COVID-19 Resources
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Last Update: April 20, 2020 COVID-19 Resources Cadwalader, Wickersham & Taft LLP www.cadwalader.com Table of Contents 01 The Impact of COVID-19 on Financial Contracts Melis Acuner, Nick Shiren, Assia Damianova, Emma Farrow 07 Banking Agencies Issue Temporary Deferral of Appraisals and Evaluations for Real Estate Transactions Scott Cammarn, Mark Chorazak, Steven Herman, Nicholas Brandfon 09 FCA Sends “Dear CEO” Letter to UK Banks on Lending to SMEs and Responsibilities of Senior Managers Suzanne Bell, Robert Cannon, Stephen Day, Claire Puddicombe, David Quirolo, Nick Shiren, Daniel Tobias, Michael Sholem 12 Revisiting Pre-Negotiation Agreements in the Era of Covid-19 Steven Herman, Michael Anglin 15 Anticipating Securities Litigation in Response to the Pandemic Nathan Bull, Jason Halper, Victor Celis, Hyungjoo Han, Matthew Karlan, James Orth 25 Federal Reserve Announces Main Street Lending Program Cadwalader Financial Services Attorneys 30 Federal Reserve Announces Municipal Liquidity Facility Scott Cammarn, Mark Chorazak, Ivan Loncar, Jed Miller, Lary Stromfeld, Nihal Patel, Owen Omoregie, Danielle Wheeler 33 COVID-19 and the Courts: Part II – How Appellate Court Procedures Are Changing and What May Be Here to Stay Christopher Hughes, Bradley Small, Jessica Talar, Monica Martin 40 FCA Publishes Final Guidance on Temporary Financial Relief for Consumer Credit Customers Affected by COVID-19 Suzanne Bell, Robert Cannon, Stephen Day, David Quirolo, Michael Sholem 44 IRS Issues Securitization Guidance on Coronavirus-Related Forbearances Jason Schwartz, Gary Silverstein, Linda Swartz 47 The Paycheck Protection Program and the Secondary Market Joseph Beach, Scott Cammarn, Gregg Jubin, Peter Morreale, Lorien Golaski 50 ISS Provides Policy Guidance on Limited Duration Poison Pills to Address the Impact of COVID-19 Braden McCurrach, William Mills, Peter Bariso 52 NYSE Temporarily Waives Certain Shareholder Approval Requirements Christopher Hughes, William Mills, Chelsea Donenfeld Cadwalader, Wickersham & Taft LLP (Cadwalader) is a registered limited liability partnership established under the laws of the State of New York. The personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or at www.cadwalader.com. A list of our partners, who are Solicitors or Registered Foreign Lawyers in England and Wales, is available for inspection at the above address. Regulated by the Solicitors Regulation Authority. 55 Federal Reserve Broadens Range of Eligible Collateral for Term Asset-Backed Securities Loan Facility (TALF) Cheryl Barnes, Joseph Beach, Aaron Benjamin, David Burkholder, Scott Cammarn, Mark Chorazak, Sophie Cuthbertson, Michael Gambro, Chris Gavin, David Gingold, Stuart Goldstein, Kahn Hobbs, Gregg Jubin, Robert Kim, Henry LaBrun, Peter Morreale, Lisa Pauquette, Frank Polverino, Gregory Prindle, Jeffrey Rotblat, Ira Schacter, Nathan Spanheimer, Neil Weidner, Anna Glick, Noah Allen 62 COVID-19 and the Courts: How Court Procedures Across the Country Are Changing and What May Be Here To Stay Christopher Hughes, Bradley Small, Jessica Talar 65 FCA Proposals on Temporary Financial Relief for Consumer Credit Customers Affected by COVID-19 Suzanne Bell, Robert Cannon, Stephen Day, David Quirolo, Michael Sholem 69 Extraordinary Measures in Extraordinary Times: The Federal Reserve Responds to the Coronavirus Pandemic Joseph Beach, Scott Cammarn, Mark Chorazak, Christopher van Heerden 78 The SBA’s Paycheck Protection Program Explained Joseph Beach, Scott Cammarn, Bonnie Neuman, Lorien Golaski 84 What are the Effects on the SEC’s Enforcement Program? Kyle DeYoung, Lex Urban 87 Litigation, Incarceration, and Investigation in the Time of COVID-19 Jodi Avergun, Kevin Roberts, Lex Urban, Duncan Grieve, Rachel Ross, Stephen Weiss, Wesley Wintermyer 99 Cybersecurity and Data Privacy Best Practices Remain Critical During the Coronavirus Pandemic Joseph Moreno, Keith Gerver, Hyungjoo Han, Stephen Weiss 103 Protecting Trade Secrets in the Midst of the COVID-19 Pandemic John Moehringer, Danielle Tully, Michael Powell 107 Practical Guide to Electronic Signatures Beth Taylor, Gillian Burns, Joshua Martinez, Bradley Small 110 Competitor Collaborations in the Time of COVID-19 Joel Mitnick, Ngoc Hulbig 113 Are You For Real? Due Diligence in the Age of Coronavirus Jodi Avergun, James Treanor, Christian Larson, William Simpson, Tammy Tran 119 Coronavirus Bill Radically Overhauls the Use of Video / Telephone Facilities in UK Criminal Proceedings Kevin Roberts, Duncan Grieve 123 The UK Government and Regulators Respond to the COVID-19 Pandemic Adam Blakemore, Joanna Valentine, David Quirolo, Michael Sholem, Oliver Bond Cadwalader, Wickersham & Taft LLP (Cadwalader) is a registered limited liability partnership established under the laws of the State of New York. The personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or at www.cadwalader.com. A list of our partners, who are Solicitors or Registered Foreign Lawyers in England and Wales, is available for inspection at the above address. Regulated by the Solicitors Regulation Authority. 