By: Timothy J. Feldhausen On March 23, 2020, the co-directors of the Division of Enforcement of the U.S. Securities and Exchange Commission (SEC) issued a statement regarding market integrity during the COVID-19 pandemic[1]. Specifically, the statement serves to remind public companies of their obligations to maintain disclosure controls and...
By: Lawrence J. Glusman and Michael Van Someren To address temporary business interruptions, U.S. Small Business Administration (SBA) lenders nationwide have authority to defer payments of principal, interest and servicing fees for up to six months. Borrowers with existing loans under the SBA 504 Loan (Certified Development Company) program and...
By: Michael Van Someren and Lawrence J. Glusman The Senate is currently considering a bill that could greatly increase the ability of employers to retain their employees. The Coronavirus Aid, Relief, and Economic Security Act or “CARES Act” is currently being considered by the U.S. Senate. While it has not yet passed and includes a number of...
By: Sherry D. Coley and Tiffany E. Woelfel On March 18, 2020, the Wisconsin Department of Financial Institutions (“DFI”) issued emergency guidance to licensed lenders and payday lenders cautioning them from increasing customary interest rates, fees, or any costs of borrowing in response to the COVID-19 crisis. DFI explicitly warned that increases...
By: Thomas V. Rohan Most terms and conditions of commercial contracts are important, but, if you pay attention to no other provisions, carefully review the indemnification clause. An indemnification clause is a provision by which one party agrees to protect the interests of another party, including paying all damages and usually expenses, e.g.,...
By: Michael Van Someren & Danielle Snyder Fadel A 1031 Tax-Deferred Exchange (“§ 1031 Exchange”) is an extremely useful tax strategy for taxpayers that maintain real property for productive use in trade, business or for investment. It allows a taxpayer to defer payment of capital gains tax on investment properties that are sold. A taxpayer...
By: Michael Van Someren and Joseph E. Tierney IV On December 18, 2019, the Securities and Exchange Commission (SEC) released a proposed amendment to 17 CFR Parts 230 and 240 that would expand the definition of “accredited investor” in the U.S. securities laws, which can be found here. This expanded definition has the potential to have a profound...
Chapter 11 of the United States Bankruptcy Code has historically been utilized as the principal option for an insolvent company, seeking to either reorganize its operations, or sell its assets free and clear of liens, with the liens attaching to the proceeds of the sale. However, the Wisconsin statutory alternative, Chapter 128, which is...
By Michael Van Someren & Danielle Snyder Fadel Regulation D quietly changed in 2015 and few noticed. Though many real estate developers, owners, business owners, and private equity funds are generally familiar with “private placements” under Regulation D and the limitations of such private placements, a few key advantages are often...
By Michael Van Someren & Joseph E. Tierney IV Under state and federal securities laws, owners and managers of companies raising capital through sale securities (e.g., stock or membership interests in companies) can be personally liable for material misrepresentations and omissions in any description of the business or investment. To reduce...
