BUSINESS & CORPORATE

DUGGAN BERTSCH is a transactional law firm with a core focus on business and corporate representation for the entrepreneur and private client.

The Private Client usually has his or her own business, or his or her assets have risen to a level that the proper maintenance of the assets is a business in and of itself — or it is a combination of the two. We are cognizant of the business base of our clients and provide a full range of business and corporate services.
We serve as outside general counsel to numerous clients in a variety of industries and regularly represent clients in completing a full range of complex transactions.

Our Closely Held Business Practice Includes The Following Services:

Mergers and Acquisitions, including stock and asset acquisitions, sale transactions, recapitalizations, minority investments, joint ventures and equity transfers
Capital Markets, including private placements and other securities offerings
Securities Compliance
Corporate Governance and representation of Boards of Directors on such matters as Board structure and composition; independent director representations; special committee representation in connection with interested party, strategic and change-of-control transactions; and internal investigations
Employment Matters, representing both companies and executives in employment agreements and compensation matters and as well as drafting and reviewing employee handbooks and policies;
Banking and Finance Transactions, including the representation of lenders and borrowers in all types of lending and secured transactions, including asset-based lending
Financial Institution Regulatory Matters
Technology Contracts, including cloud computing services and technologies (such as SaaS, PaaS, and IaaS); software and application development and licensing; and technology consulting
Buy-Sell Agreements
Start-up Representation, including Entity Formation and Choice of Entity Analysis – Corporations (S or C), LLCs, LPs, LLPs, Financing Rounds (including Seed Financing) and Strategic Planning
Captive Insurance Companies

Business & Corporate News

Paycheck Protection Program Flexibility Act: Forgiveness Relief

Last week Congress passed H.R. 7010, the Paycheck Protection Program Flexibility Act of 2020 (PFA), significantly amending certain provisions in the Paycheck Protection Program (PPP) relating to a borrower’s loan forgiveness relief requirements. The President subsequently signed the PFA legislation into law which provides PPP borrowers with the following favorable modifications that should enable more, if not all, of their PPP debt to be fully forgiven: Click Here to Read More

Alert: SBA Issues Loan Forgiveness Application

The Small Business Administration (SBA) has just released its Paycheck Protection Program (PPP) Loan Forgiveness Application along with instructions for borrowers on how to apply for forgiveness of such loans (for a copy of the application, please click here). The application, to be submitted by the borrower to their lender, reflects some additional clarifications and borrower-friendly guidelines which are highlighted as follows:
Click Here to Read More

Workers’ Compensation & Remote Employees

As stay-at-home orders are being extended throughout the country, a significant population of the US workforce is and will continue to work remotely. Because employers cannot actively monitor and supervise their employees, employers are exposed to additional risks of liability. One significant risk is the potential for employees to sustain accidental injuries while working remotely.

CLICK HERE to read the complete article!

Non-deductibility of Expenses Funded with PPP Loan Proceeds

Late last week, the IRS issued Notice 2020-32 which states that no deduction will be allowed for an expense that would otherwise be deductible by a small business if the payment of such expense results in forgiveness under the provisions of the Paycheck Protection Program (PPP) of the CARES Act, and the income associated with the forgiveness is excluded from gross income. Continue Reading...

Round 2: Paycheck Protection Program and Health Care Enhancement Act

The popularity of the Paycheck Protection Program (PPP) among the nation’s small businesses, which was enacted as part of the CARES Act (see our previous Client Alert), resulted in the entire $349 billion dollars allocated to the PPP relief to be fully committed within 14 days. This left many small businesses frustrated and unable to benefit from the program. Click Here To Read More...

Have an interest in a Foreign Company? Offshore Reporting of the BE-10 is Due May 29

Every 5 years, the Bureau of Economic Analysis (the “BEA”) requires owners of offshore companies to complete its BE-10 Survey form. That time has come once again. If you had ownership in a foreign entity on December 31, 2019, you must file the form by May 29, or by June 30 if you are required to file 50 or more forms. If you fail to file, you can be subjected to significant penalties (between $2,500-$25,000 for each non-willful violation plus injunctive relief). An extension of time to file is available in the discretion of the BEA; however, it must be requested well in advance of these filing deadlines. Continue Reading...