2015 Acquiring or Selling the Privately Held Company Seminar
Schiff Hardin LLP
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Northwestern University Pritzker School of Law
University of Richmond School of Law
World Commerce & Contracting
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Schiff Hardin’s Bill Franzen had worked with Meg Sahs for years, advising her on estate and tax planning matters. Then Meg reached out to Bill for help on a new type of project: she was launching a new restaurant with business partner and celebrity chef Sarah Grueneberg.
Schiff Hardin was the 12th most active investor counsel in Q3. The firm was also the 11th most active placement agent counsel.
Schiff Hardin is pleased to have been counsel to E&M Ice Cream in a transaction that was recently awarded the “U.S.A. ESOP Deal of the Year” at the 2016 Americas M&A Atlas Awards by Global M&A Network.
The all-stock deal is valued at $1.5 billion, including debt, and is expected to close by mid-2017. Schiff Hardin has been counseling Consolidated on corporate matters for more than 30 years.
Schiff Hardin LLP is pleased to announce that three practice groups and eight attorneys have been recognized in the 2016 edition of the Legal 500.
Schiff Hardin is representing First Mid-Illinois Bancshares, a financial holding company, in its acquisition of First BancTrust Corporation.
Schiff Hardin LLP advised H. D. Smith, the largest privately held wholesaler in the United States, in its acquisition by AmerisourceBergen for $815 million.
Schiff Hardin LLP served as legal counsel to Altaris Capital Partners in connection with an Altaris affiliate’s acquisition of Analogic Corporation for approximately $1.1 billion.
Transactional Tax Practice Adds Depth to Firm’s M&A, Private Equity, and Finance Capabilities
In the last 60 days, Schiff Hardin advised on the initial public offerings (IPO) for two companies and a public offering for another company, two in pharmaceuticals and one in the tech sector.
Schiff Hardin advised The Benchmark Company as managing underwriter in Biofrontera AG’s initial public offering of 1.2 million American depositary shares (ADSs), raising $12 million, and the Nasdaq listing of Biofrontera’s ADSs.
Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the successful completion of its acquisition of Chicago Shore Corporation, the parent company of Delaware Place Bank.
Schiff Hardin LLP has been singled out by corporate counsel as one of only 28 percent of law firms clients view as a BTI “Innovation Builder,” which recognizes firms that bring change to the legal market through new technology, services, strategies, or structures.
Schiff Hardin LLP is proud to announce that the firm has been named a 2018 “Illinois Powerhouse” by Law360 in recognition of its significant and precedent-setting work over the last year.
Schiff is representing Central Steel & Wire Company, a leading metal service center with a strong reputation as a valued supply chain partner.
Schiff Hardin is representing First Mid-Illinois Bancshares, Inc. in the pending acquisition of all of the outstanding stock of SCB Bancorp, Inc.
Schiff Hardin LLP represented Pillars in its merger with Community Nurse Health Center, effective January 1, 2018.
Schiff represented veteran wealth adviser Gary Hirschberg, who spent the last 12 years at Goldman Sachs advising multi-generational families on taxation issues and philanthropy, in the launch of a new independent wealth management firm called Aaron Wealth Advisors.
Schiff Hardin LLP is pleased to announce that three of its practice groups have been recognized for the third consecutive year by The Legal 500 United States 2018 guide, a nationwide analysis of law firms with input from more than 300,000 corporate counsel on which firms provide the most cutting-edge and innovative advice.
Former Debevoise Partner Brings M&A and Project Finance Experience to Complement Schiff Hardin’s Energy Industry Team
Schiff Hardin LLP advised Soliton, Inc., a pre-revenue stage medical device company, in its initial public offering of two million shares of common stock, raising $10.4 million.
Schiff Hardin LLP represented Chugoku Electric Power Company, Inc. (Chugoku) in its 10 percent membership interest acquisition in South Field Energy Partners LLC (South Field Energy), a subsidiary of Advanced Power.
Schiff Hardin LLP advised I-Bankers Securities, Inc. as managing underwriter in GreenVision Acquisition Corp.’s initial public offering of 5 million shares, raising $50 million with an over-allotment option of $7.5 million.
