BW INSIGHTS

Material Adverse Effect Clauses and COVID-19

By BrownWinick | 03.29.2020

Material Adverse Effect (“MAE”) clauses are frequently found in merger and acquisition (“M&A”) agreements. Most typically, MAE clauses are incorporated as a closing condition that permits a buyer to terminate the agreement if the seller has had an MAE between the signing of the agreement and the closing of the transaction. In general, the... Read More

Shareholder Meetings Amidst COVID-19

By Ellen Hames | 03.27.2020

UPDATE: On March 31, 2020, Iowa Governor Kim Reynolds issued a proclamation allowing physical meetings of shareholders, policyholders, members, etc. to be held by means of remote communication to the extent that the attendees are provided a reasonable opportunity to participate, communicate, read or hear the proceedings, and vote on matters... Read More

Discussing Layoffs or Other Cost-Saving Measures? Hit the Pause Button.

By BrownWinick | 03.26.2020

As the COVID-19 pandemic continues to evolve, employers everywhere are being forced to consider layoffs, furloughs, and other alternatives. However, if your business finds itself in a similar situation, you might consider hitting the pause button. Late Wednesday evening, the Senate passed the Coronavirus Aid, Relief, and Economic Security (CARES)... Read More

COVID-19 Will Spawn a Slew of New Patent Filings

By David Breiner | 03.26.2020

Currently, we are inundated with information about COVID-19, which is short for coronavirus disease 2019. Coronaviruses are relatively large spherical viruses having projections extending from their outer surface. Once attached to a host cell, the host cell cleaves, allowing the genetic material of the virus to enter the host cell. Once inside,... Read More

Biennial Report Deadline Extended

By BrownWinick | 03.26.2020

All entities organized under Iowa law or registered to do business in Iowa are required to file biennial reports with the Iowa Secretary of State. These reports are typically due by April 1 of the year in which they are due. Corporations file biennial reports in even-numbered years, while LLCs, partnerships, and non-profits file in odd-numbered... Read More

Granting of Waivers by The United States Patent and Trademark Office for Abandoned or Canceled Patent and Trademark Applications

By David Breiner | 03.26.2020

The United States Patent and Trademark Office (USPTO) considers the effects of the Coronavirus outbreak to be an “extraordinary situation.” As such, the USPTO has taken steps to reduce certain costs associated with reviving cancelled or abandoned patent and trademark applications. Filing responses and paying fees associated with patent... Read More

COVID-19 Prompts Changes to Iowa Certificate of Need Requirements

By Drew Larson | 03.26.2020

On March 17, 2020, Governor Reynolds issued a moratorium of the Iowa Certificate of Need (“CON”) requirements for institutional health care facilities. Included within the definition of institutional health care facilities are hospitals and nursing facilities. Pursuant to the Governor’s proclamation, institutional health care facilities would not... Read More

Determining Whether Your Business Qualifies as Essential

By Brennan Block | 03.26.2020

More and more state and local governments are issuing “stay at home” orders that require all non-essential businesses to cease operations and send employees home. We’ve received many client questions regarding the ramifications of these orders, the definition of an “essential business,” and the registration requirements for essential businesses.... Read More

DOL Updates Effective Date and Issues Model Notice Posters

By BrownWinick | 03.25.2020

As noted in our last post, the Department of Labor announced the effective date of the new federal leave laws is April 1, and not April 2. In related news, today, the Department of Labor has issued its model notice posters for Emergency Paid Sick Leave and Expanded FMLA Leave under the FFCRA. The notice for private employers can be found here:... Read More

Slashing Costs? Don’t Let The Abandonment Of Your IP Portfolio Be “A Permanent Reminder Of A Temporary Feeling.”

By Christopher Proskey | 03.25.2020

Economic crisis, Jimmy Buffett and IP portfolios, here we go. I’ve spent the last two weeks talking with clients, colleagues and friends all over the world trying to wrap my head around the current situation we’re in as a result of the COVID-19 pandemic. These conversations have confirmed the entire world is doing what we’re doing – staying home... Read More