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 – July 1, 2020

Gibson Dunn lawyers in London provide a summary and compendium of English law legal developments during the current COVID-19 pandemic as of July 1, 2020.

COVID-19 UK Weekly Webinar – June 29, 2020

In this webinar recorded June 29, 2020, part of a regular 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

This Alert reports on recent intellectual property law developments relating to the COVID-19 pandemic, as of June 26, 2020.

Additional U.S. Public Company Disclosure Considerations Related to the Impact of COVID-19

Click for PDF Due to the ongoing assessment of the impact of COVID-19 on companies’ operations, liquidity and capital resources and overall economic and market conditions, companies should take special care in preparing for their quarterly reporting.  To aid in this effort, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”) has posted […]

COVID-19 UK Weekly Webinar – June 15, 2020

In this webinar recorded June 15, 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.

New York State Businesses Must Adhere to Strict Compliance Requirements As They Reopen

On June 17, 2020, New York Governor Andrew Cuomo announced that New York City and Long Island will proceed to the next phase of the State’s reopening process.

COVID-19 UK Bulletin – June 17, 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 17, 2020.

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

Click for PDF This Alert reports on recent intellectual property law developments relating to the COVID-19 pandemic.  First, we describe new initiatives launched by the United States Patent and Trademark Office (“USPTO”) and the United States Department of Energy (“DOE”) compiling helpful information for intellectual property stakeholders seeking to combat the pandemic.  Second, we report […]

Federal Reserve Modifies Main Street Lending Programs to Expand Eligibility and Attractiveness

On June 8, 2020, the Federal Reserve announced revisions to the three Main Street lending facilities it is creating under the CARES Act.

The CARES Act, the Higher Education Emergency Relief Fund, and Guidance for Schools to Limit Litigation Exposure

Gibson Dunn lawyers present an overview of the Higher Education Emergency Relief Fund (HEERF) and its conditions, potential False Claims Act pitfalls, and advice for ensuring compliance and avoiding litigation.

President Signs Paycheck Protection Program Flexibility Act

On June 5, 2020, the President signed into law H.R. 7010, the Paycheck Protection Program Flexibility Act of 2020 (“PPP Flexibility Act”), which relaxes a number of requirements of and restrictions on the Paycheck Protection Program (“PPP”) established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and clarified by subsequent guidance from the Small Business Administration (“SBA”) and the U.S. Department of the Treasury.[i]  The bill passed the House by a vote of 417-1 and the Senate by voice vote, reflecting the strong bipartisan support behind the legislation.  Below is a summary of the major changes to the PPP instituted by the PPP Flexibility Act. 

Webcast: Preparing For A Surge In Whistleblower Claims: From Developing A Compliance Plan To Best Practices When Investigating And Litigating Claims

In this webcast, a joint Gibson Dunn/Deloitte panel discusses the coming surge in whistleblower activity amid the COVID-19 pandemic and how to properly address it.

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

Securities Regulation and Corporate Governance

ContactBrian Lane

Issues:

  • Contingency planning for the annual meeting of shareholders
  • Updating, reaffirming, or withdrawing earnings guidance
  • Managing stock buybacks and trading windows
  • SEC guidance on conditional relief of reporting delays

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