Schiff Hardin LLP advised I-Bankers Securities, Inc. as managing underwriter in Proficient Alpha Acquisition Corp.’s initial public offering of 10 million shares, raising $100 million with an over-allotment option of $15 million.
Schiff Hardin LLP represented Snap-on Incorporated (NYSE:SNA), a manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions, in its acquisition of Power Hawk Technologies for approximately $8 million.
Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the signing of a definitive agreement to acquire STC Bancshares Corp., the parent company of STC Capital Bank, which operates five banking offices located in the communities of St. Charles, Geneva, and South Elgin, Ill.
Schiff Hardin LLP advised Wintrust Financial Corporation (Nasdaq: WTFC) on the recent completion of three bank and financial institution acquisitions.
Schiff Hardin LLP has been recognized on Forbes’ inaugural list of America’s Top Corporate Law Firms in 2019, and received a “most recommended for” designation in Corporate Governance law. Schiff was among 243 most-recommended corporate law firms on the list.
Schiff Hardin LLP announced today that the firm has received 45 top-tier rankings and national recognition for its premier practices in the 2020 edition of U.S. News – Best Lawyers® “Best Law Firms.”
Schiff Hardin LLP represented Newell Brands, a leading global consumer goods company, in the sale of its Rexair business to investment funds affiliated with Rhône Capital, a global private equity firm.
Schiff Hardin LLP is pleased to announce that three of the firm’s practice groups have been recognized for the fourth year in a row in The Legal 500 United States 2019 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.
Schiff Hardin LLP is pleased to announce that 59 attorneys have been listed in the 2021 edition of The Best Lawyers in America, with six attorneys also being named a “Lawyer of the Year” in their respective areas of practice and location.
Schiff Hardin LLP is serving as legal counsel to First Mid Bancshares, Inc. in its pending acquisition of LINCO Bancshares, Inc. for an aggregate purchase price of approximately $144.9 million.
Schiff Hardin advised Snap-on Incorporated, a leading global innovator and manufacturer, in a $36 million cash offer deal to acquire AutoCrib, Inc.
Schiff Hardin LLP acted as counsel to the placement agent in connection with CBAK Energy Technology, Inc.’s registered direct offering of approximately $49.2 million of common stock at a price of $5.18 per share.
Schiff Hardin LLP has received 46 top-tier rankings in the 2021 edition of U.S. News – Best Lawyers® “Best Law Firms,” nationally recognizing the firm’s premier practices.
Schiff Elects Three Attorneys to Partnership
Schiff Hardin advised Good Works Acquisition Corp. in connection with its initial public offering of 15 million units of securities at $10 per unit.
Schiff Hardin LLP represented Altaris Capital Partners LLC, a private investment firm focused on the healthcare industry, in its $650 million acquisition of substantially all of Kindeva Drug Delivery from 3M Company.
Schiff Hardin LLP is representing an affiliate of Altaris Capital Partners LLC, a private investment firm focused on the healthcare industry, in its approximately $650 million pending acquisition of substantially all of 3M Company’s drug delivery business.
Schiff Hardin LLP served as Issuer’s Counsel in Breeze Holdings Acquisition Corp.’s initial public offering of 10 million units of securities at $10 per unit.
Schiff Hardin LLP is advising Consolidated Communications Holdings, Inc., a leading broadband and business communications provider, in a proposed $425 million investment agreement with an affiliate of Searchlight Capital Partners, L.P.
Schiff Hardin advised I-Bankers Securities, Inc. as underwriter in East Stone Acquisition Corp.’s initial public offering of 12 million Units of its securities.
Schiff Hardin LLP represented Paramit Corporation, a designer and manufacturer of electronic based medical devices and life science instruments, in its acquisition of Emphysys, Inc., a leading technology development firm specializing in complex systems and products for the medical device, life sciences, and industrial equipment industries.
Schiff Hardin LLP counseled GBS, Inc.’s initial public offering of 1,270,589 units of securities at $17.00 per unit.
Schiff Hardin LLP is pleased to announce that four of the firm’s practice groups have been recognized in The Legal 500 United States 2020 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.
