Analysis

Issuers in the United States and their auditors have related, but distinct, obligations to evaluate on a periodic basis whether there is substantial doubt about the issuer’s ability to continue as a going concern.[1]  In normal times, this evaluation, conducted with an appropriate level of diligence, results as to almost all major public companies in the conclusion that there is no substantial doubt about the entity’s ability to meet its obligations in the months to come. 

New Foreign Investment Restrictions Imposed by India

Given the circumstances surrounding the COVID-19 pandemic, valuations and stock prices of Indian companies have witnessed precipitous declines. The government of India has revised the country’s investment laws to check “opportunistic takeovers/acquisitions” of Indian companies.

COVID-19 UK Weekly Webinar – May 18, 2020

In this webinar recorded May 18, 2020, part of a weekly series, Gibson Dunn lawyers in London provide highlights on the latest COVID-19 related changes to UK law and government policy.

Pending California Landlord-Tenant Legislation Could Have Significant Impacts on Property Owners

This Gibson Dunn update outlines the current state of these measures as they stand in the legislative process, but these bills are constantly changing and will likely continue to evolve in the days and weeks ahead.

Key Contacts, Issues and Resources

Transactional

Global Finance

ContactJanet Vance

Issues:

  • Financial covenant testing and compliance
  • EBITDA adjustments relating to COVID-19
  • Planning for liquidity issues
  • Material adverse change/material adverse effect conditions to borrowing
  • COVID-19 impact on representations
  • Communications with lenders regarding impact and changes
  • Decision making regarding when/whether to seek amendments or waivers to loan agreements in the current disrupted environment
  • Whether/when to draw remaining revolver capacity given unstable markets

Mergers and Acquisitions / Private Equity

Contact: Barbara Becker (Mergers & Acquisitions), John Pollack (Private Equity)

Issues:

  • MAE/MAC provisions
  • Termination rights and break-up fees
  • Diligence and addressing COVID-19-related issues via representations and warranties
  • Drafting and negotiating interim operating covenants related to the COVID-19 crisis
  • Reps and Warranty Insurance in the COVID-19 crisis
  • Purchase price adjustments – how to navigate the impact on working capital and other adjustment items
  • Acquisition debt financing issues (including reverse break fees for debt financing failures)
  • Refinancing debt and/or equity, financing covenant relief and default cures
  • Bridge financing
  • Force majeure and related issues in material contracts
  • Whether to start a sales process and what to do if a process is already underway

Tax

Contact: Sandy BhogalLorna Wilson

Issues:

  • Debt modifications, workouts, restructurings – Deemed exchanges, cancellation of indebtedness income, taxable and tax-free reorganizations, ordinary/capital losses on worthless debt or equity interests, REIT testing, distributions and other qualification issues
  • Distressed investment – Phantom income, market discount, REIT qualification issues
  • Net operating loss (NOL) carrybacks – Analyzing the NOL consequences of ownership changes; Drafting and negotiating entitlements to refunds resulting from NOL carrybacks under purchase agreements, analyzing such entitlements under existing agreements
  • Easing limitations on NOL carryforwards, business interest and other deductions/losses
  • Tax payment and return filing extensions and penalty waivers at the federal, state and local levels (e.g., income, sales and use, property, transfer taxes, excise, gross receipts, business, hotel occupancy, etc.)
  • Other COVID 19 tax relief in the United States for employers and employees, including both income and employment tax consequences, and ongoing analysis of legislative activity at the federal and state level
  • Monitoring COVID 19 legislation across Europe and the OECD member states

Litigation

Class Actions

Contact: Christopher Chorba

Issues:

  • Enforcement of class action waivers/arbitration clauses
  • Unfair competition / false advertising claims
  • Lack of Art. III standing/injury
  • Breach of express/implied warranty
  • COVID-related challenges to installment / subscription contracts due to service interruptions, and company refund policies
  • Subsequent remedial measures/catalyst theories
  • Negligence/strict liability
  • Medical monitoring claims

Crisis Management

ContactReed BrodskyPenny MaddenBenno Schwarz

Issues:

  • Develop and/or refresh crisis management plans in light of current pandemic
  • Develop and implement communications to stakeholders as it relates to office closings, employee quarantines and potential adverse impacts on delivery of products and services
  • Interface with relevant government agencies as it relates to reputational and/or liability issues

Labor and Employment

ContactJason SchwartzJames CoxMark ZimmerNataline Fleury

Issues:

  • Employee privacy rights
  • Protecting employees/OSHA issues
  • Challenges of forced PTO
  • FMLA and other benefits
  • Maintaining consistency with leave policies
  • Business travel restrictions
  • Legal challenges presented by remote work

Regulatory

Administrative Law and Regulatory

Contact: Helgi Walker

Issues:

  • COVID-related regulatory reform
  • COVID-related agency action, including rulemakings and adjudications
  • Judicial review of COVID-related agency action

Privacy, Cybersecurity and Consumer Protection

Contact: Ryan BergsiekerAhmed Baladi

Issues:

  • Collection and disclosure of health and other personal information from employees, site visitors, and others
  • GDPR (Europe), CCPA (California), HIPAA, ADA, and other federal, state, and international privacy regulations
  • Cybersecurity risks from telework/remote access and use of personal electronic devices
  • Phishing and ransomware attacks related to virus

Industries

FDA and Health Care

ContactMarian Lee

Issues:

  • Impacts to FDA-regulated product development, clinical trials, manufacturing, and distribution
  • Exercises of enforcement discretion and modifications to FDA regulatory requirements during COVID-19
  • Drug and medical device shortages
  • Products intended to diagnose, treat, or prevent COVID-19
  • Regulation of personal protective equipment (PPE)
  • FDA Emergency Use Authorizations (EUA) of medical products
  • Protections under the Public Readiness and Emergency Preparedness (PREP) Act
  • Expansion of telehealth
  • Enforcement actions relating to COVID-19

Real Estate

Global Overview