Corporate Law Blog

The Corporate Transparency Act: What You Need to Know

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The Corporate Transparency Act (“CTA”) is now in effect, and many business entities must report specific “beneficial ownership information” (“BOI”) to the U.S. Treasury Department’s Financial Crimes Enforcement Network (“FinCEN”) by January 1, 2025, or maybe even sooner. Below is a basic overview of the CTA and how business entities must comply with the new law. More >

New Guidance on Change of Ownership Issues for PPP Loans

Under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, small businesses around the nation have received Paycheck Protection Program (“PPP”) loans to stay afloat during the pandemic, but the rules regarding these disbursements haven’t always been so clear. On October 2, 2020, the Small Business Administration (“SBA”) issued guidance to all SBA employees and PPP lenders to clarify the requirements around the ownership of businesses receiving PPP loans. More >

Additional Guidance Provided for PPP Loans as Policing of Funds Begins

The Payroll Protection Program (PPP), established as part of the Coronavirus Aid, Relief, and Economic Security (CARES) Act, extended a lifeline to businesses during the COVID-19 pandemic by making more than $650 billion dollars in loans available along with the opportunity for full loan forgiveness if certain criteria are met. This amount of money, however, brings an increased likelihood for scrutiny from the Federal government. More >

Congress approves extension for PPP and EIDL programs

After the initial funding for the Payroll Protection Program (PPP) and the Economic Injury Disaster Loan program (EIDL) were exhausted, Congress acted last week to extend those benefits to help businesses navigate the fallout of the COVID-19 pandemic. These programs have been a much-needed boost for businesses. More >

Charging Orders on LLCs in Kentucky

The organization of any business as a limited liability company ("LLC") brings with it attendant protections for the members from the liabilities that arise in the course of the business as well as beneficial tax treatment. This protection is not a two-way street, however: the member's financial interest in the LLC does not receive complete protection from the member's personal liabilities. Judgment creditors of LLC members have at their disposal a unique remedy to collect distributions and more from the judgment debtor's membership or partnership interests; that remedy is the charging order. More >

Stock and Asset Sales: Preliminary Agreements

Prior posts discussed the basic advantages and disadvantages of structuring a sale of a business as a stock sale or an asset sale, as well as the initial considerations in agreeing to structure a sale as an asset purchase. This series will continue to expand on these types of sales with the next step in the process, the documents by which these sales begin. More >

Asset Purchase: Initial Considerations

A recent post discussed a few generalities on stock purchases and asset purchases. In a basic sense, the characteristics of a stock purchase and of an asset purchase will guide the parties in the earliest stages of negotiation over whether to structure the transaction as a stock or asset deal. This post and posts to follow will expand on certain aspects of both types of deals that the parties may face as negotiations progress, beginning with a few initial considerations for parties negotiating an asset purchase. More >

Understanding Stock Versus Asset Sale Agreements

When purchasing or selling an existing business, both the buyer and the seller must determine whether it is advantageous to structure the transaction as a sale and purchase of the assets of a business ("asset sale") or of the ownership interest of the business (a "stock sale"). Understanding the basic differences between the two is the first step to structuring a deal that is most beneficial to you, whether you are the buyer or the seller. More >

Before Taking The Wheel, Take A Hard Look

When it comes owning a business, some people like starting from scratch. Others prefer to have a foundation already established when they take the reins. There are pros and cons to both, but one should never think that by purchasing an existing business that they are minimizing their legal or financial risks. Just like starting your own, the first step to buying a business is determining what the best industry is for you, where you would like to be located, etc. - the generalities that only you can determine. The second phase, known as the "due diligence" phase, is a more fact-intensive process and may require more than one set of eyes. It is during this time when you review and verify information about the subject business. An attorney and accountant can offer invaluable assistance in this process. There are numerous things to consider, not all of which can be discussed at length herein, but this list should serve as a starting point for some of the most important considerations. More >