Schiff Hardin LLP today announced the addition of two partners in its New York and San Francisco offices, who together will significantly expand the firm’s international practice.
Schiff Hardin LLP announced today its launch of a Coronavirus Task Force to address the significant business, legal, and economic challenges facing companies as a result of the coronavirus (COVID-19) pandemic.
Schiff Hardin Partner Sarah A.W. Fitts has once again been recognized in the Chambers Global 2020 guide, which recognizes top lawyers and law firms in more than 200 jurisdictions across the world. Fitts earned her seventh consecutive ranking.
Recently a purported shareholder of certain special purpose acquisition companies (SPACs) initiated derivative lawsuits asserting that the SPACs are investment companies under the Investment Company Act of 1940, because proceeds from their initial public offerings are invested in short-term treasuries and qualifying money market funds.
Schiff Hardin LLP advised Dawson James Securities, Inc. as underwriter in GT Biopharma, Inc.’s Nasdaq up-listing offering of 4.3 million units.
Schiff Hardin LLP represented Altaris Capital Partners, LLC, a private investment firm focused on the healthcare industry, in its agreement to acquire Perrigo Company plc’s prescription pharmaceuticals business (Rx) for $1.55 billion.
Schiff Hardin LLP represented Altaris Capital Partners, LLC, a private investment firm focused on the healthcare industry, in the majority recapitalization of Minnetronix Medical, Inc., a leading medical technology and operations partner to global medical device companies.
Schiff Hardin LLP advised Cresset Asset Management, LLC in its merger with Berman Capital Advisors, LLC, creating a $19.8 billion multi-family office serving clients from 11 offices across the country.
Schiff Hardin LLP advised Esports Technologies, Inc. in its initial public offering.
Schiff Hardin LLP is advising First Mid Bancshares, Inc. on two separate recently announced transactions.
Schiff Hardin represented Houston Wire & Cable Company (HWCC) in its agreement to be acquired by OmniCable, LLC for $91 million. HWCC is one of the largest distributors of wire, cable, and fastener products in the U.S. The transaction is expected to close in the second quarter of 2021.
Schiff Hardin advised Isleworth Healthcare Acquisition Corp. in connection with its initial public offering of 20,700,000 units at a price to the public of $10.00 per unit.
Schiff Hardin LLP is representing The Leaders Bank in its announced merger with Providence Bank & Trust.
Schiff Hardin LLP advised Moleculin Biotech, Inc. in connection with its public offering of 16,414,736 shares of common stock for gross proceeds of approximately $78 million.
Schiff Hardin LLP advised Maxim Group, LLC on Blue Safari Group Acquisition Corp.’s $50 million initial public offering of 5 million units at $10 per unit.
Altaris Capital Partners, LLC has announced that it has entered into an agreement to sell Paramit Corporation to The Tecan Group for $1 billion.
Schiff Hardin LLP acted as counsel to the placement agent in connection with Canaan Inc.’s $170 million registered direct offering of its American Depositary Shares.
Schiff Hardin LLP acted as counsel to the placement agent in connection with CBAK Energy Technology, Inc.’s $70 million registered direct offering priced at-the-market under applicable Nasdaq rules.
Schiff Hardin LLP acted as counsel to the placement agent in MingZhu Logistics Holdings Limited’s registered direct offering of an aggregate of more than 3.3 million units of its securities at a price of $6 per unit for aggregate gross proceeds of $20 million.
Schiff Hardin LLP acted as counsel to the placement agent in connection with Senmiao Technology Limited’s registered direct offering of approximately $6.5 million of its common stock.
Schiff Hardin LLP counseled the placement agent in China Natural Resources, Inc.’s registered direct offering of approximately $7.3 million of common shares at a price of $1.85 per share on January 22, 2021.
Schiff Hardin LLP counseled the underwriter for Moving iMage Technologies Inc.’s $14.5 million initial public offering.
Schiff Hardin LLP acted as underwriter’s counsel for Unicycive Therapeutics’ $25 million initial public offering.
Schiff Hardin represented Washington Savings Bank on its acquisition of The First National Bank of Mattoon.
Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on its purchase of a $570 million loan portfolio from The Allstate Corporation (NYSE:ALL) and becoming the preferred national lender to Allstate agents.
