Manufacturing & Industrial

In Supply Chain Management Review, Doreen M. Edelman, partner and Chair of Lowenstein’s Global Trade & National Security practice, and Laura Fraedrich address the recent rollback of tariffs on steel and aluminum imports, and the potential impact on supply chain challenges. Edelman advises companies “to stay engaged and hands-on. Make sure paperwork and advanced CBP filings are in order. Contact everyone in the import supply chain to ensure your products are a priority known to all parties in the import chain. Ensure your classifications, markings, and country of origins representations are accurate, complete, and don’t trigger CBP questions.”

Fraedrich says that the lifting of these tariffs “will help U.S. manufacturers be more competitive in the world market while at the same time helping the EU steel and aluminum manufacturers maintain their production. The move also reinforces the Biden Administration’s vow to re-engage our allies in bilateral and multilateral negotiations on commercial issues to create a more unified front related to threats from countries such as China and Russia. This deal may be the beginning of similar deals for other countries and deeper negotiations with the EU on trade issues.”

Foreign Investment Watch interviews Doreen M. Edelman, partner and Chair of the firm’s Global Trade & National Security group and number one on the company’s Top Advisors 2021 list, about President Joe Biden’s approach to China, the latest governmental trade appointments, a possible U.S. investigation into Chinese subsidies under Section 301 of the U.S. trade law, and other government actions that target China. “One example is Section 889 of the National Defense Authorization Act, which prohibits any U.S. government agency from buying or doing business with any company that uses telecom equipment that uses components from one of the targeted Chinese companies,” Edelman says. “These are broad provisions with the focus being to ostracize China.” She adds, “I don’t think either side wants … [a trade war] because of the market implications, and Biden has pledged to be more multilateral in his approach. Let’s hope that the ongoing bilateral discussions are substantive, and the new appointees can get engaged quickly.”

Edelman continues: “U.S. business and consumers were, and are, the victims of the Section 301 tariffs. No one thought they would last this long. More tariffs would not be prudent. … The silver lining I see is that trade regulations and tariffs are now issues that senior management can take advantage of to optimize their business if they really understand their options. It is critical to every company’s growth strategy.”

In a video interview for SupplyChainBrain, Doreen M. Edelman, Chair of the firm’s Global Trade & National Security practice, discusses the Biden administration’s “holistic” approach to the Buy America Act, noting that–while the legislation is 70 years old– “this is the first time they are actually looking at changing the content requirements and making a larger differential in the benefit of purchasing domestic over foreign products.” For manufacturers of all commercial products (not just defense), Edelman says, “The companies that are going to be successful are the ones that understand their supply chain. … There is no short cut in doing it.” She continues: “The Biden administration is not trying to make it just U.S.-oriented; [they are saying] we want to work with our best trading partners. If you work with us on national security, as a result, you may get a trade preference. It all goes hand in hand.”

In Law.com, Julie Levinson Werner, partner in the firm’s Employment Counseling & Litigation group, discusses how curbing employment noncompete agreements affects worker mobility and economic growth. Werner says, “If you look at New York City, if you look at Austin, Texas, if you look at Miami, there’s a vibrant startup community in all three of these locations, and they all have clearly established laws protecting the enforcement of noncompetes in the appropriate circumstances. And it has not hindered development in those areas.”

In this video on SupplyChainBrain, Laura Fraedrich, senior counsel in Lowenstein’s Global Trade & Policy group, discusses why the United States and the European Union seem to have set aside their longstanding dispute over aerospace subsidies. Fraedrich says the shift indicates a mutual desire “to come together and address trade disputes elsewhere in the world, especially those relating to China. They see bigger fish to fry.”

In Foreign Investment Watch, Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, and Christian C. Contardo discuss a recent report by the Defense Critical Supply Chain Task Force and its recommendations for building U.S. supply chain resilience, including the possibility of requiring companies to disclose foreign capital they receive from adversaries. Edelman says, “I am advising companies, not just technology and defense providers, to focus on their supply chain.” Regarding the possibility of creating an inclusionary process that exempts “trusted partners” from CFIUS requirements, Edelman predicts “a formal or informal loosening of the requirements for trusted partners,” despite the fact that these relationships are always subject to “a fact specific transaction review.” Contardo observes that these recommendations “are in addition to voluntary incentive-based supply-chain security programs such as the Department of Defense Trusted Capital program, [which] matches vetted capital providers to U.S. businesses working with the DoD in key technology sectors as a way for the businesses to raise necessary funding to grow without risking investment from countries of concern to the DoD.”

In an interview on AM Best TV, Kathleen A. McGee, partner in the firm’s Emerging Companies & Venture Capital group and White Collar Defense practice, addresses what she describes as the “emerging epidemic” of ransomware and how companies can mitigate possible damage to their businesses. McGee says, “There is no stopping a nation state when a nation state wants to get into your infrastructure. … Companies need to address the new normal by putting their money where it counts.” She warns that, despite the experience of Colonial Pipeline in recovering much of its losses, there is “no guarantee that the government will be able to recoup your losses, but it is a best practice to notify law enforcement.” McGee further notes that insurance companies have an important role to play by encouraging best practices: “The probability of being impacted by a ransomware attack is much higher than other acts of god, and insurance companies need to reflect that.”

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, speaks to Foreign Investment Watch about preemptive disclosures of non­notified CFIUS transactions involving SPACs, where companies state that they will not be submitting a declaration with CFIUS unless they are requested to do so. Edelman calls this approach “a proactive, low risk way to let regulators know that the CFIUS process was not ignored or flouted.” She adds that “by making this statement to the SEC, at least it’s on record somewhere that the parties carefully reviewed the transaction for national security concerns” (subscription required to access article).

Foreign Investment Watch recently ranked Edelman as number one on its Top Advisors 2021 list of lawyers who provide legal advice concerning national security reviews of foreign investments in the United States and abroad

James C. Shehan, Chair of Lowenstein’s FDA Regulatory practice, comments in several media outlets on the U.S. Food & Drug Administration’s controversial, landmark approval of a new drug for patients with Alzheimer’s. In Reuters and National Post, he observes: “The agency has gotten comfortable with the accelerated approval pathway." In Law360, Shehan adds: "It has all the ingredients of a good FDA story.”

Valeska Pederson Hintz, partner in Lowenstein’s Tech Group, Corporate Governance & Compliance, and Capital Markets & Securities practices, speaks to The Information about how an increasing number of tech founders are maintaining control of their companies through supervoting rights. Pederson Hintz says: “It really has just become the norm to do this high-vote stock,” adding that it is an important consideration for firms going public via SPAC, as well as IPO.

Robert M. Hirsh is interviewed in S&P Global about the recent spike in U.S. corporate bankruptcy filings. Hirsh believes the number of bankruptcy filings in 2021 will be lower than expected, with a “possible uptick in the fourth quarter.” He says, “Access to capital will keep companies out of court, while restructurings and recapitalizations can also be achieved outside of the bankruptcy process.”

Reorg reports that Bouchard Transportation debtors have filed a motion requesting the approval of a $90 million new-money replacement DIP facility with Lowenstein client JMB Capital Partners Lending. The debtors argue that access to the multidraw replacement DIP is critical for them to continue to pay wages and benefits, undisputed trade and maritime lienholder claims, repair vessels, and fund general operating expenses. The hearing on the replacement DIP motion is scheduled for Monday, April 5.  Lowenstein’s team includes Robert M. Hirsh, Michael A. Buxbaum, Lowell A. Citron, Phillip Khezri, Patricia K. Perez, and Brent Weisenberg. (subscription required to access article).

Nicholas San Filippo IV is interviewed on the Deep Wealth: The Sell My Business Podcast, where he discusses proven strategies for achieving successful M&A deals. San Filippo talks about common mistakes business owners make, the impact of the COVID-19 pandemic, and why trust is the currency in mergers and acquisitions. San Filippo also explains why he became an M&A lawyer: “I feel like Superman when I come in and I'm able to help entrepreneurs go from paper wealth to liquid wealth."

Mary J. Hildebrand CIPP/US/E, founder and Chair of Lowenstein’s Privacy & Cybersecurity group, speaks with Law360 about the need for federal regulation governing companies’ collection and maintenance of COVID-related health information, including who has and has not received a Covid-19 vaccine. Hildebrand says, “The current situation with COVID-related data underscores the compelling need for federal action…California residents have been accorded certain rights to personal information under state law which may be helpful, but protection of this sensitive data should not depend on where you live."

