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Overview of Equity Incentive Compensation for Startups and Early Stage Companies

Hiring and keeping talented employees is a challenge for many businesses, but in particular for startups and early-stage companies that are more limited in the amount of cash flow they can commit to competitive salaries. One way to bridge this gap is with equity incentive compensation. Broadly speaking, equity incentive compensation refers to the grant by a company to its key employees and service providers of an Read More

Timeless and Timely M&A Due Diligence Considerations

Due diligence is an important and expected part of any merger or acquisition (M&A) transaction. The due diligence process gives the buyer the opportunity to identify any operational or legal risks that may exist with the seller or its business prior to entering into a purchase agreement and closing the transaction. Further, any specific issues (that do not arise to the level of terminating the transaction) Read More

Recent Changes to State and Federal Tax Filing and Payment Deadlines

In response to the COVID-19 situation, certain tax filing and payment deadlines at both the State and Federal levels have been changed for the 2019 tax year. At the Federal level, the Treasury Department and the IRS extended the 2019 income tax filing and payment deadlines for all taxpayers who file and pay their Federal income taxes on April 15, 2020 to July 15, 2020, including estimated tax payments for tax year Read More

COVID-19 and Material Adverse Change (MAC) Clauses in M&A Deals

What is a MAC Clause? A ‘material adverse change’ clause (a ‘MAC’ clause or sometimes called a ‘material adverse effect’ or ‘MAE’ clause) is a risk allocation provision which commonly appears in merger, stock or asset purchase agreements as part of an M&A transaction. The two primary functions of a MAC clause are to (1) provide the buyer with a costless cancellation right if during the period that occurs after Read More

Requirements for Expanded SBA 7(a) Loan Program Under the CARES Act (Paycheck Protection Program)

Many of our clients are wondering whether they are eligible for the expanded loan assistance under the recently passed Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The CARES Act expands the SBA’s 7(a) loan program, which is its primary small business loan program, by authorizing $349 billion for loans to small businesses impacted by the current economic conditions arising from Read More

Small Business Guidance on the SBA Economic Injury Disaster Loan Program

What It Is As part of the recently enacted Coronavirus Preparedness and Response Supplemental Appropriations Act, the SBA, through the Economic Injury Disaster Loan program, is offering low-interest disaster recovery loans to small businesses (within the meaning of SBA rules) that have been severely affected by the COVID-19 pandemic. Eligible applicants may qualify for working capital loans up to $2 million Read More

COVID-19 Guidance for Employers

COVID-19 GUIDANCE FOR EMPLOYERS 1. Can employers send or keep a sick employee home? Yes, employers can send or keep a sick employee at home. Employers should be cautious as to not discriminate against any specific group, but base decisions on a good faith belief and probable cause to determine if an individual is sick, including an employee’s own disclosure or reasonable observation. Inaction by not sending sick Read More

Profits Interests Explained

What is a Profits Interest? Profits interests are the most well-known and commonly used form of equity compensation used by partnerships and limited liability companies that are taxed as partnerships to incentivize key service providers to remain invested in the success of the company. Profits interests are granted to service providers or key employees in exchange for their contribution of services to the Read More

SCHNABEL ENGINEERING ACQUIRES DEERE & AULT CONSULTANTS, INC.

Congratulations to our clients at Deere & Ault Consultants, Inc. (D&A), a water resources, civil and geotechnical engineering firm with locations in Longmont, CO and Boise, ID. D&A was acquired by Schnabel Engineering, Inc., one of the largest engineering and design firms in the U.S. Linden Law Partners represented D&A and its shareholders on all aspects of the transaction. LEARN MORE Read More

PAT LINDEN NAMED 2020 COLORADO SUPER LAWYER FOR MERGERS & ACQUISITIONS

We are pleased to announce that Pat Linden has been named a 2020 Colorado Super Lawyer for Mergers & Acquisitions (M&A). Super Lawyers are selected annually by the legal journal Law & Politics based on 12 indicators of peer recognition and professional achievement. They represent the top 2.5 percent of attorneys in each state. The selections are drawn from peer nominations and evaluations and third-party Read More