Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close:

Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.”

Authored by Mark A. Limardo, Michael R. Neidell and Zachary E. Freedman, Law Clerk Read More ›

PPP Loan Forgiveness Application Revised

On June 16, 2020, the Small Business Administration revised the loan forgiveness application for loans issued under Paycheck Protection Program and issued a new interim final rule, to reflect changes made by the Payroll Protection Program Flexibility Act of 2020.  This blog post outlines important changes in the new guidance. Read More ›

Main Street Loan Facilities (June 8th Update)

On June 8, 2020, the Federal Reserve released additional guidance on the Main Street Lending Program, completely replacing earlier set of FAQs (April 30, 2020 and May 27, 2020) with new FAQs and revised term sheets.  Read More ›

The Paycheck Protection Program Flexibility Act of 2020 (H.R. 7010)

On June 5, 2020 (the “Enactment Date”), the President signed the Paycheck Protection Program Flexibility Act of 2020 (the “Flex Act”), after the Senate approved the House bill without change. While the Flex Act makes welcome improvements to the Paycheck Protection Program (“PPP”), implementing administrative guidance remains necessary. On June 8, the SBA issued a press release clarifying a key Flex Act provision on loan forgiveness and outlining its initial regulatory priorities (the “Press Release”). Read More ›

Update On PPP Loans - Major Change to Employee Counting Rules and Due Date Extension

The Small Business Administration (“SBA”) issued important new guidance, changing the rules for counting employee towards the 500-employee limit and extending the due date for the repayment of Paycheck Protection Program (“PPP”) loans. This client alert explains the new guidelines and related considerations. Read More ›

Paycheck Protection Program Loans Capped at $20 Million per Single Corporate Group

In new guidance issued on April 30, 2020, the Small Business Administration (“SBA”) stated that businesses that are part of a “single corporate group” may not receive Paycheck Protection Program (”PPP”) loans exceeding $20 million in the aggregate for the “single corporate group.”  This cap is effective immediately with respect to any PPP loan that has not been fully disbursed by April 30, 2020. This client alert explains the new guidelines and related considerations. Read More ›

Paycheck Protection Program Update – SBA Adds New Restrictions on Access

On April 23, 2020, the Small Business Administration issued new guidance apparently intended to severely restrict access to Paycheck Protection Program (PPP) loans. Although apparently issued in response to large PPP loans made to several publicly traded companies, the new guidance is not limited to public companies and applies to all PPP loan applicants. This client alert explains the new guidelines and related considerations. Read More ›

"Main Street” Loan Facilities under the CARES Act

On April 9, 2020, the Federal Reserve announced the details of a new program established under the  CARES Act, the Main Street Lending Program, intended to assist small and medium-sized businesses impacted by the COVID-19 pandemic by making up to $600 billion in loans available for eligible borrowers. The program is designed for businesses with up to 10,000 employees or up to $2.5 billion in 2019 revenues. This client alert summarizes the terms of the loans available under this new program. Read More ›

Proposed Amendments to Delaware Law That Would Allow Corporations to Postpone Annual Meetings in Light of COVID-19 Pandemic May Undermine Stockholder Democracy

Certain factions within the Delaware State Bar Association are attempting to fast track legislation that would allow corporations incorporated in Delaware to postpone their annual meetings of stockholders in light of the COVID-19 public health threat.  While these groups’ actions appear well intentioned, we have significant concerns that the proposed amendment to the statute, as currently drafted, could be abused by corporations looking to postpone their annual meetings and avoid being held accountable to stockholders under the pretense that such a delay is required due to COVID-19.  The proposed amendment to the statute and our concerns therewith are discussed in this client alert.  Read More ›

SBA Loans Available under the CARES Act (Updated April 4, 2020)

The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) is a $2.2 trillion economic relief package enacted to provide financial assistance to U.S. individuals and businesses in response to the impact of the COVID-19 pandemic. Among the key features of the relief package are the creation of the Paycheck Protection Program (PPP), a $349 billion Small Business Administration (SBA) loan guarantee program, designed to help small businesses keep employees on the payroll and meet other necessary expenses, and the expansion of the types of borrowers eligible to apply for Emergency Injury Disaster Loans (EIDLs). This client alert discusses the loans available under the CARES including the Paycheck Protection Program, loan forgiveness available under the PPP, and the expansion of the EIDL program. Read More ›