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

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.

Webcast: Potential Implications of the COVID-19 Pandemic for Securities and Derivative Litigation

In this webcast, Gibson Dunn and Cornerstone Research discuss the potential implications of the COVID-19 pandemic for securities and derivative litigation.

President Trump Issues Executive Order on Regulatory Relief to Support Economic Recovery

On May 19, 2020, President Trump signed an executive order entitled “Regulatory Relief to Support Economic Recovery,” which seeks “to combat the economic consequences of COVID-19.” The Order instructs agencies to “rescind[], modify[], waiv[e], or provid[e] exemptions from regulations and other requirements that may inhibit economic recovery.”

COVID-19 UK Bulletin – May 20, 2020

Gibson Dunn lawyers in London provide a summary and compendium of English law legal developments during the current COVID-19 pandemic as of May 20, 2020.

Closed for COVID-19: Class Action Refund Lawsuits, Practical Considerations, & Potential Defenses

In the wake of closures and cancellations, consumer frustration has mounted, and scores of class action lawsuits have followed.  Gibson Dunn examines the industries facing these lawsuits, describes the theories that plaintiffs are asserting, and provides some practical considerations and potential defenses for these lawsuits.

Recent Constitutional Litigation Challenging Governmental Responses to the COVID-19 Pandemic

Gibson Dunn lawyers describe some of the Spring 2020 cases challenging COVID-19-related governmental actions on constitutional grounds.

U.K. Employment Law Considerations for Companies Responding to COVID-19 and Planning for a Return to the Workplace

Gibson Dunn identifies some of the key considerations for UK-based businesses when taking steps to comply with their health and safety obligations once certain groups of employees return to the workplace. 

Small Business Administration Publishes Loan Forgiveness Application

On May 15, 2020, the U.S. Small Business Administration (SBA) released the much anticipated loan forgiveness application for loans issued under the Paycheck Protection Program (PPP).

A Glimpse Behind the Curtain: Insights to SEC Enforcement During the Pandemic and Tips for Mitigating Investigative Risk

Areas of regulatory focus provide a helpful roadmap for companies and financial institutions, and reinforce the guidance we provided in our prior alert, to reduce the risk of drawing scrutiny.

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

Gibson Dunn reports on the steady pace of patent litigation and patent review filings during the COVID-19 pandemic, and notes that some aspects of ongoing patent litigation are also proceeding as usual. 

Webcast: Managing regulatory and legal risk in financial services during the COVID-19 pandemic

In this webcast, join a panel of Gibson Dunn lawyers in a discussion of ways for financial services businesses to manage legal and regulatory risks during the COVID-19 pandemic.

COVID-19 UK Bulletin – May 13, 2020

Gibson Dunn lawyers in London provide a summary and compendium of English law legal developments during the current COVID-19 pandemic as of May 13, 2020.

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