December 2022

Business News Digest

3 min

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We monitor key trends, significant updates, and related news that may affect established and new/growing companies across a variety of industries. Help us help you and your business by telling us what topics our team can address in upcoming editions of the Business News Digest. Click below to email our team of attorneys.

Featured Article

The Pandemic's Effect on Physician Practice Transactions: Valuation Issues, Differing Buyer and Seller Expectations, and the Rise of Transaction-Related Anti-Kickback Risk

The transaction marketplace for physician practices is incredibly active for physician owners, transaction lawyers, financing sources, consultants, tax advisors, and many other stakeholders. Whether it's health systems and hospitals acquiring or divesting primary care and specialty practices or private investment firms consolidating practices through large practice management services structures, the medical practice transaction ecosystem is very dynamic.

2022 Article Round-Up

SEC Proposes Sweeping Changes to Beneficial Ownership Reporting Requirements

On February 10, 2022, the Securities and Exchange Commission proposed amendments to Regulation 13D-G and Regulation S-T governing the reporting requirements of greater than 5% beneficial owners of shares of public companies. The proposed amendments include shortening the time periods within which statements on Schedule 13D and Schedule 13G, as well as amendments to such statements, are required to be filed. The proposed amendments also treat the holder of certain cash-settled derivative securities as the beneficial owner of the reference securities of such derivatives. In addition, the amendments dramatically alter the criteria for determining whether a "group" has been formed for Schedule 13D or Schedule 13G reporting purposes and provide new exemptions for specified group activity.

Finding Alpha in the Wireless Space: Regulatory Changes That Could Impact Investment

Regulatory certainty is a key component in investing in the wireless space. Whether you're evaluating a wireless network or an infrastructure play, a product that relies on wireless devices, or an emergent wireless technology, a potential acquisition or investment requires a comprehensive understanding of the venture. That includes the impact of the regulatory environment on the likelihood of success of the business plan and potential liabilities and risks.

Traditional due diligence may no longer be enough, given the quickly changing regulatory environment. When doing analysis and diligence, how can you ensure that it's comprehensive enough for today's regulatory environment?

UK Supreme Court Issues Long-Awaited Judgment Regarding Company Directors' Duties to Creditors

In an important decision for U.S. companies with UK subsidiaries, the UK Supreme Court recently handed down its long-awaited judgment in BTI 2014 LLC v. Sequana S.A., the first case in which the UK's highest court considered the duties of directors of UK companies to company creditors.

The Ruling

The court held that a "creditor duty" is triggered when the directors know, or ought to know, that the company is insolvent or bordering on insolvency, or that an insolvent liquidation or administration is probable. The court made clear that the creditor duty is not triggered merely because the company faces a "real risk" of insolvency at some point in the future.

Defense Costs for Long-Tail Claims: Making the Most of Your Insurance Coverage

Long-tail claims involve continuous or progressive injuries that occur over the course of multiple years. Often these claims occur in the context of long-latency diseases, such as those arising from asbestos exposure, or long-term pollution releases in the environmental context.

Business entities may be found liable for these "long-tail" exposures and, as a result, may be required to pay large sums in damages. Since the "bodily injury" or "property damage" occurs over the course of multiple years, successive years of insurance policies may provide coverage. Determining the availability for insurance coverage in these instances can be a complex exercise and depends largely on applicable state law.

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