Is My Intermediary A “Finder” Or “Broker”?

Companies seeking to raise capital from outside investors might turn to an intermediary to help them identify or connect with new investors. Before retaining an intermediary, however, it is imperative for the company to determine whether the intermediary is a finder or broker according to the United States Securities and Exchange Commission (the “SEC”). If …

Are you ready for the new reporting obligations under the Corporate Transparency Act?

On January 1, 2021, Congress overrode former President Trump’s veto of H.R. 6395, the National Defense Authorization Act of 2021 (the “NDAA”). Title LXIV of the NDAA enacts the Corporate Transparency Act (the “CTA”). The CTA, among other things, requires every business entity that meets the definition of a “reporting company” to make a filing with …

Preparing for Investment – How Organized are your Corporate Documents?

By: Jeremy Siegel Whether you’re approaching your first round (or third round) of venture capital fundraising, or you’re starting to think about a potential exit event or acquisition, approaching large-scale business transactions such as these can have you feeling apprehensive. You may be concerned about your valuation, how to structure the deal, and how to …

COVID-19 Alert: Covid-19 Relief Law Decoded: What Clients Need To Know Now

By: Matthew Mitchell, Joe Hunt, & Amanda Thibodeau On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”) passed into law. The CAA includes long-anticipated measures in response to the COVID-19 pandemic and resulting economic crisis. The CAA supplements and extend measures enacted earlier this year, including the Coronavirus Aid, Relief, and Economic Security Act (the …

COVID-19 Alert: Massachusetts Extends Administrative Tax Relief for Small Businesses

By: Joe Hunt On September 15, 2020, Massachusetts announced the extension of administrative tax relief measures for certain small businesses. Sales taxes, meals taxes, and room occupancy taxes originally due to the Commonwealth from March 2020 through April 2021 are deferred until May 2021. To qualify for the deferral, Massachusetts businesses must have collected less …

PPP Flexibility Act Passes; Fundamentally Changes Forgiveness Rules

By: Matthew Mitchell and Scott Bleier               On June 3, 2020, the Senate passed, by unanimous consent, the Payroll Protection Program Flexibility Act (the “Act”), which eases certain forgiveness requirements to the favor of PPP loan recipients.  Specifically: Forgiveness Period Extended: The Act extends the Forgiveness Period of the …

Senate Approves Deal to Expand PPP Small Business Loan Program

On April 21, the Senate approved $484 billion in new coronavirus aid, of which $310 billion will be used to replace the exhausted funds of the Paycheck Protection Program (“PPP”). The House of Representatives is expected to pass the bill within days, with PPP loan application processing expected to recommence as early as April 23, …

K-1 Distributions to LLC Members and Partnership Partners Constitute Payroll Costs for Purposes of PPP Loan Amount Calculation – Treasury Department Announces in Supplemental Interim Final Rule

By: Matthew L. Mitchell With the $350 billion fund allocated by Congress for the Paycheck Protection Program (“PPP”) exhausted, we are currently waiting to see if and when the PPP funding is extended. Amid these reports, the U.S. Treasury Department issued a second, supplemental Interim Final Rule (the “Second Rule”) that provides further guidance on …

Practical Strategies For Venture And Private Equity Backed Businesses Considering PPP Loans

By: Jonathan D. Gworek and Matthew L. Mitchell With the issuance of the U.S. Treasury Departments “Interim Final Rules” and related Guideline within the Paycheck Protection Program’s (“PPP”) “Affiliation rules”, there have been concerns that the Affiliation Rules may deem the portfolio companies of venture capital and private equity firms as affiliates of the fund …

Federal Reserve Bank Unveils $2.3 Trillion Plan to Bolster Economy

By: Matthew L. Mitchell On April 9, the Federal Reserve announced an expansive relief strategy to aid small and mid-sized businesses and municipalities with plans to develop $2.3 trillion in economy-boosting programs. Within this plan, the Fed also announced an intent to fund new and expanded “Main Street Lending Facilities”, a program designed to provide …