Sheppard's Nota Bene

While COVID-19 took the American capital markets by surprise, the resulting impact might be better than expected. We're taking a look at how American capital markets are faring in these pandemic times, including a closer look at the world of Initial Public Offerings (IPOs) and securities litigation.

Joining me for this conversation are two guests – Jamie Mercer and John Stigi.

Jamie Mercer is a partner in the Corporate Practice Group in Sheppard Mullin's San Diego (Del Mar) and London offices. Jamie's practice focuses on corporate law, with an emphasis in U.S. and cross-border capital markets and merger and acquisition transactions.

John Stigi is a partner in the Business Trial Practice Group, leader of Sheppard Mullin's national Securities Enforcement and Litigation Team, and Office Managing Partner of the firm's Century City office. John's practice focuses on securities class action and shareholder derivative action defense, SEC investigation defense, internal corporate investigations, complex contract and commercial litigation, and M&A and corporate governance litigation.

What We Discussed in This Episode:

• What does the current marketplace for IPO's look like?
• Will emerging businesses in need of capital succeed in these times?
• Has there been a shift in how IPO's are formed?
• How has the ability of businesses to list on multiple exchanges been affected, if at all?
• Will the shift to IPO-related meetings that rely on technology like Zoom video conferencing last?
• Has the pandemic affected the volume and quality of securities litigation?
• How could an investigation of PPP loan related inquiries potentially trigger a securities investigation?
• Are there any new special concerns when it comes to disclosures by companies wanting to go public?
• What must companies disclose in their IPO documents now?
• Are there comparative differences between U.S. capital markets and those of international ones?

Contact Information:

Jamie's Sheppard Mullin attorney profile

John's Sheppard Mullin attorney profile

Thank you for listening!

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This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Multinational boards are facing a major dilemma in response to COVID and its impact on their business forecasting. Many companies are facing insolvency and are left to decide how to approach bankruptcy proceedings. We're joined by bankruptcy attorney and expert, Edward Tillinghast, to explore what companies can do to protect themselves as they face unprecedented levels of bankruptcy filings and lawsuits.

Edward Tillinghast is a partner and Practice Group Leader of Sheppard Mullin's Finance and Bankruptcy Practice Group. He specializes in U.S. and cross-border insolvencies, particularly involving Asia, Latin America, and other emerging and developing markets, and related creditors' rights litigation.

What We Discussed in This Episode:

• What do board members have to think about when it comes to filing for bankruptcy in these COVID times?
• How is the economic fallout from COVID different from that of the Great Recession?
• Is there a shift in board fiduciary duties when a company is insolvent?
• Can there be criminal liability for board members and officers for breach of fiduciary duties as a company goes through insolvency?
• What are the various ways companies can protect their directors and officers if there are lawsuits for breach of fiduciary duties?
• Why is it important to have different types of advisors like legal and financial advisors present at company board meetings?
• How did the shift in consumer buying habits lead to the bankruptcy filings early in 2020 prior to COVID?
• Will there be a change in corporate behavior going forward?
• Is there likely to be a rush of bankruptcy filings in the near future and will that slow down the court system?

Resources Mentioned:

Precautionary and Prudency Measures for Boards Addressing COVID-19 Business Uncertainties article

Contact Information:

Edward's Sheppard Mullin attorney profile

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

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This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Multinational companies face unique challenges when it comes to cybersecurity and privacy regulation compliance, especially those doing business in the European Union. Joining us to share his insight on how to best navigate global cybersecurity and privacy regulations is Spirion Vice President and Senior Counsel for Policy and Compliance, Scott Giordano.

Spirion is a data privacy and security company that builds and delivers data discovery and classification solutions. Spirion is a data privacy and security company that builds and delivers data discovery and classification solutions. Scott Giordano is an attorney with more 20 years of legal, technology, and risk management consulting experience. A subject matter expert on multinational data protection and its intersection with technology, export compliance, internal investigations, information governance, and risk management, he currently serves as Senior Counsel for Privacy and Compliance at Spirion, a leader in rapid identification and protection of sensitive data.

What We Discuss in This Episode:

• What are the two sectors that fall under the data protection umbrella?
• Why do the various sectors and industries in the U.S. have much greater control of privacy regulations?
• Along with federalism, do states have their own authority to create rules regarding cybersecurity and privacy?
• How is it that the European Union is able to move forward with cohesive regulation and the U.S. is unable to so as easily?
• What are the three elements that security and privacy regulations passed by the various U.S. states have in common?
• How are stakeholders coming together in the U.S. to move cohesive regulation forward?
• What is the difference between rights-based vs. risk-based regimes?
• How does the recently issued Shrems II decision affect data protection?
• What is the root of the divergence between the U.S. and the European Union intelligence establishments?
• How should a multinational company navigate the current privacy laws?

