KMK Law Corporate & Securities Blog

On November 2, 2020, the Securities and Exchange Commission adopted rule amendments intended to increase opportunities for private companies to raise capital, including by setting higher limits on certain private offerings.  The SEC also simplified certain rules governing private offerings relating to investor communications and otherwise expanding investment opportunities.  In addition to expanding access to capital for private issuers, the intent of these amendments is to make it simpler for issuers to comply with increasingly complex SEC rules, including by eliminating ...

On October 7, 2020, the SEC proposed a limited, conditional exemption from broker registration requirements for "finders" who assist issuers with raising capital in private markets from accredited investors. Finders identify and often solicit potential investors in order to connect issuers with investors in private placements of securities. The proposal responds to the lack of clarity regarding the regulatory status of finders which has developed through case law, no action letters and other SEC guidance.

On Monday, September 14, 2020, Ohio Governor Michael DeWine signed into law legislation that provided qualified civil immunity to health care providers and other businesses from lawsuits related to the current coronavirus pandemic.

Ohio House Bill 606 provides protection to any person for civil actions for damage if the cause of action on which it is based, in whole or in party, is caused by the exposure to, or the transmission or contraction of SARS-CoV-2 or certain other coronaviruses, or any mutation thereof, unless it is established that the exposure to or the transmission or ...

On May 21, 2020, the U.S. Securities and Exchange Commission adopted amendments to its rules and forms governing the financial information registrants are required to provide for significant acquisitions and divestitures. We expect the amendments will decrease the time and cost of preparing financial statements required in business combinations.

When a registrant acquires a significant business, other than a real estate operation, SEC rules generally require the registrant to provide separate audited annual and unaudited interim pre-acquisition financial statements of ...

On May 20, 2020, the State of Ohio Department of Health (ODH) issued an urgent health advisory (the “Advisory”), named “Ohioans Protecting Ohioans”, in which all individuals currently living within the State of Ohio are recommended to continue to stay at home or at their place of residence to lower the rate of spread of COVID-19. A copy of the Advisory can be found here. Based on Governor DeWine’s press conference on May 19, 2020, the Advisory was meant to replace the “Stay Safe Ohio” Order (the “Order”) that was issued by the Ohio Department of Health on April 30, 2020 ...

On May 4, 2020, the Securities and Exchange Commission announced that it is providing temporary, conditional relief intended to expedite the offer and sale of securities to be issued by smaller companies affected by COVID-19 that are looking to meet their urgent funding needs through a Regulation Crowdfunding offering. The temporary rules are intended to expedite the offering process. The temporary rules apply to securities offerings initiated under Regulation Crowdfunding between May 4, 2020, and August 31, 2020.

Late on May 15, 2020 the Department of Treasury posted the Paycheck Protection Program Loan Forgiveness Application (“Application”) to its website. The application contains step-by-step instructions with worksheets and schedules to help borrowers calculate the amount of their PPP Loan which is eligible for forgiveness.

Although there is much discussion of potential legal immunity from COVID-19 related tort claims among Congressional leaders, states are more likely to take the first steps. The outline for potential liability protection is progressing in the Ohio General Assembly as House Bill 606 and Senate Bill 308 have now been conformed so that substantially similar bills are progressing simultaneously through both houses of the General Assembly. The progress of the bills have garnered support from the leadership of the General Assembly as both Senate President Obhof and Speaker Householder commented that their chambers would prioritize tort liability for businesses reopening during the pandemic. Both bills provide for the following:

On May 13, 2020, the Department of the Treasury (“Treasury”) posted a new update to the Frequently Asked Questions (“FAQs”) it has been periodically updating since passage of the CARES Act.  The new FAQ #46 gives borrowers who, together with their affiliates, have received PPP loans in amounts less than $2 million comfort that the Small Business Administration will not challenge the borrower’s certification that the PPP loan was “necessary” due to economic uncertainty.

On May 8, 2020, Hamilton County, Ohio announced that it would be launching a small business loan program to facilitate the distribution of financial aid to small businesses. The funds to be used in the program were received by Hamilton County under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Hamilton County received a total of $142 million from the CARES Act and has currently set aside $5 million of these funds for use in the small business loan program. Hamilton County officials have indicated that the aggregate amount of funds used for these small business loans may be increased.