Schiff Hardin LLP advised the placement agents for Biofrontera Inc.’s $15 million private placement with a single institutional investor for the purchase of 2,857,143 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to an aggregate of 2,857,143 shares of common stock.
Schiff Hardin LLP represented the underwriters in Biofrontera Inc.’s $18 million initial public offering of 3,600,000 units.
Schiff Hardin LLP acted as counsel to Datasea Inc. in its registered direct offering with certain institutional investors of 2,436,904 shares of its common stock at a purchase price of $3.48 per share for the gross proceeds of approximately $8.48 million.
In September 2021, Schiff Hardin LLP advised the new owners in the management buyout of the Beer Shop in downtown Oak Park, Ill.
Schiff Hardin LLP guided SportsMap Tech Acquisition Corp., a Houston-based special purpose acquisition company focused on transactions in the sports tech space, in its $115 million initial public offering.
Schiff Hardin LLP is pleased to announce that 51 attorneys have been listed in The Best Lawyers in America 2022.
Schiff Hardin LLP has received 39 top-tier rankings in the 2022 edition of U.S. News – Best Lawyers® “Best Law Firms,” nationally recognizing the firm’s premier practices.
Schiff advised Altaris Capital Partners, LLC on its acquisition of Padagis LLC, formerly the generic prescription pharmaceuticals business of Perrigo Company plc, for $1.55 billion.
Schiff Hardin LLP advised Antelope Enterprise Holdings, Ltd. on a registered direct offering of securities with gross proceeds of approximately $3.18 million.
Schiff has advised BK Medical in entering into an agreement to be sold to GE Healthcare for $1.45 billion.
Schiff Hardin advised CNS Pharmaceuticals, Inc. in connection with its public offering of 5,750,000 shares of common stock and 2,875,000 warrants to purchase common stock for gross proceeds of $11.5 million.
Schiff Hardin LLP acted as counsel to Good Works II Acquisition Corp. in its initial public offering of 23,000,000 units, which included the full exercise of the underwriters’ over-allotment option, at a price to the public of $10 per unit.
Schiff Hardin LLP acted as counsel to the placement agent in ZW Data Action Technologies, Inc.’s registered direct offering of more than 5.2 million shares of common stock at $3.59 per share and the concurrent private placement to the same investors of warrants to purchase up to 2,606,000 shares of common stock at an exercise price of $3.59 per share.
Schiff Hardin LLP advised Orbsat Corp, a global provider of communication solutions for connectivity to the world through next-generation satellite technology, on its public offering of 2.8 million units at a price to the public of $5 per unit.
Schiff Hardin LLP advised the placement agent in connection with Blue Hat Interactive Entertainment Technology’s registered direct offering with two institutional investors, for the purchase and sale of more than 6 million of its ordinary shares at a price of $0.90 per share, resulting in total gross proceeds of approximately $5.66 million.
Schiff Hardin LLP acted as counsel to the placement agent in Senmiao Technology Limited’s registered direct offering of more than five million shares of common stock at $1.38 per share for aggregate gross proceeds of $7 million.
Schiff Hardin LLP acted as counsel to the placement agent in WiMi Hologram Cloud, Inc.’s registered direct offering of more than 11.1 million units at a purchase price of $7.50 per unit for a total offering size of approximately $83.8 million.
Schiff represented Snap-on Incorporated in its approximately $200 million cash purchase of Dealer-FX Group, Inc., a leading developer, marketer, and provider of service operations software solutions for automotive original equipment manufacturer (OEM) customers and their dealers.
Schiff Hardin LLP advised Maxim Group, LLC as underwriter in Model Performance Acquisition Corp.’s Nasdaq initial public offering of 5 million units at $10 per unit.
Schiff Hardin represented Altaris Capital Partners, LLC in the sale of Senior Helpers, an owner and franchisor of professional home care services designed to allow elderly individuals to stay in their homes as long as possible.
Schiff Hardin LLP served as underwriter’s counsel for Deep Medicine Acquisition Corp.’s upsized initial public offering raising gross proceeds of $126.5 million.
Schiff Hardin LLP represented Good Works Acquisition Corp. in its de-SPACing business combination with Cipher Mining Technologies Inc.