Michael S. Etkin comments during a hearing in the Knotel, Inc. Chapter 11 cases referenced in Americas Middle Market by Reorg on the settlement reached between the Debtor, the Lender/Stalking Horse Purchaser, and Official Committee of Unsecured Creditors. Representing the Unsecured Creditors Committee, Etkin points out that the settlement “moved the needle significantly” in terms of greater recoveries and other benefits to creditors. (subscription required to access article)

Lowenstein's representation of the Unsecured Creditors’ Committee of Parent Company of Balducci’s New York and Kings Food Markets in the confirmation of the Plan filed by the Debtors and approved by the court on February 22 is noted in the Global Legal Chronicle and PBV Monitor. The Lowenstein team was led by Joseph J. DiPasquale, Mary E. Seymour, Kenneth A. Rosen, and Jennifer B. Kimble and includes Lowell A. Citron, Rachel Maimin, Jeremy D. Merkin, and Craig Dashiell. View Lowenstein's news announcement about this representation.

Mary J. Hildebrand CIPP/US/E, Chair of Lowenstein Sandler's Privacy & Cybersecurity group, is a guest speaker on Artificial Intelligence Edition, the inaugural episode of the podcast McLane Middleton Minutes, on which she discusses facial recognition software, how companies should structure its use and the data they collect from it, and why a federal law on this issue would be helpful. Citing the increase in class actions and conflicting regulations, she suggests that companies use the Illinois Biometric Information Privacy Act and the FTC’s Ever Album settlement agreement as guideposts on this issue.  

In The American Lawyer, Chair and Managing Partner Gary M. Wingens discusses how the firm performed “shockingly well given what was going on in the world” in 2020. Wingens credits the firm’s investment funds, tech, life sciences, bankruptcy, and capital markets practices, in addition to engagements in venture capital and private equity. “People need lawyers as things change,” he says. Wingens is optimistic about 2021: “I do feel that we are at the beginning of a whole new economic cycle,” he says. “I think there’s going to be an enormous amount of investment activity.”

James C. Shehan, Chair of the firm’s FDA Regulatory practice, tells Law360 there is no cause for concern about the lack of a confirmed FDA commissioner at this point in the Biden administration. He says: "Is it a problem? I'd say no. … The core of the agency continues to function well, so there's no immediate concern." Shehan adds that a confirmed leader is less involved with day-to-day matters and more focused on setting the long-term agenda: "That only happens when you have someone who is officially in charge and is going to be there for a while and says, 'This is something new we should do.’”

Jeffrey Cohen, Chair of Lowenstein’s Bankruptcy & Restructuring Department, comments in Bloomberg on the slower pace of Chapter 11 filings at the beginning of the new year. Cohen notes that “[t]here could be a pickup in restructurings in February as companies evaluate their next steps.” He adds, “It’s not unusual to see a lull in January filings, especially in retail, as companies evaluate holiday performance.” Cohen’s comments also appeared in Crain’s New York Business.

Laura Fraedrich is interviewed in Foreign Investment Watch about foreign direct investment requirements, CFIUS filings, and mitigation negotiations. Regarding the incoming administration, she says, “I anticipate that the United States will return to a more multilateral approach. … Specifically, I think we will see a return to a cooperative effort to restoring the dispute settlement arrangement at the WTO and to the negotiation of multilateral trade agreements.” Fraedrich notes that “during the past five years, the majority of mitigation agreements have related to preventing access to data or technology by the foreign investors,” and she advises companies to “carefully consider where the national security concerns may lie and determine the cost of potential mitigation arrangements when negotiating. This is because certain mitigation requirements might impact the benefit of the bargain and thus valuation. Finding this out after the deal has been struck can create a difficult situation.”

Fraedrich encourages companies to consider foreign investment and ownership implications early in the transaction: “A company organized in the United States might be a foreign entity if there is foreign ownership and control. A joint venture that is organized in a foreign country might be subject to CFIUS jurisdiction if a U.S. business has been contributed. The new rules for private equity funds are complicated, and if fund managers are not careful, a U.S.-organized fund can be a foreign person.”

Real Estate NJ notes the elevation to partner of Daniel A. Suckerman of Lowenstein’s Real Estate practice. The article includes a quote by the group’s Chair, Ted Hunter: “Dan has been an integral part of our real estate team for many years. He has handled numerous headquarters leases, major acquisitions, financings and development transactions — all with equal skill and savvy.”

Doreen M. Edelman is interviewed on the podcast FCPA Compliance Report on why every compliance professional needs to be ready to comply with CFIUS and where CFIUS may be headed under the Biden administration. Edelman urges parties to a transaction to consider‒long before closing‒any factors that could trigger CFUIS scrutiny, such as how the technology in question will be classified for exports, who are the ultimate beneficiaries, and possible exit strategies.

Jonathan L. Lewis's arrival to Lowenstein Sandler's Washington, D.C., office as a partner in the firm’s Antitrust/Competition practice is highlighted in The American Lawyer (October 14, 2020; October 16, 2020; October 26, 2020; January 4, 2021), Competition Policy International, General Counsel News, Reuters' The Daily Docket, Bloomberg Law, Law.com, Global Competition Review, Law360 (October 16, 2020; October 26, 2020), and ICLG. (subscription required to access certain content) View Lowenstein's news announcement about Lewis's arrival to the firm.

In an article in Tax Notes Federal discussing the Biden administration’s likely approach to trade issues, Doreen M. Edelman says she does not foresee any immediate removal of section 301 tariffs against China in the near future: “I think … [President Biden is] … going to look at them. I don’t think he’s going to come in and immediately remove them in an executive order.” Regarding the ongoing dispute between the United States and the EU about Boeing-Airbus, Edelman state that “the administration will likely push for negotiations to get ‘back on track with the EU’ as part of a move toward multilateralism.”

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, discusses in Law360 anticipated trade issues for the incoming administration, such as the digital service tax programs increasingly imposed in Europe that are stirring controversy among Silicon Valley companies. "Digital taxes will also be discussed [with the EU], and the Biden administration will want to be part of a multilateral deal," Edelman predicts. "Biden likes to make all sides appreciate the deal, which may be difficult."

Lowenstein's representation of the Official Committee of Unsecured Creditors of NORPAC Foods, Inc., in the confirmation of the company's Plan of Liquidation is noted in the Global Legal Chronicle. The plan is the product of a Chapter 11 case that saw the successful liquidation of all of NORPAC’s operations, inventory, real estate, and equipment. Lowenstein served as counsel to the Unsecured Creditors Committee in NORPAC's Chapter 11 case and continues to represent the post-effective date Committee. The Lowenstein team is led by Bruce S. Nathan, Jeffrey D. Prol, Scott Cargill, and John P. Schneider. View Lowenstein's news announcement about this matter.

Laura Fraedrich's arrival to Lowenstein Sandler's Washington, D.C., office as senior counsel in the firm's Global Trade & Policy practice is noted in Bloomberg Law, General Counsel News, The American Lawyer, and The Washington Post. View Lowenstein's news announcement about Fraedrich's arrival to the firm.

Julie Levinson Werner’s article, “Workplace Diversity—Getting It Right With Goals, Not Quotas,” is referenced in Bloomberg Tax’s Weekend Insights. The article includes her observation that “adopting quotas of a fixed percentage of individuals in certain roles by a certain date based upon race, gender, or other characteristics is legally risky,” and it outlines helpful steps for employers to improve their diversity, equity, and inclusion efforts while preventing discrimination.

Jennifer B. Kimble is featured in Reorg’s ongoing coverage of the Chapter 11 bankruptcy case of KB US Holdings Inc., the parent company of Balducci’s New York and Kings Food Markets (October 14, 2020; October 16, 2020; October 22, 2020). Lowenstein represents the Official Committee of Unsecured Creditors (UCC), which supports the proposed sale to Acme Markets but objects to the purchase of certain claims and causes of action and which seeks to ensure the preservation of the UCC’s challenge rights under the Final DIP Financing Order. Reorg notes Kimble’s arguments on behalf of the UCC, specifically her objecting to “the extent that causes of action to be purchased would include claims against former or current directors and officers, and constitute a de facto release.” Kimble also raises the points that the debtors’ D&O insurance policies have $15 million of coverage, and the UCC has yet to see a wind-down budget. She argues that “the value of unencumbered assets [should] be carved out of the sale proceeds and that the UCC’s ability to present a challenge [following approval of the sale] be preserved.” (subscription required to access articles)

Mary J. Hildebrand CIPP/US/E says that U.S. companies should be prepared to respond to inquiries regarding the Foreign Intelligence Surveillance Act (FISA) and its implications for their business, including EU data transfer activities. In Corporate Counsel and Legaltech News articles discussing a Lowenstein/ACC New Jersey Cyber Day presentation featuring Hildebrand and Mark Faber (Vice President, Corporate Counsel, Cyber and Privacy Law, Prudential Financial), Hildebrand notes that since the European Union Court of Justice invalidated the EU-U.S. Privacy Shield, various EU organizations have required completion of “detailed questionnaires… about FISA...” in order to initiate or continue commercial relationships.

