Publications
UK Private Equity After COVID-19: Same Old, Same Old?
Insights – June 2021
As U.K. private equity adjusts to post-pandemic life, changes to the industry caused or accelerated by COVID-19 may have a long-term impact, including more varied investment approaches, greater sectoral focus and heightened ESG scrutiny.
Considerations for Employers Requiring Staff To Get a COVID-19 Vaccine
UK Employment Flash - February 2021
As the focus shifts to a post-pandemic reality with the rollout of COVID-19 vaccines, we consider how UK employers should approach the requirement that their staff be vaccinated.
Further Institutional Investor Guidance for UK-Listed Companies on Impact of COVID-19 for Executive Compensation
UK Employment Flash - February 2021
Pay levels, reward structures and the widening gap between workforce and management pay have come under ever greater scrutiny in the UK. We have summarized the 2020 guidance given by The Investment Association, and recently by proxy advisory firms Glass Lewis and Institutional Shareholder Services, on approaches to compensation in the context of the COVID-19 pandemic.
France Extends COVID-19 Interim Rules on Foreign Investments and Vetoes Teledyne’s Acquisition of Photonis
December 23, 2020
On December 18, 2020, French Minister for the Economy Bruno Lemaire announced that the COVID-19 interim rules on foreign investment control, which were initially set to expire December 31, 2020, will be extended to December 31, 2021. The interim rules are part of the French government’s policy response to the economic implications of the COVID-19 pandemic for French strategic assets. On the same day, the French authorities officially confirmed their veto of the proposed acquisition of Photonis, a leading French optronic technologies firm, by the U.S. group Teledyne, setting a precedent for cross-border M&A deals involving highly sensitive business activities in France.
The New Normal: ESG Drivers and the COVID-19 Catalyst
November 12, 2020
In this article co-authored by Skadden attorneys and FTI Consulting, we review the approach companies have taken in relation to environmental, social and governance (ESG) issues during the COVID-19 pandemic. Many companies have continued to intensify their ESG efforts and communications with stakeholders in this important area during the ongoing crisis, and, in fact, in many instances this has accelerated preexisting trends towards greater transparency while underscoring the role of business in confronting wider societal issues.
European High-Yield Market Responds to COVID-19
September 30, 2020 - Quarterly Insights
Despite the business interruption COVID-19 has caused, especially early in the year, the European high-yield market remains strong. Adaptation to the current environment and innovation in bond terms and covenants continue to characterize the high-yield market in these unparalleled times.
Responding to COVID Crisis, French Draft Budget Proposes Tax Cuts for Businesses
September 30, 2020
On September 29, 2020, the French government released its 2021 draft budget, which seeks to mitigate the economic impact of the COVID-19 crisis with several proposed tax cuts geared toward businesses. Among other measures, the budget would continue French efforts to lower corporate taxes to 25% by 2022 and introduce a long-awaited VAT grouping regime.
Considerations for Continuing To Work From Home During COVID-19
September 10, 2020
As it becomes clear that working from home was not just for the initial period of lockdown but is likely to continue for at least the duration of the COVID-19 pandemic, UK employers that have not already done so should consider putting in place a more fulsome work-from-home policy. Doing so will provide an effective way to address important considerations for managing employees who continue to work remotely.
Questions and Answers Regarding Collective Redundancies in France
September 8, 2020
As part of its response to the COVID-19 pandemic, the French government implemented a generous furlough system designed to protect companies and avoid redundancies. With the end of that system approaching, many companies will soon need to restructure their workforces. This Q&A addresses 10 questions clients most frequently ask when considering collective redundancies in France.
France Issues Interim Rules on Certain Foreign Investments in Response to COVID-19
July 28, 2020
The French government has issued interim rules that lower the applicable threshold triggering French foreign investment control for investments by non-European investors in certain French publicly listed corporations. The rules are part of the government's policy response to the economic implications of the COVID-19 pandemic for French strategic assets.
Since the onset of the COVID-19 pandemic, European states have been implementing protections against opportunistic acquisitions of key local businesses by foreign buyers. Most recently, the U.K. announced amendments to the Enterprise Act that will allow the government to intervene when a U.K. business considered important to efforts to combat a public health emergency is the target of a takeover. The government's powers to intervene in mergers also will be increased in three sectors deemed important to national security — artificial intelligence, cryptographic authentication technology and advanced materials.
UK Government Introduces COVID-19 Bill to Aid Businesses and Reform Restructuring Law
May 22, 2020
On 20 May 2020, U.K. government proposed the Corporate Insolvency and Governance Bill, which features temporary measures to help businesses affected by the COVID-19 pandemic, as well as permanent reforms to the nation's restructuring law.
Moss Bros: The Difficulty of Invoking MAC Conditions in UK Public Takeovers
May 20, 2020
The Takeover Panel has confirmed again in the Brigadier Acquisition Company/Moss Bros case how difficult it is for bidders to invoke material adverse change conditions and lapse offers in the UK. Potential suitors for UK public companies should stay alert to the significant hurdles they face in trying to walk away from an offer once they have made a firm intention announcement.