Schiff Hardin served as deal counsel to Deringer-Ney in its acquisition of the business and assets of Hoyt Corporation, which was completed on April 30, 2021.
Schiff Hardin LLP served as counsel to the placement agent in Blue Hat Interactive Entertainment Technology’s registered direct offering of over seven million shares at a price of $1.06 per share, resulting in total gross proceeds of $7.59 million.
Schiff Hardin represented its long-standing client Tuthill Corporation, in the sale of its Tuthill Vacuum and Blower Systems division to Ingersoll Rand Inc. for $184 million dollars, completed January 31, 2021.
ArentFox Schiff will form a top national law firm offering industry-focused transactional, regulatory, and litigation counseling.
Schiff Hardin LLP announced today the expansion of its Finance practice with the addition of Alexis Schostak, who joins as a partner in the firm’s Ann Arbor office.
Schiff Hardin today announced the expansion of its Corporate and Transactional Practice Group with the addition of counsel Andrew Banks in New York and associates Darcy Lee and Cody Boender in Chicago.
Schiff Hardin LLP advised Nova Lifestyle, Inc. in its $3.1 million registered direct offering and concurrent private placement. Nova LifeStyle is a well-established, innovative designer and distributor of modern lifestyle furniture.
Schiff Hardin LLP acted as counsel to the placement agent in Dogness (International) Corporation’s $3.96 million registered direct offering.
Schiff Hardin LLP acted as counsel to the placement agent in Dogness (International) Corporation’s $7.4 million offering.
Schiff Hardin LLP is pleased to announce that four of the firm’s practice groups have been recognized in The Legal 500 United States 2021 guide, which provides a nationwide analysis of law firms that provide cutting-edge and innovative advice.
On July 1, 2015, the Securities and Exchange Commission (SEC) issued a proposed rule that implements the clawback provisions of the Dodd-Frank Act.
The State of Alabama is now enforcing a regulation that directly challenges a cornerstone of state sales tax law and policy.
On October 5, the CFPB released its final rule to amend Regulations E and Z which extended the scope of its coverage – it applies to prepaid cards bought at your local convenience store as well as prepaid accounts that are used entirely online, such as digital wallet accounts.
Releases like the August 30, 2016 “Joint Fact Sheet on Foreign Correspondent Banking: Approach to BSA/AML and OFAC Sanctions Supervision and Enforcement” summarizing expectations and existing obligations in the area of correspondent banking tend to follow observations of non-compliance in the subject matter summarized.
Earlier this month, the Supreme Court declined to hear an appeal challenging Colorado’s use tax notification statute. This decision could inspire other states to impose similar notification requirements on out-of-state vendors.
In June 2016, several federal agencies published a proposed rule on incentive-based compensation arrangements, which implements an important section of the Dodd-Frank Act.
Heads-up, Illinois early-stage companies and investors: time is running out to take advantage of the Illinois Angel Investment Credit Program, which is scheduled to expire on December 31, 2016.
As of April 1, 2016, the Illinois Department of Revenue adopted regulations that clarify when a seller must collect sales tax on shipping and delivery charges.
With the 2016 proxy season getting started, we would like to remind clients that Institutional Shareholder Services (ISS) and Glass Lewis have each made some revisions to their 2016 voting policies. If your proxy statement involves any of the following topics, you should review these updates.
Investment advisers to Small Business Investment Companies (SBICs) received an early holiday gift when President Obama signed the SBIC Advisers Relief Act of 2015 (the “Relief Act”) into law last December.
Over the last few years, financial technology, commonly referred to as FinTech, has been used to describe a multitude of firms, activities, and capabilities for financial services.
The SBIC has posted Version 3.0 of its Model Debenture SBIC Limited Partnership Agreement.
Schiff Hardin advised Wintrust Financial Corporation (Nasdaq: WTFC) on the successful completion of its $30 million acquisition of First Community Financial Corporation, the parent company of First Community Bank, an Illinois state-chartered bank.
The SEC has settled an enforcement action with a public company, finding that severance agreements containing a confidentiality provision and a waiver of the right to claim a whistleblower award violate the SEC rule which prohibits impeding whistleblower communications to the SEC.
