Finance Update: Department of Treasury Warns Against the Facilitation of Ransomware Payments

On October 1, 2020, the US Department of the Treasury’s Office of Terrorism and Financial Intelligence issued a press release announcing two advisories regarding ransomware cyberattacks. Ransomware is a form of malicious software designed to block access to a computer system or data, often by encrypting data or programs on information technology systems to extort ransom payments from victims in exchange for decrypting the information and restoring victims’ access to their systems or data. In some cases, in addition to the attack, cyberattackers threaten to publicly disclose victims’ sensitive files. The cyber actors then demand a ransomware payment, usually through digital currency, Read More …

Finance Update: IRS Notifies Lenders Not to File Form 1099-C or Provide IRS Payee Statements for PPP Loan Forgiveness Amounts

On March 27, 2020, the US government passed the CARES Act in response to the COVID-19 crisis. Under the CARES Act, the Small Business Administration (“SBA”) offered loans under the Paycheck Protection Program (“PPP”) designed to provide a direct incentive for businesses to keep their workers on the payroll. On September 22, 2020, the Internal Revenue Service (“IRS”) issued Announcement 2020-12 (the “Announcement”) notifying PPP lenders not to report the amount of qualifying loan forgiveness granted to borrowers under the PPP. Unlike the usual treatment of debt forgiveness under the Internal Revenue Code (the “Code”), PPP lenders should not file Form 1099-C information returns or furnish Read More …

Real Estate Update: CDC Announces COVID-19 Four-Month Residential Eviction Moratorium

On September 1, 2020, the Centers for Disease Control and Prevention (“CDC”), announced an order imposing a temporary moratorium on residential evictions to halt the further spread of the 2019 novel coronavirus disease (“COVID-19”) (“Order”). Effective September 4, 2020, the Order prohibits residential evictions of qualifying tenants through December 31, 2020. The CDC based the Order on Section 361 of the Public Health Service Act (42 U.S.C. Ch. 6A) and on 42 CFR § 70.2 which reads: Measures in the event of inadequate local control. Whenever the Director of the Centers for Disease Control and Prevention determines that the measures taken by health Read More …

Business Update: SEC Amends Accredited Investor Definitions

On August 26, 2020, the Securities and Exchange Commission (the “SEC”) adopted final rule amendments to modify the definition of an accredited investor in Rule 501(a) under the Securities Act. These amendments will become effective 60 days after publication in the Federal Register. The definition of accredited investor in Rule 501(a) is one of the principal tests to determine who is eligible to participate in the private capital markets through many of the exemptions and safe harbors from registration under the Securities Act, including Rules 506(b) and 506(c) of Regulation D. The new amendments will expand the categories of natural Read More …

Business Update: FASB Issues Proposed Update To Simplify Valuation Of Private Company Stock Options

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 governs the accounting treatment of all share-based payment transactions in which a company acquires goods or services by either (1) issuing company stock or (2) incurring liabilities that are based on the fair value of the company’s stock or settled by issuing company stock. ASC Topic 718 requires both publicly-traded and private companies that grant long-term incentive awards to recognize the fair value of the awards as compensation cost in their financial statements. Fair value is the valuation standard for financial reporting under US Generally Accepted Accounting Principles (“US GAAP”) and Read More …

Closing Time: Dissolving and Winding Up a Michigan For-Profit Corporation

Closing a business can be an exciting, difficult, or bittersweet decision depending on the circumstances. Regardless, and whether you are celebrating a liquidity event or heading back to the drawing board, founders, directors, and shareholders of Michigan for-profit corporations should consider formally dissolving their corporation and winding up its affairs before moving on. To successfully dissolve and wind up a Michigan for-profit corporation and receive maximum protection against known and unknown, outstanding liabilities, founders, directors, or their authorized representatives must follow specific steps set out by Michigan law and often the corporation’s governing documents, which are discussed in detail in Read More …

SBA Interim Final Rule

This interim final rule announces the implementation of sections 1102 and 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act or the Act). Section 1102 of the Act temporarily adds a new product, titled the “Paycheck Protection Program,” to the U.S. Small Business Administration’s (SBA’s) 7(a) Loan Program. Section 1106 of the Act provides for forgiveness of up to the full principal amount of qualifying loans guaranteed under the Paycheck Protection Program. The Paycheck Protection Program and loan forgiveness are intended to provide economic relief to small businesses nationwide adversely impacted under the Coronavirus Disease 2019 (COVID-19) Read More …

Kuhn Rogers 2nd Largest Law Firm in TC

A recent ranking of Traverse City, Michigan law firms by the Traverse City Business News identifies Kuhn Rogers PLC as the second largest firm in the area. The ranking is based on the number of attorneys at each firm. Click here to visit the ranking on the TCBN website, which identifies Kuhn Rogers’ partners, top areas of practice, and total number of attorneys and staff.

The Perishable Agricultural Commodities Act – A Powerful Tool

By: Troy W. Stewart, Partner The Perishable Agricultural Commodities Act (“PACA”) 7 USC §499a, et seq., is a federal statute which provides certain protections for unpaid suppliers, sellers or agents relating to the purchase or sale of any perishable agricultural commodity. PACA defines the term “perishable agricultural commodity” as “fresh fruit and vegetables of every kind and character”, whether or not frozen or packed in ice, including cherries in brine. PACA requires all brokers and dealers in perishable agricultural commodities to obtain licenses from the Secretary of Agriculture. Brokers and dealers violate PACA if they do not pay promptly and Read More …