Congress Passes Bill Amending PPP Loan Forgiveness Requirements

Congress recently passed and the President is expected to sign into law the “Paycheck Protection Program Flexibility Act of 2020”, which amends certain requirements of the Paycheck Protection Program (“PPP”) passed under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The new law is primarily intended to make it easier for PPP loan recipients to achieve loan forgiveness under the program. Read More

Dissolution Considerations for Co-Founders of Startups

The Importance of Mandatory Dissolution Provisions in Agreements Among Co-Owners When co-founders of a startup are forming their entity and putting their founder agreements together, one issue that is often overlooked concerns the resolution of deadlocks or dissolving the business if the co-founders are unable to co-exist. By the time many founders figure out the importance of this issue, the honeymoon phase of Read More

Important Updates Regarding the SBA Paycheck Protection Program

The SBA has provided recent updated guidance with respect to its Paycheck Protection Program (“PPP”). SBA Review of Individual PPP Loan Files As of its guidance published on May 13, 2020, the SBA has clarified that it will be reviewing all loans in excess of $2 million, in addition to other loans as appropriate, following the lender’s submission of the borrower’s loan forgiveness application. (See Question 39 Read More

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