In this article, we explain what constitutes a qualified appraisal and identify some pitfalls to avoid.
FinCEN’s New Rules on Customer Due Diligence are not only significant in substance and scope, but will also require a substantial investment in time and money as covered financial institutions prepare to implement the new (fifth) pillar for an AML program in time for required compliance on May 11, 2018.
Trade secrets now enjoy the same type of federal protection afforded other forms of intellectual property, like trademarks, copyrights and patents.
The IRS’s power to obtain documents, electronically stored information, and even sworn testimony has often been likened to the broad investigative power of a grand jury.
The destruction caused by Hurricanes Harvey, Irma, and Maria and the wildfires in California have led to an outpouring of charitable gifts and donations.
Yesterday, the Financial Crimes Enforcement Network (FinCEN) announced the renewal of certain Geographic Targeting Orders (GTOs) that temporarily place specific anti-money laundering-related reporting requirements on U.S. title insurance companies.
The rules for auditing partnership income tax returns will change radically beginning in 2018.
With 2017 proxy season kicking off, we would like to remind clients and friends of some developments that could impact public company annual reporting for 2017.
The Securities and Exchange Commission (SEC) proposed rule amendments last week that are intended to both simplify and modernize Regulation S-K’s disclosure requirements.
U.S. House and Senate Republicans have reached a deal that reconciles the differences between the House and Senate tax reform plans, paving the way for a final vote next week and final passage of tax reform by Christmas.
Today, the U.S. Supreme Court unanimously held that any claim for disgorgement in an SEC enforcement action must be commenced within five years of the date the claim accrued.
On March 27, the U.S. Supreme Court granted a petition for certiorari to decide whether a public reporting company can be held liable for damages under Rule 10b-5 of the Securities Exchange Act of 1934 for failure to include a disclosure mandated by an SEC rule.
The arrival of a new year marks the beginning of the annual proxy season. And this year, shareholders can expect to see a lot more climate change disclosure in 2017 corporate financials.
Schiff Hardin Energy & Environmental Law Adviser
The Business Lawyer
President Trump signed into law the Foreign Investment Risk Review Modernization Act (FIRRMA) to modernize the CFIUS review process to address 21st century national security concerns today. Congress enacted FIRRMA as Title XVII of the Fiscal Year 2019 National Defense Authorization Act, HR 5515.
In December 2017, Congress passed major changes to the tax laws.
With its decision in South Dakota v. Wayfair, the U.S. Supreme Court substantially eliminated the distinction between brick-and-mortar business and e-commerce, for purposes of state laws obligating sellers to collect and remit sales taxes.
The Tax Cuts and Jobs Act (the “Act”) will dramatically change the tax treatment of income from many partnerships, limited liability companies, and S corporations.
The IRS and Treasury Department issued proposed regulations that explain how investors can take advantage of the statute’s unique opportunity for deferral and exclusion of capital gains taxes by investing in designated distressed communities or QOZs.
The Securities and Exchange Commission (SEC) has adopted amendments to certain disclosure requirements.
Securities Regulation Law Journal
At first glance, one might conclude that the U.S. Supreme Court’s decision in South Dakota v. Wayfair would have an immediate impact only on those out-of-state vendors that sell goods and services into South Dakota.
It is increasingly popular for overseas investors to purchase minority interests such as limited partnerships in U.S.-based companies or funds.
On February 15, 2019, the Federal Trade Commission (FTC) announced upward revisions to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino (HSR) Act.
On March 20, 2019, the U.S. Securities and Exchange Commission (SEC) adopted amendments to modernize and simplify Regulation S-K’s disclosure requirements and related rules and forms, as required by the Fixing America’s Surface Transportation (FAST) Act.
The Securities and Exchange Commission (SEC) issued proposed regulations earlier this month that would amend three of the disclosure items required under Regulation S-K:
Business divorces are often messy. Those who individually or collectively control a private business sometimes seek to force out owners of non-controlling shares.
This post explains steps that Illinois LLCs and their majority members can take to protect otherwise privileged communications from disclosure to minority members in advance of and during litigation.
