On July 13, 2023, US District Judge Analisa Torres of the US District Court for the Southern District of New York ruled that Ripple Labs’ token, XRP, was a security when sold to institutional investors and not a security when...more
On November 1, 2021, the President’s Working Group on Financial Markets, the Federal Deposit Insurance Corporation (FDIC), and the Office of the Comptroller of the Currency (together, the “Agencies”) released a report on...more
On January 6, 2021, the Small Business Administration (SBA) issued two interim final rules related to Paycheck Protection Program (PPP) loans under the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. In...more
On December 27, 2020, President Trump signed into law the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act. Among other things, the act allocates additional funds to the Paycheck Protection Program,...more
The CARES Act established the Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA) as part of the broader SBA 7(a) loans program. One of the 7(a) loan servicing limitations is that lenders...more
Loan forgiveness is a key feature of the CARES Act's Paycheck Protection Program administered by the Small Business Administration. On June 16, the SBA and Department of Treasury released a revised loan forgiveness...more
As has been much discussed, loan forgiveness is a key feature of the CARES Act’s Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA), but there has been little clarity regarding the...more
Yesterday, the Small Business Administration (SBA) issued Payment Protection Program (PPP) FAQ 46 providing limited safe harbors related to the necessity certification, but did not issue more clarifying guidance as to what...more
A key aspect of the CARES Act relief package is the now-well-known Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA). ...more
Loan forgiveness is a key feature of the Paycheck Protection Program (PPP) administered by the Small Business Administration (SBA) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). If PPP loan...more
On April 24, 2020, an additional $310 billion was authorized under the Paycheck Protection Program (PPP), a key aspect of the CARES Act relief package. The program, administered by the Small Business Administration (SBA),...more
As has been well publicized, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) is a $2 trillion economic relief package enacted to help individuals and businesses in the United States weather the severe...more
3/30/2020
/ Business Interruption ,
CARES Act ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Economic Injury Disaster Loans ,
Federal Loans ,
Financial Stimulus ,
NAICS ,
Paycheck Protection Program (PPP) ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business ,
Tax Exempt Entities ,
Tax Relief
The President has signed a $2 trillion relief package, the "Coronavirus Aid, Relief, and Economic Security Act" (CARES Act). The CARES Act is intended to provide "emergency assistance and health care response for individuals,...more
3/29/2020
/ Affiliated-Business Arrangements ,
Business Interruption ,
CARES Act ,
Coronavirus/COVID-19 ,
Economic Injury Disaster Loans ,
Employee Retention ,
Executive Compensation ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business ,
Tax Relief
A way out of the ‘regulatory Catch-22’ for launching distributed networks?
In a February 6 speech at the International Blockchain Congress in Chicago, Securities and Exchange Commission Commissioner Hester Peirce...more
Over the last decade the use of R&W insurance in merger and acquisition transactions has grown exponentially. From 2008 to 2018, the total R&W policies bound per year in North America rose from 40 deals, providing $541...more
On July 10 and July 11, 2019, the US Securities and Exchange Commission (the SEC) qualified the Regulation A token offerings of Blockstack PBC and YouNow, Inc., nearly two years after the DAO Report and a year and half after...more
On April 3, the SEC Division of Corporation Finance released a No Action Letter and a suggested framework for applying the investment contract analysis to tokens and digital assets....more
On March 27, 2018, Massachusetts' top securities regulator – the Massachusetts Securities Division (the Division) – propelled itself to the forefront of the ongoing debate about whether "initial coin offerings" (ICOs) should...more
Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting...more
A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more
The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more
Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to...more
Section 262 of the DGCL provides a statutory remedy for stockholders who do not vote in favor of certain M&A transactions (generally cash mergers) to petition the corporation to buy their stock at a price equivalent to the...more
The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a...more
M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific...more