Legal News

Applying New York law, a New York state trial court granted an insurer’s motion for summary judgment where an insured sought coverage under a private company D&O policy for a settlement it had paid for fraudulent filings for state construction projects that were made after the policy’s run-off date.  WDF Inc. v. Zurich Am. Ins. Co., 2020 WL 5801072 (N.Y. Sup. Ct., N.Y. Cnty. Sept. 29, 2020)....By: Wiley Rein LLP

As the pace of SPAC IPOs continues to set records, evolution of the economic terms has accelerated. We have seen changes to the warrant and promote structure (including “tontine” warrants), call rights motivating cashless exercise of warrants, and warrants in lieu of promote shares. But the SPAC structure itself is also an area ripe for evolution.... Please see full Publication below for more information....By: Vinson & Elkins LLP

On October 2, 2020, the Small Business Administration (SBA) published guidance on when SBA consent must be obtained before a PPP borrower undergoes a change of ownership. It not only covers changes in controlling ownership interests and certain asset sales but also could apply to redemptions of existing minority owners by PPP borrowers, and to buyouts of minority owners by other existing owners. There is potential for significant delay and disruption of deal structures. The new guidance could......

On October 2, 2020, the U.S. Small Business Administration (SBA) released a Procedural Notice providing guidance addressed to Paycheck Protection Program (PPP) lenders and SBA employees as to the circumstances under which prior SBA approval is required before a borrower of a PPP loan undergoes a change of ownership......By: Sheppard Mullin Richter & Hampton LLP

Businesses contemplating mergers and/or acquisitions (M&A) during this worldwide pandemic have wrestled with the question of how to treat a target company that reveals an outstanding Paycheck Protection Program (PPP) loan on its books. The promissory note with the PPP lender may have a provision deeming the borrower to be in default if it changes ownership or business structure, or sells its assets, without the lender’s prior written consent......By: Husch Blackwell LLP

The SEC has sued “cybersecurity pioneer John McAfee” for “promoting the sale of cryptocurrencies without disclosing that he was being paid to do so.” McAfee allegedly recommended “at least seven initial coin offerings to his Twitter followers from at least November 2017 to February 2018 without revealing that he earned more than $23 million to boost them.” McAfee was arrested in Spain this week after fleeing Belize in 2012 “ahead of a murder investigation there”....By: Robins Kaplan LLP

The Paycheck Protection Program (the “PPP”) created under the CARES Act has provided much needed assistance to millions of businesses and other organizations operating in the United States that have been impacted by the COVID-19 pandemic. This program continues to evolve with the latest development addressing situations in which a PPP borrower is participating in a change of control, merger or an acquisition transaction....By: Dorsey & Whitney LLP

On Friday, October 2, 2020, the Small Business Administration (“SBA”) issued a Procedural Notice (the “Notice”) providing guidance on the notification and consent requirements for changes in ownership of borrowers of Paycheck Protection Program (“PPP”) loans. While the SBA’s Standard Operating Procedures for 7(a) loans requires lenders to obtain SBA consent before the lender approves a change in ownership of any PPP borrower, the details surrounding the SBA consent process and when it ap...

In a significant development for the mergers and acquisitions (“M&A”) community, the U.S. Small Business Administration (“SBA”) issued a “Procedural Notice” which affects the requirement for companies involved in the buying or selling of a company with a Paycheck Protection Program (“PPP”) loan – the requirement of the PPP Lender to obtain SBA “prior approval” for a change of ownership....By: Arnall Golden Gregory LLP

On March 27, President Trump signed the Coronavirus Aid, Relief and Economic Security Act (CARES Act) which established, among other things, the Paycheck Protection Program (PPP). Under the PPP, the SBA guaranteed loans (PPP Loans) made by SBA Lenders (PPP Lenders) to small and medium-sized businesses (typically, those with 500 or fewer employees). Businesses that obtained PPP Loans (PPP Borrowers) were required to make numerous certifications regarding eligibility to participate in the program,...