133 Key Provisions of the Coronavirus Aid, Relief, and Economic Security (CARES) Act Andrew Alin, Joseph Beach, Richard Brand, Scott Cammarn, Mark Chorazak, Sophie Cuthbertson, Michael Gambro, Chris Gavin, Christopher Hughes, Vivian Maese, Braden McCurrach, William Mills, John Moehringer, Jason Schwartz, Linda Swartz, David Teigman 154 Patent Rights in the COVID-19 Pandemic: How will Industries and Governments Respond? Dorothy Auth 159 SEC Guidance on Shareholder Meetings and Filing Deadline Extensions in Light of COVID-19 Concerns Braden McCurrach, William Mills, Gregory Patti, Chelsea Donenfeld 163 Thoughts on Force Majeure and Impossibility of Performance Steven Herman, Amanda Reasoner 167 DOJ and FTC Launch Expedited Review Process for COVID-19-Related Collaborative Efforts Gregory Langsdale, Peter Moll, Brian Wallach, Lindsay Barnes 169 Restrictions on Short Selling in the UK and European Union Michael Newell, Joanna Valentine 175 DFS Releases Emergency Regulation on Forbearance Actions Scott Cammarn, Mark Chorazak 177 New York Governor Issues Executive Order on Forbearance Actions Scott Cammarn, Mark Chorazak 179 The Effects of COVID-19 on U.S. Antitrust Merger Clearance and Potential Delays in Transaction Closings Joel Mitnick, Marshall Jones 181 Federal Reserve Launches TALF (Again) Scott Cammarn, Mark Chorazak Cadwalader, Wickersham & Taft LLP (Cadwalader) is a registered limited liability partnership established under the laws of the State of New York. The personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or at www.cadwalader.com. A list of our partners, who are Solicitors or Registered Foreign Lawyers in England and Wales, is available for inspection at the above address. Regulated by the Solicitors Regulation Authority. COVID-19 Update: The Impact of COVID-19 on Financial Contracts April 20, 2020 The current market volatility arising from the restrictions imposed to reduce the risk of spread of COVID-19 has led many market participants to consider their position under existing contractual relationships, including, assessing their own obligations and whether any potential or actual event of default has occurred in respect of their counterparty. This memo illustrates practical issues to be taken into account by a counterparty to a financial contract in making these considerations using, as an example, a derivative transaction1. What do I Need to Diligence Under My Existing Financial Contracts Given Current Events? Do market closures affect my obligations? The impact of COVID-19 has led to unprecedented measures being put in place in many jurisdictions around the world which have, or may in the future have, the effect of closing markets in a variety of locations. These closures, and the location of the markets which are subject to closure, will need to be carefully considered to determine their impact on a party’s position under a financial contract. For example, the standard form ISDA Master Agreement (both the 1992 version and the 2002 version) contains a number of provisions which utilise the concept of Local Business Day or General Business Day which are defined, depending on their use, by reference to whether commercial banks or settlement systems are open in various places, locations or cities. These definitions are used to determine the due date for payment obligations, the calculation of interest, and whether a notice has been effectively served. Further, financial contracts may also contain product-specific provisions dealing with market closure, for example, the provisions relating to Pricing Disruption Events and Settlement Disruption Events under ISDA’s Equity Derivatives Definitions. 1 The example of a derivative transaction is used as market volatility can immediately result in margin requirements in transactions with daily mark-to-market provisions. However, as the facts and specific provisions of each contractual relationship will vary from case to case, market participants should seek tailored legal advice. This memorandum has been prepared by Cadwalader, Wickersham & Taft LLP (Cadwalader) for informational purposes only and does not constitute advertising or solicitation and should not be used or taken as legal advice. 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