Contact Information:

Spirion's website

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

As the cannabis industry matures from a nascent one to a dynamic agricultural business, we're taking a closer look at the impact that a long history of illegality and criminality has had on communities of color. We're joined by Danielle Moore and Cedric Powell to discuss the various social justice and social equity programs that are being implemented to help combat the disparity that exists in this industry.

Danielle Moore is an attorney in the Corporate Practice Group in Sheppard Mullin's San Diego (Del Mar) office. She counsels public and private companies through all stages of growth and in transactions that include securities offerings, mergers and acquisitions, joint ventures and debt and equity financings. Danielle represents clients that fall under the technology, life sciences, hospitality, entertainment, utilities and manufacturing industries, among others.

Cedric Powell is an attorney in the Corporate Practice Group in Sheppard Mullin's Washington, D.C. office. Cedric practices in the areas of corporate law and mergers and acquisitions. He represents private and public companies, investment banks and private equity firms in corporate and transactional matters, including mergers and acquisitions, joint ventures and securities offerings. Cedric has extensive expertise in acquisition transactions on behalf of private equity firms and other buy-out sponsors, as well as firms in the aerospace, defense, technology, manufacturing, automotive and healthcare industries.

What We Discuss in This Episode:

• How is the conversation around social justice relevant to the cannabis industry?
• How have years of illegality and criminality disproportionately impacted communities of color?
• Who is profiting from a now-legal cannabis industry?
• What are some of the general social equity programs that are being implemented?
• Are these social equity programs meant to act like government affirmative action programs? How are they similar?
• How is this burgeoning industry presenting great business opportunities for lawyers?
• Why has cannabis been receptive to experimenting with social equity programs?
• What are some of the shortcomings and challenges to the various social justice programs?
• How can these programs be more effective?

Contact Information:

Danielle's Sheppard Mulling attorney profile

Cedric's Sheppard Mulling attorney profile

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

With tensions between the U.S. and China not likely to de-escalate any time soon, what is likely to happen in the upcoming months regarding the trade war? What would a retaliation by China look like and how would any action affect multinational companies doing business in China? We're checking in on China and its latest happenings with our local expert, Michael Zhang.

Michael Zhang is a partner in the Corporate Practice Group, Antitrust Practice Group and the Intellectual Property Practice Groups in Sheppard Mullin's Shanghai office. He has a deep understanding of China's legal system and business practices. Michael has broad experience in the areas of corporate law, antitrust law and intellectual property law in China.

What We Discuss in This Episode:

• What is the latest update with the trade war with China?
• If tensions between the U.S. and China escalate, what actions might China take against the U.S. that it hasn't before?
• Is the Chinese government likely to retaliate and economically harm multinational companies doing business in China?
• Will other countries step into the position of primary trading partners with China if tensions continue?
• What could affect the ability of company executives and management to physically tend to their companies in China?
• What has China done to bounce back post-pandemic and how has it managed to report GDP growth?
• How has the internet helped the Chinese economy bounce back?
• Is the way the U.S. is handling reopening schools going to affect the number of international students who decide to attend colleges in the U.S.?
• What is happening in Hong Kong?

Contact Information:

Michael's Sheppard Mullin attorney profile

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

While most agree that Congress must do something to help the U.S. economy and the American people, there is some disagreement as to how, when, and what needs to get done. That is precisely what we're exploring in today's episode. We're tapping into the current pulse of the U.S. economy in our Q3 check in with Elizabeth Frazee and Jon Meyer.

Elizabeth Frazee is the Co-Founder and CEO of Twin Logic Strategies, a boutique government relations firm. Elizabeth was named a "Top Lobbyist" by The Hill newspaper and has a 30-year career in Washington that encompasses over a decade working in high-level jobs on Capitol Hill, executive experience at leading tech and entertainment companies and years of successful representation of companies, trade associations and non-profits as a policy advocate and political strategist.

Jon Meyer is a partner at Sheppard Mullin and counsels clients on their interactions with federal and state government, as well as cybersecurity, homeland security, Congressional oversight and immigration, among other challenges.