This post explains the rules that apply to Illinois corporations and business entities organized in other jurisdictions.
The Coronavirus Aid, Relief, and Economic Security (CARES) Act appropriates $150 billion toward COVID-19 relief for fiscal year 2020. The vast majority of this amount will go to the states, although $3 billion is reserved for distribution to the District of Columbia and U.S. territories, and $8 billion will go to Tribal governments.
Under the CARES Act, a $500 billion pool of money was created to make loans, loan guarantees, and other investments for distressed businesses that do not qualify for the small business relief, including airlines, large nonprofit companies, states, and municipalities.
The Coronavirus Aid, Relief, and Economic Security (CARES) Act provides $2 trillion in stimulus in response to the COVID-19 pandemic.
The U.S. House of Representatives earlier today passed H.R. 7010, the Paycheck Protection Program Flexibility Act of 2020, in a 417-1 bipartisan vote.
As of this alert, governors from California, New York, and Illinois have issued “shelter in place” or “stay at home” orders requiring all residents to stay at home, subject to certain exceptions, in response to the COVID-19 pandemic.
Two months ago, the U.S. Department of Justice (DOJ) updated its guidance to aid federal prosecutors in making charging decisions or, later, sentencing decisions.
Unlike businesses with a single controlling owner or several owners, a 50/50 business by its very nature is ripe for disagreement between its owners. Owners of a 50/50 business will need to proactively consider how to handle disagreements when setting up their business venture and drafting their operating agreement, shareholders agreement, or partnership agreement.
On March 19, 2020, as part of the State of Illinois' efforts to combat disruptions caused by the coronavirus pandemic, the Illinois Department of Revenue announced that it is waiving for two months all penalties and interest that would be imposed on late payments by registered Illinois retailers operating small eating and drinking establishments for sales tax liabilities that are due for the February, March, and April 2020 reporting periods.
U.S. Treasury Secretary Steven Mnuchin announced today that individual taxpayers can defer federal tax payments of up to $1 million for 90 days.
The IRS released Notice 2020-17 on March 18, 2020, formalizing the relief announced the previous day by U.S. Treasury Secretary Steven Mnuchin, which extended the time to pay certain taxes by 90 days.
Late on Friday, the IRS formalized U.S. Treasury Secretary Steven Mnuchin’s announcement earlier in the day regarding the extension of the tax filing deadline to July 15 by issuing Notice 2020-18, which contains several important clarifications.
On April 30, the IRS released guidance providing that Paycheck Protection Program (PPP) loan borrowers may not deduct costs that are paid for with loan proceeds that are forgiven under the Coronavirus Aid, Relief, and Economic Security (CARES) Act.
Earlier this week, the IRS released updates on the status of its operations as the COVID-19 outbreak continues and also on the IRS’s new People First Initiative. In addition, Illinois extended its tax filing and payment deadline (but not the deadline to make estimated tax payments) to match the IRS July 15 deadline.
Minority owners of a business face unique challenges. With limited or no control over the management and governance of a business, minority owners can be unfairly left in the cold or squeezed out. However, deliberate preparation and negotiation at the initial stages of the business can set up minority owners with the necessary tools to eliminate or reduce many of these difficulties and even avoid future conflict.
When acquiring shares in a corporation, minority shareholders often evaluate the profitability of the corporation, the value of their shares, and what protections are in place to shield them from wrongdoing at the hands of the controlling shareholders.
The Federal Trade Commission (FTC) announced upward revisions to the jurisdictional thresholds for premerger notification filings under the Hart-Scott-Rodino (HSR) Act last week.
The SEC has announced efforts to assist and guide market participants that may be impacted by the coronavirus. Public reporting companies should confer with their legal advisers regarding disclosure issues that may arise as a result of the global virus.
On December 19, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) released the final regulations relating to investment in Qualified Opportunity Zones (QOZ).
On August 26, the U.S. Securities and Exchange Commission (SEC) adopted significant rule changes to Regulation S-K, including changes to risk factor disclosures by public reporting entities, which will impact public companies and private investors.
On August 26, the U.S. Securities and Exchange Commission (SEC) adopted definitional changes that will impact private investors.
