Business & Corporate

BLOG: HHS Provides Guidance on the CARES Act's Provider Relief Fund

April 24, 2020
By Francis G. Massaro
Under the CARES Act, Congress set aside $100 billion for the Public Health and Social Services Emergency Fund (the Provider Relief Fund) to reimburse healthcare providers for healthcare-related expenses or lost revenues attributable to the Coronavirus (COVID-19); the Paycheck Protection Program and Health Care Enhancement Act, which President Trump signed into law, will provide an additional $75 billion to the Provider Relief Fund. Eligible healthcare providers that provide diagnoses, testing, or care for individuals with possible or actual cases of COVID-19 may receive grants of funds for expenses related to, among other things, medical supplies and equipment, increased workforce and trainings, surge capacity, and construction of temporary structures. However, these funds may not be used to reimburse expenses that other funding sources have reimbursed or are obligated to reimburse. Healthcare providers in the Provider Relief Fund's programs should maintain proper records and cost documentation to show compliance with the program and eligibility for reimbursements.

BLOG: Delaware Allows Public Companies to Hold Remote Shareholder Meetings

April 9, 2020
By Melissa M. Rodriguez
On April 6, 2020, Governor John Carney of the State of Delaware issued the Tenth Modification of the Declaration of a State of Emergency for the State of Delaware Due to a Public Health Threat (the "Declaration"). The initial declaration was issued on March 12, 2020. Among other matters relevant as a result of the COVID-19 pandemic, the Declaration touches on a change in shareholder meetings related to publicly traded companies organized in the State of Delaware.

BLOG: COVID-19 and Its Effects on Credit Facilities

With the spread of COVID-19, businesses all over the world have seen their operations affected and their cash flow and production decreased, putting them at risk for potential default on their credit obligations. The prediction is that the global economy will enter into a recession, which will continue to affect the financial situation of millions of businesses. All businesses should consider the available options to remedy any borrowing deficits in light of specific circumstances.

BLOG: COVID-19 and Material Adverse Effect Provisions in Acquisition Agreements

March 23, 2020
By Kathryn L. Hickey and Francis G. Massaro
The coronavirus (COVID-19) continues to create extensive uncertainty for individuals and businesses. For parties actively pursuing an M&A transaction, COVID-19 presents the buyer and seller with additional risks both pre- and post-closing, including impacting the valuation of the target company, increasing exposure to liabilities relating to performance and payment obligations, expanding risk of claims from employees and other personnel, among other extraordinary risks that may result in delay or, in the worst cases, termination of the transaction. Traditionally, acquisition agreements include material adverse effect provisions that are designed to ensure all parties have a clear understanding of the target company's business as of closing with a reasonable belief that no event has occurred that would result in materially adverse changes. In the "new normal" of COVID-19, we discuss why both buyers and sellers in an M&A transaction should closely examine the "material adverse effect" definition and related provisions in acquisition agreements to insulate themselves from future risk of losses.

BLOG: Purchase Agreement Components, Part 1: Options for Forms of Purchase Price Consideration in Acquisition Agreements

March 10, 2020
By Francis G. Massaro
Whenever parties enter into negotiations to buy and sell a target company, one of the first points of discussion is the purchase price. In particular, the purchase price discussion often reflects the amount of cash that will be paid by the buyer to the seller at closing, and, in fact, nearly all acquisitions involve cash as all or part of the purchase price consideration. However, a cash payment at closing is not the only type of consideration that is common in acquisition agreements, and other forms of consideration and the timing of their payment to the seller can help parties manage the risks associated with the acquisition and create incentives for continued cooperation between the parties. This blog, Part 1 in a 5-part series, will provide a brief overview of forms of consideration and the timing of their payment common in acquisition agreements.
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