What We Discuss in This Episode:

• What is Congress going to do to help the millions of Americans who need financial assistance and relief?
• Why are certain considerations like whether or not to reopen schools political decisions instead of public health decisions?
• Is Congress likely to afford some funding for schools in the next stimulus package?
• Are we seeing a greater amount of disagreements and division among the Republican party, indicating a shift in American politics?
• What should we expect in the upcoming election cycle? Will there be a transformation of the current make up of Congress?
• What authority does the Department of Homeland Security have to allow them to leverage that authority the way they have been in Portland, Oregon?

Contact Information:

Elizabeth Frazee: [email protected]

www.twinlogicsstrategies.com

Jon's Sheppard Mullin attorney profile

[email protected]

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

There is a lot currently happening in the European Union. From the latest European Court opinions with respect to merger clearance, dominance violations, data protection and state aid to Brexit, we're checking in with our European expert, Oliver Heinisch, to hear the latest developments.

Oliver is a partner in the Antitrust and Competition Practice Group in Sheppard Mullin's London and Brussels offices. Oliver advises on all areas of EU, UK and German competition law with a focus on international cartel and abuse of dominance procedures including related antitrust litigation matters as well as merger control law. He also regularly advises clients on questions relating to the UK's decision to leave the European Union.

What We Discuss in This Episode:

• What was the result of the Facebook antitrust case regarding the collection of data in Germany?
• What will Facebook need to do going forward to comply with the Court's judgment?
• How will the Facebook court decision impact other tech companies in Europe?
• How did one EU court treat a case about transatlantic digital commerce and the privacy shield?
• Is the European Union far ahead of the U.S. when it comes to creating unified laws around data protection?
• How did the Court of Justice handle a European Commission decision that had prohibited a merger between two major players in the telecommunications industry?
• What did the European Commission decide regarding the Apple tax State Aid case in Ireland?
• Are the deal dynamics of Brexit dead? What's the latest update as we approach the December 31, 2020 deadline?
• Who stands to be hurt the most by a Brexit deal?

Contact Information:

Oliver's Sheppard Mullin attorney profile

[email protected]

Thank you for listening! Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

Almost five months after the first signs of the coronavirus outbreak in Asia, we're checking in with our Asian markets expert, Paul Kim, to hear about the latest legal and economic developments in the fight against COVID-19 and the road to recovery. Paul also shares recent developments in China's national security law for Hong Kong and the strain on immigration between countries.

Paul is a graduate of the University of Chicago, with highest honors, and obtained his Juris Doctorate degree from Harvard University. Paul currently serves in private practice as a Corporate Partner in Sheppard Mullin's Seoul office advising clients on cross-border mergers and acquisitions (M&A), private equity, venture capital and securities transactions, restructurings and multi-jurisdictional disputes.

What We Discuss in This Episode:

• What cultural differences exist between South Korea and the U.S. that help contribute to Korea's lower numbers of new daily COVID cases?
• Do citizens of Korea value public health advice more than citizens of other countries?
• Why is it surprising for foreigners to see how politicized the response to the coronavirus has been in the U.S.?
• How might the diversity of citizenry in the U.S. affect its ability to respond in a unified fashion to this crisis?
• What is the latest with China's imposition of new national security laws in Hong Kong?
• What can we learn from Tik Tok potentially moving its headquarters out of Hong Kong?
• Given the trade war between the U.S. and China, are other countries left wondering which choice they'll make when selecting a trade partner?
• How can multinational companies navigate a potential U.S.-China cold war?
• How will the shift in immigration laws due to the coronavirus impact multinational companies?
• How will recent ICE decisions regarding international college students impact the American education system in the long run?

Contact Information:

Email: [email protected]

Paul's Sheppard Mullin attorney profile

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

What is in store for companies that are on the cusp of financial distress and might be facing potential mergers and acquisitions (M&A) or liquidation? We're discussing what buyers and sellers should keep in mind while engaging in distressed financial transactions.

Joining me for this conversation is Ariel Yehezkel. Ariel is a partner in the Sheppard Mullin New York office. He is the Practice Group Leader of the firm's Corporate and Securities Practice Group. He concentrates his transactional practice on domestic and cross border mergers and acquisitions, leveraged buyouts, growth capital, minority investments, financing, joint ventures, equity arrangements, and general corporate matters.