Lowenstein's retention as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 Bankruptcy of Century 21 Department Stores is noted in the Global Legal Chronicle. Century 21 operates 13 retail stores across New York, New Jersey, Pennsylvania, and Florida, along with an e-commerce platform. The Lowenstein team is led by Jeffrey Cohen, Kenneth A. Rosen, Lynda A. Bennett, Eric Chafetz, Brent Weisenberg, and Lindsay H. Sklar. View Lowenstein's news announcement about this retention. 

Lowenstein's retention as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy case of KB US Holdings Inc., the parent company of Balducci’s New York and Kings Food Markets, and several affiliates, is noted in the Global Legal Chronicle. The Lowenstein team is led by Kenneth A. Rosen, Mary E. Seymour, Joseph J. DiPasquale, and Jennifer B. Kimble and includes Rachel Maimin and Jeremy D. Merkin. View Lowenstein's news announcement about this retention. 

Lowenstein's representation of Traub Capital, an investment firm specializing in building value in consumer companies using its unique combination of strategic, operational, and financial expertise, in the company’s purchase of MANA Products, a premier beauty contract manufacturer based in Long Island City, New York, is noted in the Global Legal Chronicle. The Lowenstein deal team included Michael A. Brosse, Lauren M. Troeller, Lowell A. Citron, Doreen M. Edelman, Darren Goodman, Ted Hunter, Marc S. Kurzweil, Gavin J. Rooney, Jeffrey M. Shapiro, Michael Walutes, James C. Shehan, Norman W. Spindel, Daniel A. Suckerman, David Toma, Stuart S. Yusem, Abbey E. Baker, Eric Jesse, Stacey  C. Tyler, Naomi D. Barrowclough, Matthew P. Hintz, Manali Joglekar, Kimberly E. Lomot, Kathleen A. McGee, Megan Monson, Zachary L. Berliner, Christian C. Contardo, Mark S. Heinzelmann, Amanda C. Lutick, Michael T. Melchiorre, Joshua A. Rabinovits, Stephen Tanico, Jenna-Marie Tracy, Joseph Mignone, and Keith Janowitz. View Lowenstein's news announcement about this transaction.

Lowenstein's retention as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy case of Arandell Holdings is noted in the Global Legal Chronicle. The third-largest printer of catalogs in the United States, Arandell provides production and delivery of higher-end catalogs and other promotional products, along with related data analytics services. The Lowenstein team is led by Bruce D. Buechler, Andrew Behlmann, and Robert M. Hirsh. View Lowenstein's news announcement about this retention. 

Doreen M. Edelman speaks to The Deal about the national security challenges raised for any American corporation buying TikTok's U.S. business. “The devil will be in all the details, and that will be something important for other companies to watch,” she says, adding that “[w]ith the Trump administration fearful that Beijing mines personal information for espionage, blackmail and stolen identities, a ban on foreign access to user data is likely.” She warns that CFIUS mitigation for this transaction may be necessary: “There will have to be separate servers, locations will not be in China, [and] there will be different policies and procedures that will affect the U.S. company.”

Michael B. Himmel, Chair of the firm’s White Collar Defense practice, speaks to the FTI Journal about the importance of conducting internal investigations in a timely manner, even when faced with the challenges of remote work environments in a global pandemic. Himmel says, “When dealing with allegations, an organization’s action or inaction can mean the difference between being granted a deferred prosecution agreement from the Department of Justice or not. … From the civil perspective, how quickly an audit committee responds to an allegation can determine whether a derivative lawsuit has merit.”

Doreen M. Edelman comments in Business Insider on the risks for venture capital firms under the Trump administration’s increased scrutiny of foreign investment, as illustrated by the executive order banning TikTok in this country and ordering its parent ByteDance to undo a years-old merger that led to the app's expansion around the world. "I don't feel that enough of the venture companies and the [private equity] backed companies in tech and data understand that this ... could be a real issue," she says.

She explains the broad reach of the Committee on Foreign Investment in the United States (CFIUS), which can not only review but also force changes to deals closed long ago. “There’s no time limit,” she says. There is also no requisite size for a company to come under CFIUS review. "There's no de minimis," Edelman continues. "There's no lower threshold." (subscription required to access article)

Doreen M. Edelman is interviewed by Foreign Investment Watch, a publication focused on the intersection of national security and foreign investment, which recently named her one of its top ten advisors in 2020. Edelman discusses the reasons why a CFIUS review is critical for startups, private equity, and venture fund companies, and she looks at the new real estate provisions of FIRRMA, which cover “not just investment in a U.S. business with real estate but also leases, purchased land, and concessions.” She also addresses the Trusted Capital Program, a Department of Defense program that matches prescreened investors with companies working on technology or products of national security interest. Finally, Edelman looks at reporting obligations under the International Investment and Trade in Services Survey Act, which requires all U.S. businesses to file reports identifying foreign direct investment that results in a foreign entity owning or controlling 10 percent or more of a U.S. business. 

Kenneth A. Rosen is quoted in Bloomberg Law discussing the rising need for additional bankruptcy attorneys and related support in the wake of the COVID-19 pandemic. As Chair of the Bankruptcy Department, Rosen describes how Lowenstein has focused efforts on bolstering the team for over a year in anticipation of an economic downturn.

Law360 quotes arguments by Steven M. Hecht, Vice Chair of the Appraisal Rights practice, made to the Delaware Supreme Court in the appeal of In re: Appraisal of Stillwater Mining Co. Delaware's Chief Justice noted his concern about the trial court’s failure to capture the company’s increase in value between the time of the M&A deal’s signing and closing in this $2.2 billion appraisal case. As counsel for the appellants, stockholder affiliates of Brigade Capital Management LP, Hecht argues that the trial court’s decision "eviscerated the appraisal statute with a judge-made ruling.” He agrees with Chief Justice Collins J. Seitz Jr.’s expression of concern, stating: "I think we should all be troubled that the trial court said this is a plausible case for an upward adjustment beyond inflation. How does a trial court say that and not do it on the premise that we didn't ask for it?"

Lowenstein’s clients challenged Stillwater’s assessment of fair value based on post-signing, pre-closing gains in commodity pricing which would have upwards of $45.7 million and $69 million for the combined holdings of the funds. The stockholders are asking for consideration of the $4.45 per share or $2.95 per share addition or, alternatively, that the case be sent back for a full remand with a direction that fair value not be set at merger price. Lawrence M. Rolnick and Hecht represent the petitioners in this matter.

Kenneth A. Rosen is quoted in the New York Post regarding large payments to Neiman Marcus executives in advance of the company’s Chapter 11 bankruptcy filing. Rosen analyzes the timing of the payouts and explains the effect such pay incentives could have on the bankruptcy case.

Kathleen A. McGee is mentioned in Reuters and The New York Times in an article about companies that raised funds in 2020 through private equity or venture capital investments but that also applied for and received government relief through PPP loans during the COVID-19 pandemic. The piece notes that McGee “has advised companies that if they have cash in the bank that will sustain them for a year, then it could be a red flag for regulators later.”

Lowenstein's retention as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy case of Maines Paper & Food Service, Inc. is highlighted in the Global Legal Chronicle. The Lowenstein team includes Jeffrey Cohen, Bruce S. Nathan, Jeffrey D. Prol, and Lindsay H. Sklar. View Lowenstein's news announcement about this retention.