COVID-19: Germany Update — Office Reorganization When Employees Return From Working at Home
May 14, 2020
As Germany begins to relax the restrictions implemented in response to the COVID-19 pandemic, companies are preparing for employees who have been working from home to return to their offices. Managers and Directors should consider a range of legal and logistical issues in order to limit potential liability.
Lifting the Lockdown: Returning to the Workplace Under the UK Government’s Recovery Plan and Safe Working Guidance
May 13, 2020
On 11 May 2020, the UK government published its COVID-19 recovery strategy and sector-by-sector guidance on returning to the workplace. In accordance with the government’s plan for exiting the lockdown, employees who can work from home should continue to do so; however, those who cannot work from home should “travel to work if their workplace is open.” With the risk of COVID-19 still present, employers must carefully consider how to adapt their workplaces and working practices to protect their employees as they plan to reopen. We consider the main employment law and other practical issues they should take into account.
French Considerations for Returning to Workplaces in the Wake of COVID-19
May 7, 2020
On April 28, 2020, the French government, in conjunction with its plan to end the lockdown measures on May 11, 2020, announced rules for employers and employees to guide the return to workplaces, and on May 3, 2020, the French Ministry of Labor published a protocol to protect the health and safety of workers and will further produce approximately 60 sector-specific guides defining health directives to be implemented in workspaces. Required employer measures include documenting exposure risks, reducing employees' physical density both on-site and in transit, providing protective equipment and collaborating closely with works councils to design evolving practices.
France Moves To Protect Strategic Assets Amid COVID-19 Pandemic
May 1, 2020
In response to the COVID-19 pandemic, the French Minister of the Economy recently announced changes to foreign investment rules intended to protect French strategic assets. The measures include lowering the threshold that triggers French foreign investment control for investments by non-European foreign investors in certain French public companies. The minister also issued an administrative order that added biotechnology to the list of critical technologies subject to French foreign investment control.
Compliance in a Time of Crisis
April 30, 2020
The COVID-19 pandemic has companies facing unprecedented financial and operational challenges. Many may consider shifting stretched resources and attention away from key units, including compliance. However, past crises illustrate the importance of maintaining an ethical culture and focusing on heightened areas of risk, because regulators seeking to protect the market, consumers and businesses from misconduct will expect more — not less — from companies in crisis.
French Government Renews Ban on Net Short Positions in Response to the Impact of COVID-19 on French Financial Markets
April 16, 2020
To mitigate the risks faced by French financial markets during the unprecedented disruption caused by the COVID-19 pandemic, the French Financial Markets Authority announced on April 15, 2020, that it will renew the ban on net short positions until May 18, 2020. Before selling any securities subject to the ban, investors must ensure that the quantity of securities sold does not create or increase a net short position.
Financial Relief Under the CARES Act for US-Incorporated Subsidiaries of Foreign Companies
April 15, 2020
On March 27, 2020, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act into law. The CARES Act provides financial relief to businesses in the United States. While most of the aid is intended for U.S.-based businesses, U.S.-incorporated subsidiaries of foreign companies also appear to be eligible.
COVID-19: Germany Update — Corporate Liquidity Issues in the Time of the Coronavirus Crisis
April 14, 2020
This article focuses on financing issues and opportunities for German companies during the coronavirus pandemic, specifically in respect of existing loans, new loans supported by KfW (the German state-owned development bank) and equity measures of the German Economic Stabilization Fund (Wirtschaftsstabilisierungsfonds).
COVID-19: Germany Update — How Will the Pandemic Affect Private M&A Deals in Europe?
April 13, 2020
As the COVID-19 pandemic has impacted M&A activity around the world, sellers and buyers will need to assess the landscape for completing deals once the effects of the pandemic begin to subside, including analyzing how the process might change going forward given the altered business circumstances.
COVID-19: Germany Update — Suspension of Obligation To File an Insolvency Application and Certain Effects
April 9, 2020
With the intention of mitigating the effects of the COVID-19 pandemic, the obligation of companies in Germany to file insolvency applications was suspended if the company is illiquid or over-indebted. The suspension applies until September 30, 2020, and may be extended until March 31, 2021, by the German Federal Ministry of Justice and Consumer Protection.
Distribution of Dividends and Corporate Interest by French Companies During the COVID-19 Pandemic
April 9, 2020
French companies’ annual general shareholders’ meetings season has begun, in the midst of the ongoing COVID-19 pandemic. Directors must take into account a wide range of recommendations, requests and regulations when determining whether, under the circumstances, distributions to shareholders are in the best interests of their companies.
Germany Introduces ‘Virtual’ General Meetings for Public Companies
April 3, 2020
On March 27, 2020, Germany passed the act on Reducing the Impacts of the COVID-19 Pandemic on German Civil, Insolvency and Criminal Procedure Law, which includes temporary measures to ease the consequences of the pandemic on German corporations. Included in the law are provisions facilitating virtual general meetings for German stock corporations. Companies and directors should be aware of the requirements and practical considerations of doing so.
