Insurance rights for transferred assets or liabilities frequently are handled in one of two ways in a corporate transaction: either they are not mentioned at all, or the parties purport to transfer them without insurer consent. This is largely because insurer consent would be impractical, if not impossible, to obtain—even if one assumes it would ever be given. In either case, the rights to insurance may or may not transfer under the law governing the transaction.

The oil price plunge starting on March 6 seems like a sucker-punch to the oil and gas industry after the price decreases and market unrest as a result of COVID-19. However, for those with capital to spend, including international players, it will lead to opportunities to acquire assets and distressed companies (including acquisitions of asset packages, acquisitions of companies, and take-private transactions). U.S. Bankruptcy law can be daunting for many foreign investors; however, the bankruptcy process can provide real advantages.

The Coronavirus pandemic, while primarily a public health issue, is creating numerous legal concerns. We have identified some of the key issues and developments below. In addition, we have formed a task force comprised of partners and senior lawyers from across all practice groups and offices to track developments and provide timely guidance to clients on Coronavirus-related issues.

M&A

In a recent decision, the Chief Judge of the District Court for the Southern District of New York reversed a decision of the bankruptcy court in the Sears bankruptcy case that was prejudicial to the interests of shopping center landlords whose tenants become chapter 11 debtors.

• Companies facing bankruptcy can still make smart moves
• Creditors should consider asserting liens before it’s too late
• Legal fees may be covered for some unsecured creditors

Oil prices took an historic nosedive Monday as Saudi Arabia and Russia announced plans that would flood a market already crippled by the coronavirus. How long this price war will continue is unclear but Brent and US crude have already lost half their value this year.

The widespread reach of the coronavirus (“Covid-19”) outbreak has unfavorably impacted numerous industries all over the world and sent shock waves across the global financial markets. As the outbreak has spread globally, a growing list of some of the world’s biggest companies have started to warn markets about the adverse impact the Covid-19 outbreak will have on their results and financial condition.

On February 25, 2020, in Rodriguez v. Federal Deposit Insurance Corporation, No. 18-1269 (U.S. 2020), the U.S. Supreme Court effectively ruled that the so-called “Bob Richards rule” should not be used to determine which member of a group of corporations filing a consolidated federal income tax return is entitled to a federal income tax refund.

On February 25, 2020, the United States Supreme Court in Rodriguez v. Federal Deposit Insurance Corporation^[1] struck down a judicial federal common law rule—known as the Bob Richards rule—that is used by courts to allocate tax refunds among members of a corporate affiliated group where the group does not have a written tax sharing agreement in place, or, at least in some federal Circuits, where an agreement fails to allocate the refunds unambiguously.

On Feb. 25, The U.S. Supreme Court issued its decision in Rodriguez v. Federal Deposit Insurance Corp.,[1] a case involving a dispute between (1) the trustee in bankruptcy of a defunct bank holding company, and (2) the FDIC, as receiver for the bank holding company’s failed bank subsidiary, over the ownership of a federal income tax refund that was payable by the U.S. Department of the Treasury to the bank holding company as the parent of a consolidated tax filing group.

A bankruptcy court’s preliminary injunction was “not a final and immediately appealable order,” held the U.S. District Court for the District of Delaware on Dec. 10, 2019. In re Alcor Energy, LLC, 2019 WL 6716420, 4 (D. Del. Dec. 10, 2019). The court declined to “exercise [its] discretion” under 28 U.S.C. §158(a)(3) to hear the interlocutory appeal. Id., citing 16 Wright & Miller, Federal Practice and Procedure, §3926.1 (3d ed. 2017) (“There is no provision for appeal as of right from an injunction order of a bankruptcy judge to the district court.”).