Doreen M. Edelman discusses the increase in CFIUS filing requirements and regulatory scrutiny that private equity firms face for deals involving foreign capital in Fundfire. She notes the reputational impact for companies in addition to the risk of civil and criminal penalties. Edelman says, “[If] you cannot find a way to mitigate with the U.S. government and unwind your deal to a certain extent to reduce the national security issue, you can have to divest, or the foreign party could have to divest from the U.S. business. … It’s just time, money, and embarrassment." (subscription required to access article)

Mary M. Collins, President and CEO of the Media Financial Management Association, discusses the article, “Redesigning the Workplace,” by Amy Komoroski Wiwi and Lauren M. Hollender (published in May/June 2020 issue of The Financial Manager), in her column for TVNewsCheck. Collins reiterates the authors’ counsel on employment issues arising from working from home during the pandemic, including the classification of independent contractors and possible audits, remote privacy concerns and training, and Federal Fair Labor Standards Act (FLSA) requirements. She also discusses their points about joint-employer liability, which can vary by jurisdiction, for companies using staff through agencies.

Dealreporter spoke to Doreen M. Edelman about a new Treasury Department proposal that will clarify when inbound investors of U.S. critical technologies need to make a mandatory filing with CFIUS. She says this will narrow the definition of transactions covered by the Foreign Investment Risk Review Modernization Act, making it less “fuzzy” and subjective. She adds that the “same analysis that parties have used to determine whether they are subject to export controls will help them determine whether their CFIUS filings are mandatory or not.” (subscription required to access article)

Christopher Porrino, former New Jersey Attorney General and Chair of Lowenstein’s Litigation Department, speaks to ROI-NJ about law enforcement’s aggressive pursuit of alleged price gougers. He says, “Now, not only is the state pursuing civil penalties against those who price-gouge, for the first time in memory, federal authorities are seeking criminal penalties using a 1950s era statute. … The pursuit of criminal penalties in New Jersey is unprecedented in this context, and those businesses that enter the supply chain for scarce personal protective equipment need to beware. This aggressive criminal enforcement is not something legal scholars and law firms predicted, but it is happening at a fevered pace right now in New Jersey and around the country.”

Kathleen A. McGee is quoted in Law360 on the federal government’s evolving guidance about qualifications for SBA PPP loans and the next steps for companies now that the deadline to return those loans has passed. "Initially, there weren't a lot of questions," she says. “Although from the start we were advising clients that … you did have to show need and you had to establish that need was immediate need." When the SBA issued clarifications in late April regarding ownership and affiliation that especially affected technology and VC-backed companies, “that's when people really started to, I would say, panic," she says. McGee notes that even companies with loans under $2 million may still face Department of Justice scrutiny and possible whistleblower suits under the False Claims Act. (subscription required to access article)

In Inc., Julie Levinson Werner discusses how businesses should plan to reopen and stay open post-COVID-19. She recommends training staff on new cleaning and health protocols such as temperature-taking, in addition to rethinking where workers sit in relation to each other. She warns, “Companies that don't outline these new protocols clearly could face official complaints and reputational damage.”

The arrival to Lowenstein of senior counsel Mary E. Storella as Vice Chair of the Life Sciences group and head of Life Sciences Transactions is highlighted in NJBIZ, Private Equity Wire, Law.com (New Jersey Law Journal), Bloomberg Law, Mergers & Acquisitions, and The Deal. View Lowenstein's news announcement about Storella joining the firm.

Kenneth A. Rosen, partner and Chair of the Bankruptcy & Restructuring Department group, is quoted in WSJ Pro Bankruptcy regarding the bankruptcy proceedings of retailer J. Crew Group Inc. and the company’s move to protect its Asian supply chain in preparation for reopening stores. Rosen compares the action to recent similar retail filings and comments on the resulting protection to vendors.

Ed Zimmerman, partner and Chair of Emerging Companies & Venture Capital (fka, The Tech Group), is quoted in Business Insider discussing the SBA’s issuance of new rules and guidance that may retroactively disqualify many venture-backed startups from receiving small business loans as part of the federal government’s coronavirus relief effort. Zimmerman notes that some companies are already paying back funds they received in response to the new rules after being encouraged to apply for the program by Treasury Secretary Steve Mnuchin. He states that the SBA and Treasury Department have “really muddied the water” with the latest guidelines. (subscription required to access article)

Bloomberg Businessweek references Lowenstein’s Updates on Tax Deadlines and Key Tax Provisions of the CARES Act, authored by Brian A. Silikovitz, Andrew E. Graw, Lesley P. Adamo, Darren Goodman, and Robert B. Krieger and republished in JD Supra. The article recommends the employee retention tax credit for business owners who have not received adequate relief from either the SBA’s Paycheck Protection Program (PPP) or Economic Injury Disaster Loan (EIDL) program.

In Built In, Ed Zimmerman, Kathleen A. McGee, and Kimberly E. Lomot discuss the confusion regarding startups' eligibility under PPP for SBA loans, including how venture capital-backed growth companies should consider certifying “need” under the CARES Act. “The reporting in the press was, ‘Startups are totally ineligible or almost totally ineligible,’” says Zimmerman. “But that’s not what the law says. That’s analysis under Section 103, and the proper way to do the analysis is under 301.” He goes on to clarify under what conditions “negative control” by minority owners may constitute affiliation so as to bar PPP loan eligibility, and how to avoid this through irrevocable waivers or amended charters.

Both Zimmerman and McGee emphasize the importance of documentation. McGee, former Bureau Chief at the New York State Attorney General’s Office, explains the potential risk of future prosecution for companies applying for PPP without having properly assessed the “necessity” certification: “If it is demonstrable on the budget in the Excel spreadsheet you’re keeping that things are going to get much tighter because of COVID-19, then I think you’re justified. … But you have to have that good faith justification. If you have a year of bank, it’s probably going to be a flag raised for regulators.”

Lomot, who has years of experience counseling both borrowers and lenders on SBA loans, also urges caution in taking the certifications seriously: “eagerness to claim available funds…could get startups in trouble if they’re not applying in good faith.”

Ed Zimmerman and Kathleen A. McGee of Lowenstein’s Emerging Companies & Venture Capital group are quoted in The New York Times and Reuters on the risks for venture-backed startups seeking government stimulus aid. McGee warns companies with large cash reserves that applying for SBA loans now could “probably … be a flag raised for regulators who are combing through these applications at another time.”  Zimmerman also advises caution: “One thing that I have said to one or two clients is you might not like me very much today or in three months, but I think you’ll like me four years from now when you’re reading about investigations and private lawsuits in the paper and you don’t have this in your background.”

Robert M. Hirsh is quoted in Bloomberg regarding the current state of bankruptcy filings and the means by which the court system is adapting in order to accommodate the anticipated wave of bankruptcy filings following the coronavirus pandemic.

Jeffrey Cohen is quoted in Law360 regarding the Modell’s Chapter 11 bankruptcy proceedings. As counsel to the official committee of unsecured creditors, Cohen comments on the current suspension of the Chapter 11 case and its impact on the landlord community. He suggests that, while imperfect, suspension of the case was the best long-term solution for both the debtor and the creditors following the COVID-19 retail shutdown.

Dotan Barnea, Co-chair of the firm’s Israel Practice Group, is quoted in Globes discussing the eligibility of Israeli startups and growth companies for assistance from the United States’ recent $2 trillion-dollar federal program for small and medium-sized businesses. He says, "Israeli startups with significant activity in the United States influenced by the COVID-19 crisis should definitely look at the PPP loans,” although he cautions that applicants must show that the management of the company was done by American citizens or green card holders.

Steven S. Rogers comments in NJBIZ about the challenges faced by loan applicants on the first day of the CARES Act SBA loan process. He says, “The goal was apply at 10 a.m. and get a check at 2 p.m. Maybe that’s happening in parts of the country much less densely populated, but everyone who I have spoken to … their particular bank isn’t ready for them.” He remains optimistic: “It’s like an individual who can’t file for unemployment online because the system is overrun, the banks are overrun. While we can be negative on today, it’s not a criticism of the program.”

Doreen M. Edelman is quoted in The Wall Street Journal’s article on calls to delay or roll back tariffs during the COVID-19 pandemic, which are currently being determined on a case-by-case basis. She notes: “Having a tariff that is intended to punish China, but is being paid for by middle-America consumers who may currently be out of work, seems unfair at best and counterproductive.” (subscription required to access article)

Lowenstein's retention as counsel to the Official Committee of Unsecured Creditors in the Chapter 11 bankruptcy case of Modell’s Sporting Goods is highlighted in the Global Legal Chronicle. The Lowenstein team includes Jeffrey Cohen, Nicole Fulfree, and Michael Papandrea. View Lowenstein's news announcement about this retention.

