KMK Law Corporate & Securities Blog

M&A practitioners must take into account the events surrounding the Russian invasion of Ukraine and the accompanying international unrest when contemplating a proposed transaction.  These events will impact M&A transactions both in the short term and the long term.  With the situation unfolding and changing day to day, potential buyers and sellers should consult counsel on how the Russia and Ukraine escalation will affect their business today, and how it may affect their business operations going forward.  Below is a summary of topics to consider.

The United States and the rest of the world are ramping up severe economic sanctions and export controls in response to the Russian invasion of Ukraine. This is an evolving situation, and it is important to monitor the evolving sanctions to ensure compliance with United States and global sanctions, as well as to understand the updated export controls.  The imposed sanctions consist of two parts: (i) extreme financial sanctions ranging from specific individuals to Russian financial institutions, and (ii) export controls designed to deny Russia from importing advanced technologies in the Russian defense, aviation and maritime sectors.

On May 20, 2020, the State of Ohio Department of Health (ODH) issued an urgent health advisory (the “Advisory”), named “Ohioans Protecting Ohioans”, in which all individuals currently living within the State of Ohio are recommended to continue to stay at home or at their place of residence to lower the rate of spread of COVID-19. A copy of the Advisory can be found here. Based on Governor DeWine’s press conference on May 19, 2020, the Advisory was meant to replace the “Stay Safe Ohio” Order (the “Order”) that was issued by the Ohio Department of Health on April 30, 2020 ...

Today, the Governor of Indiana issued a Stay at Home Order applicable to all Indiana residents and all business activities in the State of Indiana. The definition of Essential Business and Operations are substantially similar to those provided for in the Illinois and Ohio orders. The other restrictions on Indiana residents and businesses are also substantially similar. The Executive Order becomes effective at 11:59 p.m. on March 24, 2020 and remains in full force and effectual until 11:59 PM on April 6, 2020. A copy of the Order can be found here.

In today’s M&A transactions, cybersecurity deficiencies in a target company pose potentially significant financial and regulatory risks to the acquiring company. For this reason, new measures must be implemented in M&A transactions to protect both companies from today’s emerging cybersecurity epidemic.