Preserving Deferred Tax Assets in a Capital Raise
Effective October 2, 2020, the Small Business Administration (“SBA”) issued an SBA Procedural Notice: Paycheck Protection Program Loans and Changes of Ownership; and on October 26, 2021, the SBA issued SBA Procedural Notice...more
You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more
With content distribution methods evolving rapidly, major players within the entertainment industry are looking to mergers and acquisitions (M&A) as a means to strengthen their position and maintain market share. Industry...more
The Payroll Protection Program has been a lifesaver to many businesses this year, but its quick roll out, and many generous features (including potential forgiveness) could tempt a borrower to treat the PPP as something less...more
Most Paycheck Protection Program (“PPP”) borrowers are working toward full forgiveness of their PPP loans and are anxious to get this process started. A borrower generally may submit a loan forgiveness application any time on...more
The Small Business Administration (SBA) recently released a procedural notice concerning when a borrower of a Paycheck Protection Program (PPP) loan may forgo SBA approval in connection with a merger or acquisition. The...more
Effective October 2, 2020, the Small Business Administration (SBA) issued an SBA Procedural Notice regarding Paycheck Protection Program (“PPP”) loans and changes of ownership (the “Notice”). The Notice is addressed to SBA...more
On October 2, 2020, the Small Business Administration (SBA) issued Procedural Notice No. 5000-20057 addressing procedures applicable to a “change of ownership” of a borrower who has received a loan under the Paycheck...more
In a previous client alert, we had advised you of issues facing a purchaser of a business which had received a Paycheck Protection Plan (PPP) loan. PPP loans are Small Business Administration (SBA) Section 7(a) loans....more
SEC Charges Trust Company with Operating Unregistered Investment Companies and Failing to Register Securities Offerings. On September 30, the Securities and Exchange Commission (SEC) announced it had settled charges with...more
On October 2, 2020, the SBA issued guidance under a procedural notice (the “Notice”) providing information concerning the required procedures for changes of ownership of an entity that has received a Payroll Protection...more
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...more
Paycheck Protection Plan (PPP) loans are Small Business Administration (SBA) Section 7(a) loans. Consequently, they are subject to the same regulatory guidelines that generally apply to Section 7(a) loans....more
On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more
The new regulations proposed in September under Section 382(h) regarding built-in-gain raise several international tax issues that companies planning for post-acquisition integration of loss corporations should be aware of....more
On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more
On September 9, 2019, the Treasury Department (“Treasury”) and the Internal Revenue Service (the IRS) issued proposed section 382 regulations (REG-125710-18) (the “Proposed Regulations”) reversing certain previously...more
On September 9, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (the Proposed Regulations) that, if finalized, would significantly change the way corporations...more
Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September...more
When structuring and assessing transactions in the food and beverage sector in a European context, a purchaser must consider and evaluate several EU-specific requirements in order to ensure a successful transaction with...more
Lockheed Martin’s recent success in overcoming GAO protests shows that fully explaining a transaction in the works can be a key proposal element. The GAO has denied three protests of a high-profile contract award to...more