Former Attorney General of New Jersey Christopher Porrino discusses price gouging during the COVID19 pandemic, how it is defined, and what businesses can do to avoid legal trouble in his interview with ROI-NJ.

The arrival of former U.S. Treasury national security lawyer Christian C. Contardo to Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C., office is noted in Bloomberg Law, Washington Business Journal, General Counsel News, The Washington Post, Reuters, and The Deal. Contardo has over a decade of experience in federal agencies such the Department of Homeland Security, Immigration and Customs Enforcement, and Treasury, including with the Office of Foreign Assets Control (OFAC) and the Committee on Foreign Investment in the United States (CFIUS). 

In Law.com, Christopher Porrino, former Attorney General of New Jersey and now Chair of Lowenstein Sandler’s Litigation department, discusses the impact on law firms of New Jersey Governor Phil Murphy’s executive order closing nonessential businesses. Executive Order 107 does not mention law firms, but its accompanying FAQs advise that they may continue to operate but must accommodate employees working from home “wherever practicable.” Porrino says, “I don’t think lawyers deserve any special or different treatment. We all need to do our part.”

In Tax Notes, Doreen M. Edelman comments on requests made by U.S. trade groups asking the Trump administration to remove section 301 tariffs in light of the financial uncertainty surrounding the coronavirus pandemic; she notes that exclusions alone may not be sufficient to help U.S. businesses. “These tariffs were intended to hurt China, but trade policy experts knew when the announcement was made that the administration was mixing apples and oranges," she says. "The companies were to 'take one for the team' and take the long view that the policy to alienate China was a good policy. The effect of the virus on retail companies will put the icing on the cake for retail companies.”

Doreen M. Edelman, Chair of the firm’s Global Trade & National Security group, addresses the risks for U.S. dealmakers posed by the new rules implemented by the Committee on Foreign Investment (CFIUS) in an article in The Deal. The February 13^th implementation of the Foreign Investment Risk Review Modernization Act, or FIRRMA, extends the authority of the Committee in ways that will impact “[t]ech startups, private equity firms, hedge funds, C-suite executives and other stakeholders,” says Edelman, warning that “transactions could be jeopardized if parties don’t fully understand the new regulatory regime adopted by the Treasury Department, which oversees the nine-member government panel.” She adds that stakeholders must carefully classify their products and technologies; in “some cases, tech companies may not realize they have Chinese investment that could attract the committee’s attention or may wrongly assume that a small stake isn’t a concern.”

Lowenstein's representation of PVH Corp. [NYSE:PVH] in its definitive agreement to sell its Speedo North America business to Pentland Group for $170 million in cash is highlighted in Law360, Bloomberg Law, Retail Dive, Financial News, and the Global Legal Chronicle. The Lowenstein deal team included Marita A. Makinen, Andrew P. Erdmann, Doreen M. Edelman, Andrew E. Graw, Darren Goodman, Mary J. Hildebrand, Matt Savare, Michael Walutes, Jeffrey M. Shapiro, Jack Sidorov, Abbey E. Baker, Manali Joglekar, Justin Gindi, Sophia Mokotoff, Nicole Rae Morales, Bryan Sterba, and Vikram Paul. The PVH team included Mark Fischer, Jeffrey Hellman, and Meredith Felz (Legal), along with Dana Perlman and Lina Yoo (In-house Deal Makers). (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Bruce D. Buechler is quoted in Law360 regarding the U.S. Supreme Court’s decision not to hear an appeal brought by the Chapter 7 trustee for bankrupt vegetable cannery Allens Inc. As counsel to International Paper Company, a creditor and one of the defendants in the case, Buechler comments on the status of the lawsuit. (subscription required to access article)

Doreen M. Edelman contributes her 2020 predictions on potential legal issues in international trade in Law360. She notes that the Commerce Department has still not developed guidance on a rule, announced in 2018, on which “emerging and foundational technologies” are subject to export controls. She warns that, to date, many owners and developers of, and investors, in technology such as artificial intelligence, 3-D printing, quantum computing, and robotics “have not focused on export control requirements for these technologies. … Thus, these companies must quickly learn when export controls apply” to them to ensure compliance. (subscription required to access article)

Jonathan L. Lewis has been quoted in numerous Law360 articles regarding timely antitrust issues. Articles include: "DOJ’s Heir-Tracking Case Shows Fight For Clear Standard," "DOJ Antitrust Division Gets Off The Sidelines," "Will FTC Win 'Radically Reshape' Cell Patent Licensing?," and "Competition Cases To Watch For The Rest Of 2017." 

Lowenstein’s role representing Arotech Corporation (ARTX) in its agreement to be acquired for approximately $80.8 million is mentioned in The Deal, Law360 (September 23, 2019; September 27, 2019), the Global Legal Chronicle, GlobeNewswire, Crain's Detroit Business, Yahoo Finance, and Nasdaq. The Lowenstein deal team included Steven M. Skolnick, Alan Wovsaniker, Kate Basmagian, Elisia M. Klinka, and Mitchell McDonald. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

James C. Shehan is quoted in the Pink Sheet regarding Sarepta Therapeutics Inc.’s decision to not publicly disclose its submission of a formal dispute resolution request appealing the FDA’s rejection of the drug Vyondys 53. Shehan notes that the legal standard for determining whether information such as this must be disclosed is how material is it to an investor’s buy or sell decision and that, because companies don't often win formal dispute resolutions with the FDA, Sarepta’s decision to not disclose the appeal’s existence could be legally permissible. (subscription required to access article)

Lowenstein's representation of Crimson Investment, a global private equity firm headquartered in San Francisco, in the sale of Milton Industries, Inc. to Levine Leichtman Capital Partners, a Los Angeles-based private equity firm, is highlighted in the Global Legal Chronicle. The Lowenstein deal team included Christopher C. Henry, Theodore C. Sica, Brian A. Silikovitz, Mark S. Heinzelmann, Lauren E. Killeen, Sophia Mokotoff, Megan Monson, Nick Samedi, and Jacob D. Unger. View Lowenstein's news announcement about this transaction.

Joseph J. DiPasquale is quoted in The Wall Street Journal regarding New England Motor Freight’s (NEMF) upcoming confirmation hearing of the company’s Chapter 11 joint plan of liquidation. As counsel to the committee of unsecured creditors, DiPasquale comments on the support of the joint plan from the majority of lenders, creditors, and other key stakeholders. NEMF has already undergone a process to sell off thousands of semitractors and trailers in the largest bankruptcy auction of its kind.

Herschel S. Weinstein provided legal counsel to Hildred Capital Management, LLC as co-counsel in its recapitalization of DermCare Management, LLC with Gemini Investors; the transaction was mentioned in the Valdosta Daily Times, Business Wire, ABL Advisor, and the Global Legal Chronicle.

Lowenstein’s role in the merger agreement between firm client Sonnet BioTherapeutics and Chanticleer Holdings is mentioned in Proactive Investors USA & Canada, ROI-NJ, citybizlist, GlobeNewswire, and the Global Legal Chronicle. The Lowenstein deal team included Steven M. Skolnick, Sarah P. Cole, and Tracy F. Buffer.

Jeffrey Cohen is quoted in a Law360 article detailing a Delaware bankruptcy judge’s approval of United Sporting Companies’ Chapter 11 plan. As a lawyer for the official committee of unsecured creditors in the case, Cohen expresses satisfaction on behalf of the committee, describing how the confirmation represents the best result for the creditors. The Lowenstein attorneys representing the committee include Jeffrey Cohen, Michael Kaplan, Eric Chafetz, Gabriel L. Olivera, Myles R. MacDonald, Rasmeet K. Chahil, and C. Patrick Thomas.

The transition of leadership of Lowenstein Sandler’s D.C. office to Antitrust/Competition partner Zarema A. Jaramillo was covered in Bloomberg Law – Big Law Business, General Counsel News, The Hill, The Deal, and The Washington Post. Jaramillo is set to take over on January 1, 2020, from Jeffrey Blumenfeld, who founded the D.C. office in 2014 and will remain Co-chair of the firm’s Antitrust/Competition practice.