UK Directors COVID-19 Update
April 3, 2020
As directors of U.K. companies consider their options for confronting the challenges stemming from the coronavirus/COVID-19 pandemic, they should keep in mind the U.K. government's recent suspension of laws that could hold them personally liable for certain decisions if their companies enter an insolvency process. Nonetheless, given the heightened uncertainty and rapidly changing environment, directors should continue to take such precautions as maintaining a disciplined process of recording the reasons for key decisions.
Coronavirus/COVID-19: French Ordinance Enacts Moratorium on Statutes of Limitations, Procedural and Contractual Deadlines
March 31, 2020
The COVID-19 pandemic may make complying with certain statutory or contractual deadlines materially or physically impossible. To address this situation, Ordinance No. 2020-306, which was passed by the French government on March 25, 2020, enacts a “moratorium” on such deadlines that would have otherwise expired between March 12, 2020, and one month after the end of the state of health emergency declared by the government.
Critical Thinking in the Time of COVID-19: What To Consider Next From a European Tax Litigation and Enforcement Perspective
March 31, 2020
In this series, “Critical Thinking in the Time of COVID-19,” Skadden’s European tax practice examines the next stage of analysis for corporates that have begun digesting the economic and legal impact of COVID-19 on their businesses. In this edition, our London-based tax team covers the area of UK tax litigation and enforcement.
Labor and Employment-Related Ordinances Pursuant to the Emergency Bill To Combat the COVID-19 Crisis
March 31, 2020
The French government, in response to its publication of the Emergency Bill To Combat the COVID-19 Crisis, further released three labor and employment-related ordinances on March 26, 2020, to protect French economic and social continuity. The temporary regulations allow companies in certain key business sectors to modify paid leave days as well as schedule additional working hours and adopt voluntary ones. The new rules also permit employers, regardless of their business sector, to access increased reimbursements when temporary layoffs are required.
UK Announces Measures To Support Businesses Impacted by Coronavirus/COVID-19
March 31, 2020
In response to potential job losses as a result of the COVID-19 pandemic, the U.K. announced measures to help employers and employees receive financial assistance.
Coronavirus/COVID-19: French Courts Close, Save for Emergency Proceedings; Hearings Conducted Remotely
March 30, 2020
French courts are closed for the unknown duration of the COVID-19 lockdown. Businesses facing immediate difficulties may still file for emergency or restructuring proceedings. Filings must be made electronically and hearings will be conducted remotely.
To protect businesses impacted by the coronavirus pandemic, the European Commission has issued new guidance on screening foreign investments in EU companies and a more lenient approach to state subsidies, while the U.K. and EU member states have likewise adopted measures to protect domestic industry from predatory foreign acquirers and to support it through subsidies. Additionally, relaxed antitrust rules will permit companies to explore new collaborations to manage shortages or joint procurement, but companies must ensure these efforts comply with safeguards preventing collusion and carefully assess any changes to distribution arrangements. Companies must also make sure loans, grants or tax relief fit within the EU revised temporary framework.
French Government Adopts Measures Adapting Shareholders’ Meeting Requirements Amid COVID-19 Pandemic
March 27, 2020
On March 25, 2020, the French government adopted governmental ordinance No. 2020-321 adapting the rules regarding shareholders’ and board meetings to address concerns raised by the coronavirus pandemic. The ordinance implements several temporary measures to help ensure that listed companies are not paralyzed by the current lockdown.
March 24, 2020
Anticipating an economic slowdown following the recently announced lockdown, the French Parliament approved the Emergency Bill To Combat the COVID-19 Crisis, on March 22, 2020. The law seeks to help companies deal with the economic, financial and social consequences of the pandemic, with a particular focus on addressing and preventing the cessation of business activity and limiting its impact on employment. The law utilizes a broad approach, authorizing the government to take action via ordinances within three months of the law's publication.
UK Announces COVID-19 Job Retention Scheme
March 23, 2020
In response to potential job losses as a result of the COVID-19 pandemic, the U.K. announced measures to help employers and employees receive financial assistance.
France’s Emergency Package in Response to the COVID-19 Pandemic
March 20, 2020
On March 18, 2020, the French government published a legislative package of emergency measures aimed at tackling the COVID-19 crisis. It is composed of:
- an Amending Finance Act for 2020, which includes a state guarantee of up to €300 billion to secure the repayment of loans made by banks between March 16, 2020, and December 31, 2020, which was voted into law today;
- a bill providing for certain emergency measures; and
- a bill extending the review period for priority preliminary rulings on the issue of constitutionality, which are being rushed through Parliament under an emergency procedure.
In addition, the government separately announced an array of measures aimed at helping taxpayers.
France’s Lockdown and Economic Measures in Response to the COVID-19 Epidemic
March 17, 2020
As COVID-19 continues to spread throughout France, the government has adopted lockdown measures limiting the movement of individuals throughout the country, as well as ordering the temporary closure of certain businesses. The government also has announced financial measures aimed at helping businesses cope with this unprecedented situation.