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The Texas Legislature is set to pass new legislation that could potentially put a stop to pending and future lawsuits asserting damages related to COVID-19 exposure.  If done, it would accomplish what the U.S. Congress was unable to do earlier this year. Senate Bill 6 was passed on April 8 by the Texas Senate.  The legislation now needs to pass the Texas House – House Bill 3659.  The protections afforded by this legislation would greatly assist businesses in their re-opening plans.  To assist in the effort to move the legislation through the process, Gov. Abbott designated it as an “emergency…
When it comes to buying a business, what you don’t know may hurt you, but what you do know could hurt you as well. What’s going on? Choice of law is going on, specifically, the choice of law provision in a definitive purchase agreement pursuant to which a seller is selling its business for millions of dollars or a buyer is acquiring a business for millions of dollars. The only difference is: if Delaware law governs the purchase agreement, then the buyer will likely be entitled to recover from the seller for a breach of the seller’s representations and warranties…
Most people probably know that a deposition is an important fact-finding tool used in litigation to uncover information, but very few non-litigators know what to expect unless they have experienced a deposition first-hand. Almost every business dispute that leads to a lawsuit will eventually involve depositions of the parties involved in the lawsuit, as well as possible fact witnesses. Even after the COVID-19 pandemic began in 2020, depositions continued, with most (if not all) conducted remotely by teleconference or video conference, which is a trend that will likely continue. Here are three tips to prepare if you ever find yourself…
The American Rescue Plan Act passed into law on March 11, 2021, established the $28.6 billion Restaurant Revitalization Fund (the “Fund”), which is to provide federal grants to certain eligible entities.  The Small Business Administration, which is administering the Fund, has created a program guide HERE, which details eligibility requirements, how to calculate the funding amount to which one is entitled, use of the funds, and how to apply.  A few of these items are summarized below. Which entities are eligible? Generally, an entity is eligible to receive funds if it is not permanently closed and it is a…
It seems like everyone is moving to Texas these days. Where is everyone coming from? California! The reasons are obvious, California has the highest state income tax in the country at 13.3%,[1] while Texas, on the other hand, has no state income tax.[2] Couple that with one of the lowest costs of living in the country and it is no wonder Californians are flocking to Texas at alarming rates. Further, today’s “work from home” environment is allowing more people to keep their jobs and work from anywhere, adding fuel to the flight. The reasons listed above may seem…
The Commissioners of the Securities and Exchange Commission (“SEC”) have voted to overhaul significant portions of the regulatory framework for registered and exempt offerings under the Securities Act Rules. The Final Rule issued on November 2, 2020, “Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets” (the “November Rule”), has four stated goals: Modernizing and simplifying the Securities Act integration framework for registered and exempt offerings; Setting clear and consistent rules for communications between issuers and investors; Increasing offering and investment limits for certain exemptions; and Harmonizing certain disclosure requirements and “bad actor” provisions.…
On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act of 2021, which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (the “Economic Aid Act”), which reopens the Paycheck Protection Program (“PPP”) for small and medium sized businesses that have yet to receive a PPP loan and allows certain small and medium sized businesses particularly affected by the COVID-19 pandemic that have already received PPP loans under the original CARES Act program (“First Draw Loans”) the opportunity to obtain a second PPP loan (“Second Draw Loans”). Then, on January 6, 2021, the Small…
As the COVID-19 pandemic continues to evolve, business owners and executives are navigating changes that affect their operations and employees. At this uncertain time, there is a pressing need to be informed, aware, and mindful about maintaining a safe environment while effectively communicating to employees. BoyarMiller offers guidance and strategies to help businesses adapt to a changing world. Firm Shareholders Matt Veech and Whitney Brieck hosted a webinar titled “What Businesses Should Know in a COVID World” on October 29, 2020. Here are ten take-aways from the one-hour webinar. As always, exercise reasonable care to avoid foreseeable risk of…
Over the last few months, M&A lawyers have been pointing out various issues faced by a borrower having received a loan under the Paycheck Protection Program (“PPP”), and wanting to sell its business either through an asset or equity sale transaction. For instance, many of the PPP promissory notes signed by borrowers include a provision requiring consent of the PPP lender to a sale of the equity or of substantially all of the assets of a borrower; however, questions remain as to how to obtain this consent from a PPP lender when such PPP lender is likewise required to obtain…