The Los Angeles Times quotes Doreen M. Edelman, chair of Lowenstein Sandler’s Global Trade & National Security group, in its story on President Donald Trump’s delay of tariffs on cellphones, laptops, toys, shoes, and clothes made in China until after the winter holidays. Edelman says, “This gives breathing room for the retailers and U.S. companies,” adding that the three-month delay will still not give companies enough time to find alternative suppliers outside of China. “We’ve got clients that have specialized, high-end sculptures and ornaments being hand-painted from mountain communities in China that have been doing this for years. … You just can’t pick that up and move that to another country.” The story also appeared in the York Dispatch and the Dothan Eagle.

Lowenstein Sandler’s representation of Thailand’s leading global chemical company, Indorama Ventures (IVL), in its $2.1 billion acquisition of Huntsman’s chemicals units was featured in numerous media outlets including The Wall Street Journal and The Deal, which highlighted Nicholas San Filippo IV’s role in the transaction and previous work with IVL since 2003. The Nation Thailand called the transaction “a game changing acquisition for IVL, its largest ever and one of the biggest by a Thai company in the last decade.” The acquisition was also featured Bloomberg Law – Big Law Business, The Deal, The Associated Press, the Global Legal Chronicle, Business Wire, citybizlist, Bakersfield.com, The American Lawyer, and Law360. The Lowenstein Sandler deal team included Nicholas San Filippo IV, Sam E. Khan, Stuart S. Yusem, Nicholas G. Mehler, Christine Osvald-Mruz, Doreen M. Edelman, Brian Silikovitz, Norman W. Spindel, Mark S. Heinzelmann, Mitchell McDonald, Megan Monson, Sami Najib, Sunita Patel, Alex H.Rosenthal, and Niral T. Shah. The Valence Group acted as exclusive financial adviser to IVL, and KPMG provided financial due diligence support. (subscription required to access certain content) View Lowenstein's news announcement about this transaction.

Longtime firm client Tower International's (NYSE: TOWR) acquisition by private equity-owned Autokiniton Global Group, in a $900 million deal expected to close in September or October, is reported in Crain's Detroit Business, The PE Hub Network, Automotive News, InvestorsHub, Law360, Smart Business Dealmakers, Mergers & Acquisitions, and the Global Legal Chronicle. (Lowenstein deal team: Peter H. Ehrenberg, Andrew E. Graw, Lowell A. Citron, Marita A. Makinen, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Elisia M. Klinka, Justin Gindi, Kate Basmagian, Daniel C. Porco, Matthew A. Weston, Erica Perlmutter, Robert Bee, Sabrina Cua, Brian A. Silikovitz, Kristin V. Taylor, Katie R. Glynn, Nicholas G. Mehler, Doreen M. Edelman, Lynda A. Bennett, Megan Monson, Michael B. Himmel, and Norman W. Spindel) View Lowenstein’s news announcement about this transaction.

Lowenstein Sandler’s role as legal counsel to Aceto Corporation in its Chapter 11 bankruptcy filing and in the proposed $338 million sale of its chemical business assets to New Mountain Capital is highlighted in Bankrupt Company News, MarketWatch, GlobeNewswire, Markets Insider, StreetInsider.com, EIN Presswire, MarketScreener.com, and the Global Legal Chronicle (May 20, 2019; June 22, 2019). The firm’s role as legal counsel in Aceto’s sale of subsidiary Rising Pharmaceuticals, Inc. is noted in The Associated Press, MarketScreener.com, and the Global Legal Chronicle. (Lowenstein team: Kenneth A. Rosen, Steven E. Siesser, Paul Kizel, Michael S. Etkin, Jeffrey Cohen, Wojciech F. Jung, Philip J. Gross, Michael Savetsky, and Michael Papandrea.) (subscription required to view certain content) View Lowenstein’s news announcements about this representation: March 18, 2019; May 13, 2019.

Lowenstein congratulates client New Jersey Sports & Exposition Authority on the successful $42.5 million sale of a 718-acre tract of undeveloped land located within the Meadowlands corridor, as reported by Real Estate NJ. This sale marks the conclusion of approximately 20 years of effort to see to the closure of landfills and redevelopment of the surrounding uplands. Lowenstein aided in coordinating the wind-down and closure of four landfills and facilitating the repositioning of the land for warehouse and logistics-based redevelopment. Developers are now poised to construct a modern warehouse and distribution complex near the New Jersey Turnpike, thereby creating jobs and opportunities for this New York City suburb. Lowenstein attorneys included John S. Stolz, James Stewart, Daniel A. Suckerman, and Stacey C. Tyler.

Doreen M. Edelman, Chair of the Global Trade & National Security group, is quoted in a Fortune article on the effects of the ban of Huawei, the Chinese telecommunications company, on U.S. businesses. She explains that "technology as defined in the export regulations can’t be sold to Huawei without a license … Companies have to figure out how to change their supply chains or customer base or what they manufacture and sell.”

James C. Shehan, Chair of Lowenstein’s FDA Regulatory practice, is interviewed on the “Not So Different” podcast by the Center for Biosimilars on the FDA’s recently released final guidelines on demonstrating interchangeability, which Shehan knows well because he helped craft the sections of the Biologics Price Competition and Innovation Act that govern interchangeability. He also addresses the upcoming transition of insulin to its regulation as a biologic instead of as a drug, and the possibility of it being categorized as an interchangeable one day.

Lowenstein Sandler’s representation of Abry Partners in its convertible preferred equity investment in PowerFleet, Inc., the new global IoT company to be formed by the acquisition of Pointer Telocation Ltd. by I.D. Systems, Inc., was mentioned in ROI-NJ, Law360, The PE Hub Network, StreetInsider.com and the Global Legal Chronicle. (Lowenstein deal team: Steven E. Siesser, Brooke A. Gillar, Kate Basmagian, and Matthew A. Weston.) View Lowenstein’s news announcement about this transaction.

Lowenstein’s 2019 promotion of seven lawyers to partner and six to counsel (including three women in each category) is noted in Bloomberg Law – Big Law Business. These promotions are also highlighted in LawFuel, The Deal, and the Commerce and Industry Association of New Jersey’s (CIANJ) Business Beat newsletter, with Lesley P. Adamo, Dmitry Andreev, Marc S. Kurzweil, James B. O’Grady, Eileen Overbaugh, Peter Slocum, and Julie Levinson Werner highlighted as newly elected partners and Brandon Fierro, Joseph G. Jones, Robert Lynn, Brianne Perlman, Nedda N. Salehi, and Leah Satlin listed as promoted to counsel. Gary M. Wingens is quoted regarding the critical role these lawyers will play in the firm’s continued success. Law360 notes our partner elevations in an article highlighting firms' Q1 promotions. (subscription required to access certain content) View Lowenstein’s news announcement about these promotions.

Doreen M. Edelman is quoted in the International Business Times discussing the delay of a trade deal between the United States and China. Edelman suggests that the suspension could be due to the conflicting goals of the President and Congress.

Lowenstein Sandler’s role as legal counsel to Aceto Corporation in its Chapter 11 bankruptcy filing and in the proposed $338 million sale of its chemical business assets to New Mountain Capital is highlighted in Bankrupt Company News, MarketWatch, GlobeNewswire, Markets Insider, StreetInsider.com, and EIN Presswire. The firm’s role as legal counsel in Aceto’s sale of subsidiary Rising Pharmaceuticals, Inc. is noted in The Associated Press and MarketScreener.com. (Lowenstein team: Kenneth A. Rosen, Steven E. Siesser, Paul Kizel, Michael S. Etkin, Jeffrey Cohen, Wojciech F. Jung, Philip J. Gross, Michael Savetsky, and Michael Papandrea.) (subscription required to view certain content) View Lowenstein’s news announcement about this transaction.

Lowenstein’s victory in a property condemnation and valuation litigation filed on behalf of the New Jersey Sports and Exposition Authority against the Town of Kearny, New Jersey, is profiled in the Global Legal Chronicle. The write-up notes the Lowenstein team: James Stewart, Rachel K. Warren, and Rasmeet K. Chahil. View Lowenstein’s news announcement about the court's decision.

The PE Hub Network, The Deal, and Law360 (December 12, 2018; January 24, 2019) note Lowenstein Sandler as lead counsel to Cerberus Capital Management, L.P. in its acquisition of Sparton Corporation (NYSE: SPA). (Lowenstein deal team: Marita A. Makinen, Robert G. Minion, Jeffrey Blumenfeld, Mary J. Hildebrand, Nicholas G. Mehler, Christine Osvald-Mruz, Matt Savare, Jeffrey M. Shapiro, James C. Shehan, Michael Walutes, Jack Sidorov, Norman W. Spindel, Stuart S. Yusem, Manali Joglekar, Sabrina Cua, Allison Gabala, Megan Monson, Alex H. Rosenthal, Bryan Sterba, Matthew Tippy, Lauren E. Killeen, and Lauren M. Troeller.) (subscription required to view certain content) View Lowenstein’s news announcement about this transaction.

