Covid-19 – Deal Certainty: You Cannot Have Your Cake and Eat it Too
A recent case in Delaware is instructive of the challenges a buyer may face should they refuse to close a pending acquisition following the entry into a stock purchase agreement, with a debt financing commitment letter in hand, based on alleged breaches of typical “material adverse effect” clauses and “ordinary course of business” operating covenants.…
Read More
Covid-19 – End of CDC Moratorium on Residential Evictions
On Wednesday, May 5, 2021, a federal judge struck down the nationwide moratorium on residential evictions put into place by the U.S. Centers for Disease Control and Prevention (the “CDC”) that had been in effect since September 4, 2020, and which was extended through June 30, 2021 by President Biden on his first day of…
Read More
International Parole Role: an Alternative Path To Entry Into The U.S. for Foreign Entrepreneurs
Though the U.S. does not currently offer temporary work visas for startup founders, regulations enacted under the auspices of Section 212(d)(5) of the Immigration and Nationality Act, 8. U.S.C. 212(d)(5) and known as the International Entrepreneur Parole Rule (“IEP Rule”), provide foreign entrepreneurs a pathway to entering and working in the United States. While H1-B…
Read More
ALTA / NSPS Survey Standards
The American Land Title Association (“ALTA”) and the National Society of Professional Surveyors (“NSPS”) have historically agreed upon certain standards relating to title to real estate and the components of surveys with respect to the boundaries of lots. It is of the upmost importance that all of the parties to a real estate transaction understand…
Read More
Homestead Protection & Estate Planning – A Comparison Between Massachusetts & Florida
A Declaration of Homestead is a legal document informing the public that the homeowner is asserting his or her rights to protect their home from creditors. In many states, there is a property tax exemption for property that is titled in homestead. Almost all of the states allow the primary residence to be homesteaded. However,…
Read More
Covid-19 – Extension Of $7.5 Million Subchapter V Debt Limit
As previously reported by DarrowEverett, the Small Business Reorganization Act of 2019, created Subchapter V of chapter 11 of the Bankruptcy Code, which became effective on February 19, 2020 (11 U.S.C. §§ 1181-1195 “Subchapter V”). Subchapter V focuses on small business debtors and aims to remove some of the complexity and costs associated with a traditional…
Read More
Is An Extended Leave Of Absence A Reasonable Accommodation Under The Americans With Disabilities Act?
NOTE: This Client Alert applies to employers who are covered by the Americans with Disabilities Act (“ADA”). An employer is covered by the ADA if it employs fifteen or more individuals. The ADA is enforced by the Equal Employment Opportunity Commission (“EEOC”). In its most basic sense, the ADA requires employers to ensure that qualified…
Read More
Stamp Taxes On Cannabis – Two Similar Regimes, Two Different Outcomes
Recreational cannabis, aka marijuana, is legal in 15 states, as well as Guam and Washington, D.C., and legalization is imminent in New York State.[1] Not all cannabis, however, is created equal – many states impose stamp taxes on illegal marijuana – even states where recreational use is legal. This Client Alert contrasts the approach of two different…
Read More
The Anti-Money Laundering Act Of 2020: The Most Sweeping AML Legislation Since The Passage Of The Usa Patriot Act
On January 1, 2021, Congress overrode President Trump’s veto and enacted the National Defense Authorization Act for Fiscal Year 2021, an omnibus bill that includes the Anti-Money Laundering Act of 2020 (the “Act”). The Act represents a considerable development in the United States anti-money laundering laws (“AML”) and the most sweeping AML legislation since the…
Read More
Covid-19 – Irs Extends 2020 Individual Tax Return Filing and Payment Dates
The Internal Revenue Service (“IRS” or the “Service”) announced yesterday that it was extending the filing and payment deadlines for individual 2020 tax returns and federal tax payments for 2020 due on April 15, 2021 to May 17, 2021. In its announcement, the IRS said it would be providing formal guidance in the days to come. The Service…
Read More