Coronavirus (COVID-19) Resource Center

The COVID‐19 pandemic continues to create uncertainty in the global economy.  Companies worldwide are facing unique legal and operational challenges as a result of the outbreak. As this rapidly changing situation evolves, companies are working to overcome disruptions in their daily business, to implement changes to their operations, to mitigate risk factors affecting their employees, and where possible, to resume business as usual.  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 are also providing ongoing 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's comprehensive business continuity plan and extensive technology resources allow us to continue providing excellent client service through these challenging circumstances. 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

Small Business Administration Publishes Interim Final Rules for First Draw and Second Draw PPP Loans

In early January 2021, the Small Business Administration (SBA) issued two interim final rules incorporating changes to the Paycheck Protection Program (PPP) prescribed by the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. Gibson Dunn lawyers discuss the key provisions of the interim final rules.

Update on Intellectual Property 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 January 2021, and provides updates on various developments covered in previous alerts.

Coronavirus Relief Package Passed by Congress Would Revive Paycheck Protection Program and Provide Additional Relief to Eligible Businesses

On December 21, 2020, Congress passed a massive $2.3 trillion, 5,593-page, bicameral and bipartisan year-end legislation package to fund the government and provide long-delayed coronavirus relief.

Webcast: Update on COVID-19-Related Developments in Securities Litigation and Corporate Best Practices

In this webinar, Gibson Dunn and Cornerstone Research will provide an update on COVID-19-related securities litigation filed since the pandemic began and corporate best practices

An Employer Playbook for the COVID “Vaccine Wars”

This Client Alert offers a “Playbook” for employers to navigate the choppy waters of the coming COVID-19 vaccines. We set out key considerations, both for employers who want or ultimately may be required to pursue a mandatory vaccination program and for employers who wish to encourage voluntary compliance.

SEC Brings First Enforcement Action Against a Public Company for Misleading Disclosures About the Financial Impacts of the Pandemic

On December 4, 2020, the Securities and Exchange Commission announced its first enforcement action against a public company for misleading disclosures about the financial effects of the pandemic on the company’s business operations and financial condition.

Gibson Dunn Secures Landmark Supreme Court Decision Enjoining COVID-19 Restrictions On Houses of Worship

On November 25, 2020, the Supreme Court ruled in favor of Gibson Dunn client The Roman Catholic Diocese of Brooklyn, New York, holding that provisions of a New York Executive Order that imposed “severe” fixed-capacity restrictions on attendance at religious services likely violate the Free Exercise Clause of the First Amendment, were causing irreparable harm, and must be enjoined pending appeal. 

Webcast: SEC Enforcement Focus on COVID-19 Issues and Key Areas of Risk

In this webcast, a panel of Gibson Dunn lawyers discusses the SEC’s enforcement priorities and key areas of risk in light of COVID-19.

California Extends Residential Housing Development Entitlements Due to COVID-19

California’s housing shortage continues as the state grapples with the COVID-19 pandemic.  In an effort to mitigate delays in housing production throughout the state, California Governor Gavin Newsom recently signed into law Assembly Bill 1561 (“AB 1561”), which extends the validity of certain categories of residential development entitlements.

Stock-for-Stock Mergers During the Coronavirus (COVID-19) Crisis – A Potential Strategic Solution

The widespread economic uncertainty caused by COVID-19 poses distinct challenges for buyers and sellers seeking to identify M&A opportunities, as companies evaluate the impact of the pandemic on their businesses to date, and seek to predict its future impact.

UK Government Announces Its ‘Winter Economy Plan’

On September 24, 2020, the UK Government announced its “Winter Economy Plan” – a series of employment and business support and tax measures intended to support the UK economy as the COVID-19 pandemic continues to impact economic output.

COVID 19: German Rules on Possibility to Hold Virtual Shareholders’ Meetings Likely to Be Extended Until End of 2021

With talk about a second Coronavirus wave gathering pace, the German Ministry of Justice and Consumer Protection (Bundesministerium der Justiz und für Verbraucherschutz) is proposing to extend the temporary COVID-19-related legislation of March 2020 significantly simplifying the passing of shareholders’ resolution, including, in particular, the possibility to hold virtual-only shareholders’ meetings.

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

Public Policy

ContactMichael BoppMylan Denerstein

Issues:

  • Congressional and Executive Branch responses to COVID-19
  • Advocacy relating to such responses
  • Federal programs to assist businesses affected by the pandemic
  • Navigating agency guidelines
  • Advising on eligibility

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

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