May 2021

Business News Digest

4 min

Featured Article

Glass Building

This month's featured article examines certain considerations for private companies contemplating a merger with a special-purpose acquisition company.

SPAC Mergers: Key Considerations for Private Company Targets

Special-purpose acquisition companies (SPACs) have been around for many years, but they have become very popular in the last two years, raising more than $83 billion in 2020 and around $100 billion already in 2021. In fact, the amount SPACs raised in 2020 was more than the total raised in the prior decade. A SPAC raises capital in an initial public offering (IPO) with the intention of identifying and merging with a private company within 18 to 24 months after the IPO. Given the significant amount of capital SPACs have raised, the number of SPAC mergers with private companies will continue to grow over the coming months and years.

Corporate Group Alert

Key Provisions in NDAs in a Competitive M&A Sales Process

Venable associate Scott Rissmiller published "Key Provisions in NDAs in a Competitive M&A Sales Process" in Finance Monthly. The following is an excerpt:

In any M&A sales process, the seller's counsel will negotiate a non-disclosure agreement (NDA) with potential buyers and their legal counsel. The one-way NDA that each buyer executes protects the seller's confidential information. There could be 30, 40, 50 or more potential buyers in a highly competitive M&A sales process, which means an NDA for each potential buyer. Scott Rissmiller has counselled sellers in two different sales processes in the last nine months that involved over 30 and over 50 NDAs, respectively. While some buyers sign the NDA as provided, many buyers negotiate it. Comments on an NDA from the two types of buyers (i.e., strategic and financial sponsors) will vary, especially regarding certain NDA provisions.

Venable Deals Highlights

Venable partner Joshua Kaufman recently led the negotiation of the display of David Hockney's latest work to be shown simultaneously on giant video billboards around the world including Times Square in New York City and Sunset Blvd in Los Angeles. The project has been mentioned already in the New York Times and the Daily Mail.

Upcoming Events

Staying Remote, Returning to Work, or Both? Legal Considerations for Nonprofits

May 19, 2021 | Webinar

Please join us for a valuable discussion as we examine several of the key rules nonprofits need to be aware of as they approach the issue of remote work. This presentation will provide a glimpse into a number of questions company leadership must ask themselves when considering the future of their workers and workplace environments. From employment laws to tax issues that could arise in conjunction with remote work, our panelists will provide insight into the considerations your nonprofit organization must be aware of when determining solutions to this complex, wide-ranging topic.

Newest Trends in Health Data Breaches: FTC, OCR, and AG Enforcement

May 26, 2021 | Webinar

Please join us for the second in a series of Venable webinars focused on the latest trends in health tech. With our expansive team of practitioners from our health, privacy, and regulatory practice groups, Venable is ideally situated to provide a unique analysis of, and perspective on, what lies ahead in 2021 and beyond in terms of government enforcement regarding health data breaches, and practical tips on how to prepare for and respond to a health data breach.

Recent Event Recaps

Tax Implications of the U.S. Investment in Infrastructure

CFPB Enforcement and the Biden Administration

How to Make the Most of the Next 100 Days: The Policy Issues Congress and the Biden Administration Will Consider

Nonprofit Mergers and Acquisitions: Is Now the Time for Your Organization?

Relevant Alerts from other Venable Practice Groups

For your convenience, we have assembled below a collection of certain Venable alerts covering a variety of topics and practice areas.

Now, It's Personal: Individual Liability in Recent CFPB Enforcement Actions

CFPB's Annual Report Highlights the Pandemic's Impact on Consumer Complaints

The SBA's New Restaurant Revitalization Fund Guidance: A Tantalizing Appetizer