The SEC extended its previously granted public company regulatory relief and issued staff guidance yesterday regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.
The U.S. Securities and Exchange Commission (SEC) issued an order that grants conditional regulatory relief for certain publicly traded company filing obligations in light of the rapidly spreading coronavirus pandemic.
U.S. Securities and Exchange Commission (SEC) staff announced guidance to assist public companies with facilitating their upcoming annual shareholder meetings during the ongoing COVID-19 pandemic.
On March 25, the U.S. Securities and Exchange Commission (SEC) granted public company regulatory relief and issued Staff guidance regarding disclosure obligations in light of the continued complications associated with the COVID-19 pandemic.
In anticipation of the raft of earnings releases and analyst and investor calls that will take place in the next few weeks, the U.S. Securities and Exchange Commission (SEC) issued a public statement in which SEC Chairman Jay Clayton and Director of the Division of Corporation Finance William Hinman urge issuers to provide robust, forward-looking disclosures regarding the impact of COVID-19 in their upcoming earnings releases and analyst and investor calls.
Earlier today, the U.S. Senate passed a bill appropriating additional funding to the Paycheck Protection Program, which ran out of funds in the middle of last week. The House is expected to pass the measure on Thursday, after which President Trump is expected to sign it into law.
In a tweet this morning, U.S. Treasury Secretary Steven Mnuchin announced that the IRS is extending the tax filing deadline from April 15 to July 15.
Since last week when we wrote about the “shelter in place” and “stay at home” orders issued in California, New York, and Illinois, many more states have issued similar orders. The general discussion from our prior alert still applies, but below is an up-to-date list of the states that have adopted the stay-at-home approach to fighting the spread of COVID-19.
Michigan Governor Gretchen Whitmer today issued Executive Order 2020-21, imposing a mandatory stay-at-home regime throughout Michigan, taking effect at midnight on Monday, March 23, and lasting through April 13 at 11:59 p.m.
The American Rescue Plan Act of 2021 (ARPA) allows employers with fewer than 500 employees to claim refundable tax credits to offset the cost of providing COVID-19-related paid sick and family leave to employees, including leave taken by employees to receive or recover from COVID-19 vaccinations.
A recent Delaware court decision rejecting a Facebook, Inc. shareholder’s attempt to access the company’s attorney-client privileged documents concerning a Federal Trade Commission (FTC) investigation shows that, as we previously explained, it remains difficult in most jurisdictions for a shareholder to obtain its corporation’s attorney-client communications.
Directors owe fiduciary duties to the company. To make informed decisions and satisfy those fiduciary duties, directors generally have broad access to the company’s books and records.
On June 1, 2021, the Illinois General Assembly passed S.B. 2017, implementing the State of Illinois budget for the 2022 fiscal year, which Governor J.B. Pritzker is expected to sign. The bill includes several material changes to Illinois state taxes affecting many businesses.
At some point in a business relationship, differences of opinion are likely to arise. In businesses where there are equal owners of the company, it is important to ensure that there are carefully drafted governing documents or a standalone buy/sell agreement that detail the process for resolving a conflict or impasse.
Many corporations, limited liability companies, and other similar entities will soon be required to disclose their beneficial owners to the United States government.
2020 was an unprecedented year for business owners. It brought a pandemic, a deep recession, a civil rights movement, and civil unrest in cities across America.
Schiff Hardin Employment Law Landscape
On April 1, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) issued an Advance Notice of Proposed Rulemaking (ANPRM) to solicit comments from the public on issues relevant to the implementation of the Corporate Transparency Act (CTA). The CTA was enacted into law as part of the National Defense Authorization Act for Fiscal Year 2021.
Elizabeth Holmes, founder and ex-CEO of now-defunct blood testing start-up Theranos, is once again making headlines, this time for her upcoming criminal trial and related court proceedings.
Ownership disputes often arise from a common scenario: a few friends start an LLC together. The friends each take an ownership interest in the LLC and decide to organize their LLC under Delaware law. Over time, the business grows, but the friendship crumbles. The friends disagree about the direction of the business, resulting in a dispute over control of the company. Despite the friends’ best efforts to resolve the dispute amicably, litigation seems likely.