Knotel, the second-largest coworking company in Manhattan, finalized a ten-year, 60,323 square foot lease at 61 Broadway. This deal reflects the growing opportunities in the Lower Manhattan market for flexible real estate. The 61 Broadway deal has been featured in such publications as The Real Deal, Globe St., and Commercial Observer. Knotel was represented by Edward J. “Ted” Hunter and Daniel A. Suckerman.

Doreen M. Edelman is featured in a two-part FCPA Compliance Report podcast (December 10; December 17, 2018) discussing the Committee on Foreign Investment in the United States (CFIUS). In part one, Edelman highlights the recent increase in non-compliance penalties, the development of national security measures due to disruptive technologies, and the expansion of CFIUS jurisdiction to companies purchasing non-controlling investments in U.S. companies. In part two, Edelman discusses the requirements for mandatory filings under the CFIUS Pilot Program. 

MarketWatch, GlobeNewswire, TenLinks, StreetInsider.com, Yahoo! Finance, Digital Engineering, Global Legal Chronicle, and Crain's Detroit Business note Lowenstein Sandler as counsel to Altair Engineering Inc. (Nasdaq: ALTR) in its $176 million acquisition of Datawatch Corporation (Nasdaq: DWCH). (Lowenstein deal team: Peter H. Ehrenberg, Michael J. Mueller, Elizabeth A. Mandle, Justin Gindi, Colin J. Kirby, Valeska Pederson Hintz, Kate Basmagian, Lauren E. Killeen, Darren Goodman, Megan Monson, Brian A. Silikovitz, Sophia Mokotoff, Mark P. Kesslen, Manali Joglekar, Leah Satlin, Jeffrey Blumenfeld, Jack Sidorov, Jeffrey M. Shapiro, Lynda A. Bennett, Eric Jesse, Lowell A. Citron, Lauren M. Troeller, and Erica Perlmutter.) View Lowenstein’s news announcement about this transaction.

Michael B. Himmel is quoted in The Anti-Corruption Report in an article discussing Vantage Drilling International’s settlement charges with the SEC. Himmel analyzes the case and provides insight as to what Vantage could have done in order to obtain a different outcome. (subscription required to access article)

Law360 quotes Doreen M. Edelman in an article discussing the arrest of Huawei Technologies CFO Meng Wanzhou. Meng’s arrest came amid U.S.-China trade negotiations that have triggered stock market uncertainty. Edelman notes the consequences U.S. businesses could face if Meng’s prosecution stalls the negotiations’ progress, and she advises clients to “continue planning along a worst-case scenario for the long term.” (subscription required to access article).

Doreen Edelman is quoted in Law.com in an article discussing President Trump and China’s Xi Jinping’s recent agreement to a 90-day truce in the trade war. Edelman notes that it is a difficult situation for companies to prepare for and states that she advises clients to diversify their supply chains and have a plan of action in the event higher tariffs are implemented. (This article also appeared in Corporate Counsel, Yahoo! Finance, The American Lawyer International, and the New York Law Journal.) (subscription required to access certain content) 

Business Wire, MarketWatch, Pharmaceutical Business Review, Cosmetics Technology, ABF Journal, Cision PR Newswire, and the Tullahoma News note Lowenstein Sandler as counsel to Crown Laboratories, Inc. (Crown Laboratories) and Hildred Capital Partners, LLC in Crown Laboratories’ acquisition of the North American distribution rights of five OTC consumer brands from GlaxoSmithKline plc (NYSE: GSK). (Lowenstein deal team: Herschel S. Weinstein, Sam E. Khan, Mitchell McDonald, Sunita Patel, James C. Shehan, Matthew P. Hintz, Sofia Kopelevich, Michael A. Buxbaum, Nicholas Gonski, Matthew Tippy, Jeffrey M. Shapiro, and Jack Sidorov. View Lowenstein’s news announcement about this transaction.

Doreen M. Edelman is quoted in a Corporate Counsel article discussing a possible meeting between President Trump and China’s Xi Jinping at the G20 Summit and the potential impact on U.S. companies’ dealings with China. Edelman notes the present international trade climate and states that she advises clients to be prepared for anything in the short- and long-term.

Infosurhoy (November 21, 2018), Chron (October 29, 2018), The Seattle Times (October 25, 2018), The Vindicator (October 25, 2018), The Associated Press (October 25, 2018), the New York Post (October 11, October 14, October 16, and October 24, 2018), and Bloomberg Quint (October 17, 2018) quote Kenneth A. Rosen in several articles exploring the aftermath of Sears Holdings Corp.’s bankruptcy and the continued attempts by former Sears CEO Eddie Lampert to avoid liquidation. Rosen comments on the state of Sears’ current financing and on the highly public manner in which Sears' assets were sold to Lampert’s hedge fund, ESL Investments. 

The Washington Post, The American Lawyer, Global Trade Review, Bloomberg Law – Big Law Business, Law360, The National Law Journal, the New Jersey Law Journal, International Trade Today, The Deal, TXF, and citybizlist highlight the launch of Lowenstein’s Global Trade & Policy practice in the firm’s Washington, D.C. office and the arrival of Doreen M. Edelman (practice chair), Abbey E. Baker, Andrew Bisbas, and Megan C. Bodie. The Global Trade & Policy practice will provide U.S.-based clients, foreign clients, and foreign-owned U.S. companies with compliance and policy development services. Areas of emphasis will include import tariffs and classifications, OFAC regulations and sanctions, CFIUS review protocols, and export controls. (subscription required to access certain content)

Reuters, Axios, The PE Hub Network, Food Processing Technology (October 31, 2018; November 2, 2018), Global Legal Chronicle, and just-food.com note Lowenstein Sandler as counsel to Traub Capital LLC in its acquisition of Signature Brands from The Hero Group. (Lowenstein deal team: Michael A. Brosse, Michael J. Mueller, Sabrina Cua, Justin Gindi, Lowell A. Citron, Theodore C. Sica, Nicholas Gonski, Michael Walutes, Nicholas G. Mehler, Matthew P. Hintz, Sofia Kopelevich, Darren Goodman, Megan Monson, Eric Jesse, James C. Shehan, Stuart S. Yusem, and Mitchell McDonald.) View Lowenstein’s news announcement about this transaction.

The Anti-Corruption Report quotes Michael B. Himmel in an article discussing United Technologies Corporation’s bribery-related settlement with the U.S. Securities and Exchange Commission. Himmel comments on how the government views the legitimacy of certain corporate entertainment and other expenses, the importance of corporate self-reporting, factors the SEC weighs in calculating civil penalties, and impediments to the Department of Justice in building a case against a company that does business overseas. (subscription required to access article)

Reuters quotes Jeffrey D. Prol, counsel to debtor Duro Dyne Corp. in its Chapter 11 bankruptcy filing, in an article discussing the U.S. Department of Justice’s objection to Duro Dyne’s appointing a lawyer to represent potential future claimants against the company.

