March 17, 2020
Mergers could face delays in deal completion
Companies seeking U.S. approval for mergers could face delays as federal antitrust officials warned that they are considering extending merger reviews past legally mandated deadlines while companies across the economy grapple with the fallout from the virus.
The move threatens to delay some high-profile mergers now under investigation, including AbbVie Inc.’s $63 billion deal for Allergan Plc, Google’s pending $2.1 billion takeover of FitBit Inc., and United Technologies Corp.’s planned acquisition of Raytheon Co.
Companies seek alternatives to in-person shareholder meetings
In order to comply with social distancing recommendations by the CDC and public health experts, companies such as Amazon, Starbucks, and Berkshire Hathaway are forgoing planned shareholder meetings in favor of virtual meeting platforms.
In order to facilitate these adjustments, the SEC is allowing companies to change meeting plans without sending out a full filing to investors. Among logistical concerns companies may need to consider – not all states permit online annual shareholder meetings.
[Review new Labor Department guidance on navigating Covid-19 and federal wage laws.]
Telework largely unaddressed in union contracts, could set legal precedent regarding disability
As Covid-19 forces businesses across the country to direct employees to work remotely, unions and management may be navigating new territory. Only about 3.9% of union contracts in the past five years mention “telecommuting,” “telework,” or “work from home,” according to an analysis of more than 4,300 documents in Bloomberg Law’s library of collective bargaining agreements.
Mass telework may also cause legal complications for companies down the road by bolstering arguments from employees regarding telework as a disability accommodation. Thus far, courts have largely sided with employers in determining that telework isn’t a “reasonable accommodation.”
OSHA issues new safety guidance
After announcing that employers must track coronavirus infections incurred in the workplace – unlike cold and flu cases – OSHA clarified reporting requirements. A business is required to report confirmed cases of Covid-19 that are work-related and meet recording criteria set in OSHA regulations, such as days away from work or requiring medical treatment beyond first aid.
OSHA requires hundreds of thousands of employers with 10 or more workers to keep a log of every workplace injury or illness that requires medical treatment beyond first aid or keeps a worker away from work for at least one day.
The new guidance still leaves confusion, however, about how to prove whether a worker actually contracted the virus on the job, according to workplace safety attorneys.
Ensure contingency plans factor in federal wage laws
New Labor Department online guidance may help employers execute contingency plans during health emergencies, such as Covid-19, while remaining compliant with federal wage laws.
Relevant elements of wage and hour rules were considered in 15 questions and answers that address a range of scenarios and concerns, including those related to teleworking, wage payment requirements, and joint employment, as well as volunteering leave and payment on termination.
Coronavirus has firms weighing risk, opportunity
As initial risk-reducing responses get underway for many firms, some are turning to the other side of the equation: revenue-creating responses. Several large firms, including Alston & Bird LLP, Baker Botts LLP, Baker & Hostetler LLP, Blank Rome LLP, Morrison & Foerster LLP, and Orrick Herrington & Sutcliffe LLP have announced the launch of Covid-19 resources and crisis management tools. Included in the advertised offerings is information related to quarantine regulations and requirements, contract issues such as force majeure clauses, employment issues, and regulatory filing deadlines and requirements. There is even a Covid-19 survey being circulated by Seyfarth Shaw LLP.