What We Discuss in This Episode:

• What does the climate look like right now, in a post-pandemic world, for distressed financial transactions?
• What did the mergers and acquisitions (M&A) market look like before the pandemic?
• How were some companies able to weather the storm of the crisis?
• What are two ways distressed M&A's can be carried out?
• Why is it important for buyers to conduct thorough due diligence prior to purchasing a distressed company?
• How should distressed M&A transactions be structured?
• As a buyer, how can you shield yourself from liabilities following the closing of the transaction?
• In terms of operational issues, what should buyers consider?
• What are third party consents and why might buyers have difficulties acquiring those consents?
• How can obtaining either a fairness or solvency opinion help a buyer when dealing with seller's creditors?
• What is the Section 363 sale process? What are the benefits and drawbacks of this type of transaction?
• How do relief packages and loan repayment obligations play into distressed M&A transactions?
• Why companies that aren't prepared to take their business digitally might face liquidation as opposed to a purchase.

Contact Information:

Ariel's Sheppard Mullin attorney profile

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.

We're examining several topics that relate to competition regulation in a post-pandemic world. First, we're exploring how the European Union (EU) is providing (or failing to provide) state aid to companies that need it. Then, we're shifting our attention to business bankruptcy filings and the potential avoidance of competition regulations that apply to merger transactions. Finally, we're discussing scarcity and price gouging in the U.S.

Joining me for this conversation is a panel of esteemed guests, Leo Caseria, Jacques Derenne, David Garcia, and Bevin Newman.

Leo Caseria is a partner in the Antitrust and Competition Practice Group in the Washington, D.C. and Los Angeles offices of Sheppard Mullin. He advises companies on antitrust issues in civil litigation, government investigations, mergers and acquisitions and proposed or contemplated business strategies.

Jacques Derenne is the Co-Leader of Sheppard Mullin's Antitrust and Competition Group and the head of the EU Competition & Regulatory practice at Sheppard Mullin's Brussels office. He is a member of the Brussels and Paris bars. He is also a Professor at the University of Liège and at the Brussels School of Competition.

David Garcia is a partner at Sheppard Mullin's Century City office. He is a litigator with a broad background in complex civil litigation for major U.S. companies, including extensive class action and multidistrict litigation experience. His practice focuses principally on antitrust litigation and counseling with particular emphasis on the entertainment industry, provider side healthcare mergers and the intersection between antitrust and intellectual property in litigation and joint ventures.

Bevin Newman is a partner in the Antitrust and Competition Practice Group in the firm's Washington, D.C. office. Bevin is a strategic adviser to clients in cutting-edge affiliations and collaborative arrangements. She focuses much of her practice in the healthcare industry, bringing over 20 years of experience advising and defending globally renowned health systems, academic medical centers, providers, payers and pharmaceuticals companies undertaking significant transactions, including mergers and acquisitions, joint ventures, intellectual property licenses and innovative alliances, as well as on conduct matters.

What We Discuss in This Episode:

• What does state aid control look like in the European Union (EU) and how is it coming into play in this post-pandemic world?
• How does state aid ensure market integration in the EU?
• How can the EU grant state aid without crossing the lines of regulations?
• What are several criticisms one of our guests has regarding the EU's handling of the crisis recovery?
• If a company accepts state aid from a Member State, is it possible that there will be legal action brought against them for violating competition laws?
• How can a failing company going through Chapter 7 bankruptcy proceedings potentially preclude itself from the scrutiny of competition regulations?
• What interest might the Federal and state governments have in flailing or failing companies that are potentially getting around antitrust regulation through the filing of bankruptcy?
• Are we likely to see increased consolidation and mergers in the healthcare industry?
• What protection does the failing firm defense provide?
• How is each state handling price gouging of goods and services? What laws exist to regulate pricing?
• Is there a benefit to the creation of a Federal price gouging law that would harmonize the laws across the states?

Contact Information:

Leo's Sheppard Mullin attorney profile

Jacques's Sheppard Mullin attorney profile

David's Sheppard Mullin attorney profile

Bevin's Sheppard Mullin attorney profile

Thank you for listening!

Don't forget to SUBSCRIBE to the show to receive every new episode delivered straight to your podcast player every Wednesday.

If you enjoyed this episode, please help us get the word out about this podcast. Rate and Review this show in Apple Podcasts, Stitcher Radio, Google Play, or Spotify. It helps other listeners find this show.

Be sure to connect with us and reach out with any questions/concerns:

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Sheppard Mullin website

This podcast is for informational and educational purposes only. It is not to be construed as legal advice specific to your circumstances. If you need help with any legal matter, be sure to consult with an attorney regarding your specific needs.