Law360 quotes Jeffrey D. Prol regarding sheet metal equipment and accessories manufacturer Duro Dyne Corp.’s recent Chapter 11 bankruptcy filing. Representing the debtor, Prol indicates that the filing is designed solely to address the company’s asbestos liabilities. (subscription required to access article)

Law360 notes Gavin J. Rooney and Joseph A. Fischetti in an article highlighting a victory for our clients in two related class actions in which the New Jersey Appellate Division affirmed the lower court’s dismissal of the actions. Plaintiffs alleged violations of the New Jersey Truth-in-Consumer Contract, Warranty and Notice Act, but Lowenstein Sandler won a threshold motion to dismiss (affirmed on appeal) for failure to show harm. The case is Gregory R. Duke, et al. v. All American Ford, et al. (subscription required to access article)

Law360 quotes James Stewart and mentions Rachel K. Warren and Lowenstein Sandler in an article profiling the firm’s New Jersey appeals court victory on behalf of our client, the New Jersey Sports and Exposition Authority (NJSEA). The court affirmed the trial court’s finding that the NJSEA was not responsible to the town of Kearny, New Jersey, for indemnification of any amount Kearny may owe to John P. Keegan for funds Keegan paid to fund a portion of the cleanup of a landfill. (subscription required to access article)

Law360 quotes James C. Shehan in an article discussing the likelihood of an increase in litigation against U.S. Food & Drug Administration (FDA) policies should the Hon. Brett Kavanaugh of the U.S. Court of the Appeals for the District of Columbia Circuit be confirmed to the U.S. Supreme Court. Judge Kavanaugh has criticized the Supreme Court’s Chevron doctrine, which mandates judicial deference to reasonable administrative agency interpretations of ambiguous federal laws, as enabling agencies to “stretch the meaning of statutes.” Shehan predicts that a shift by the Court on Chevron will spark more lawsuits against the FDA. He notes that while Chevron may still inspire judicial deference in cases involving complex scientific matters, any lessening of deference more generally would diminish the FDA’s authority. (subscription required to access article)

The New Jersey Law Journal and Law360 note Gavin J. Rooney and Naomi D. Barrowclough as counsel to Bil-Jim Construction Co. Inc. executives for whom our lawyers secured dismissal from a putative class action brought under the New Jersey Prevailing Wage Act.

The Global Legal Chronicle highlights Lowenstein Sandler’s selection as legal counsel to represent Gibson Brand’s Official Committee of Unsecured Creditors in its Chapter 11 bankruptcy proceedings. The article notes that the Lowenstein team is led by Jeffrey Cohen and Kenneth A. Rosen and includes Wojciech F. Jung, Andrew David Behlmann, Scott Cargill, and Keara Waldron. Lowenstein’s Delaware co-counsel on the engagement is Adam Landis of Landis Rath & Cobb LLP.

Kenneth A. Rosen comments in Turnarounds & Workouts regarding the judge’s rejection of a potential bidder’s demand for a negotiating fee in the Chapter 11 bankruptcy liquidation of Bon-Ton Stores. Citing time limits under the U.S. Bankruptcy Code, Rosen claimed there were issues which prevented the retailer from being able to reorganize.

Law.com quotes R. Scott Thompson, lawyer for Sally DeLorean and the estate of her late husband, auto executive John DeLorean, regarding their litigation against the DeLorean Motor Co. for royalties improperly collected from Universal Pictures. (subscription required to access article)

Modern Healthcare quotes James C. Shehan, Head of Lowenstein’s FDA Regulatory Practice, on how the FDA’s new Medical Device Safety Action Plan will fill gaps in device regulation and may portend further FDA action in other areas.

Law360 notes Michael D. Lichtenstein and Catherine M. Aiello as counsel for Cooper Industries LLC in an article discussing Cooper’s victory on appeal in a state court insurance coverage action. (subscription required to access article)

Law360 quotes Kenneth A. Rosen, counsel for the Official Committee of Unsecured Creditors of Cenveo, Inc., regarding objections to the envelope maker’s hiring one of its former vice presidents to renegotiate the company’s commercial leases as part of its Chapter 11 bankruptcy proceedings.

The Global Legal Chronicle highlights Lowenstein Sandler’s selection as legal counsel to represent Fibrant LLC’s Official Committee of Unsecured Creditors in its Chapter 11 bankruptcy proceedings. The article lists Jeffrey D. Prol and Bruce S. Nathan as leaders of the Lowenstein team.

Reorg Research, Chemical Engineering, and Textile World highlight Lowenstein as the legal advisor to Indorama Ventures Public Company Limited in its joint venture acquisition of M&G Chemicals’s Corpus Christi, Texas-based PTA-PET plant. Lowenstein is also listed as Indorama’s legal advisor in its acquisition of M&G Polimeros Brazil S.A., the largest PET facility in Brazil, by Textile World, Plastic News Europe, and Plastics in Packaging. (subscription required to access Reorg Research article)

Law360 lists Richard F. Ricci as a member of its 2018 Environmental editorial advisory board, the goal of which is to obtain feedback on the publication’s coverage and gain insights from leaders in the field on how best to shape future coverage.

Wojciech F. Jung is quoted in Reorg Research regarding the Chapter 11 bankruptcy proceedings of Appvion, Inc. Representing the Official Committee of Unsecured Creditors, Jung prosecuted the committee’s motion for derivative standing to commence and prosecute actions on behalf of the debtors’ estates against the prepetition lenders, DIP lenders, and their representatives. (subscription required to access article)

Reuters quotes Kenneth A. Rosen in an article noting that a senior-level bankruptcy lawyer has been appointed to serve as independent examiner in Cenveo Inc.’s Chapter 11 bankruptcy proceedings, though the company’s Official Committee of Unsecured Creditors will have primary responsibility for investigating the company.

Kenneth A. Rosen is quoted in WSJ Pro Bankruptcy regarding the bankruptcy proceedings of specialty paper manufacturer Appvion Inc. Representing the Official Committee of Unsecured Creditors, Rosen stated that the protection of creditors would be best met by negotiations of a potential plan of reorganization, as opposed to a Chapter 11 auction.

The Global Legal Chronicle highlights Lowenstein’s being selected as legal counsel to handle the Chapter 11 bankruptcy proceedings of the Official Committee of Unsecured Creditors of Cenveo Inc. The article lists Kenneth A. Rosen, Mary E. Seymour, Bruce D. Buechler, Bruce S. Nathan, and Eric Chafetz as the Lowenstein team.

Steven M. Skolnick and Michael Lerner are highlighted in Law360 regarding their representation of Motus GI Holdings, Inc. and its successful IPO.

Construction Business Owner highlights Lowenstein’s representation of Foley, Inc. in its acquisition of Ransome CAT.

James C. Shehan, Head of Lowenstein’s FDA Regulatory Practice, is quoted in Modern Healthcare regarding the security of medical devices pertaining to health systems, noting the lack of absolute security in the electronic world.

James C. Shehan comments in Law360 on the FDA’s 2017 enforcement statistics showing a continued drought of drug promotion enforcement.

Wojciech F. Jung is quoted in Debtwire and Law360 with respect to disputes surrounding approximately $325 million in secured financing sought in the bankruptcy proceedings of Appvion. Jung represents the Official Committee of Unsecured Creditors of the specialty paper manufacturer, which filed for chapter 11 with over $700 million in debt.

As New Jersey Attorney General, Christopher Porrino is quoted in Reuters, NJ Spotlight, Observer, and NJ.com (among other outlets) on the state’s suits against drug companies for their role in the opioid epidemic.

As New Jersey Attorney General, Christopher Porrino is quoted on News12 New Jersey and NJ.com (among other outlets) on changes to opioid prescribing rules.

Wojciech F. Jung is quoted in Reorg Research with respect to a decision issued by a U.S. Bankruptcy Court on September 11, 2017 in the Short Bark Industries case pending in Delaware. In that case Wojciech argued, and the Court agreed, overruling contrary arguments by the government, that the recent U.S. Supreme Court decision in Jevic did not foreclose court approval of agreements resulting in the distribution of funds to junior creditors ahead of senior creditors (i.e., class skipping). (subscription required to access article)

Lowenstein Sandler is highlighted in Law360 for being appointed lead counsel in the appraisal proceedings of Stillwater Mining Co.

Michael S. Etkin is quoted in The Street about the implications of the Chapter 11 filing of Westinghouse Electric Co., including the impact on its parent company, Toshiba.

Bruce S. Nathan is quoted in NACM eNews regarding the effect of prepackaged and prearranged Chapter 11 plans on unsecured creditors in the energy, metals, and mining sectors, which has burdened unsecured creditors to respond to protect their interests in a very short timeframe.

Michael S. Etkin is quoted in Law360 regarding the decision by the bankruptcy court in the Fisker Automotive Chapter 11 case in favor of our clients overruling the objections to claims based upon the mandatory subordination provisions of the Bankruptcy Code. Our clients purchased membership units of a non-debtor special purpose vehicle which itself invested in the preferred stock of Fisker Automotive. Etkin, representing these membership unit purchasers in the bankruptcy proceedings of the electric car maker, argued that the claims of these creditors against Fisker should not be subordinated and junior to all other unsecured creditor claims. In a 21-page opinion, the court agreed. 

Jonathan L. Lewis has discussed antitrust-related issues in mergers and acquisitions with numerous prominent media outlets, including The New York Times, Forbes, Reuters, CNBC, Aviation Week Network, Business Insider, and Bloomberg.