Corporate Law

Companies May Hold Remote Meetings, Despite Governing Documents

By Sharon G. Druker, from our Business Law Practice Group

April 29, 2020 — By press release dated April 27, 2020, the Minister of Justice and Attorney General of Québec announced that for the duration of the COVID-19 public health emergency, legal persons who must hold meetings of their boards of directors, shareholders (in the case of a corporation) and members (in the case of non-profit organizations) can do so remotely, even if their governing documents require in-person attendance or actually prohibit participation in meetings by technological means. This includes corporations, non-profit legal persons governed by Part III of the Companies Act (Quebec), cooperatives (for both annual and special meetings), partnerships, syndicates of co-owners, professional orders, the council of commissioners of a school board and the governing board of an elementary or high school.

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Congress passes $484B coronavirus relief bill

Congress has passed the Paycheck Protection Program and Health Care Enhancement Act, increasing the total amount available under the Paycheck Protection Program by $310 billion. Of that sum, $60 billion is set aside for loans to be made through small and very small community banks and credit unions. The bill also includes an increase of $10 billion for EIDL grants, $75 billion to help overwhelmed providers and hospitals, and $25 billion for coronavirus research.
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Paycheck Protection Program Updates FAQs

The Coronavirus Aid, Relief and Economic Security Act (the CARES Act) includes the Paycheck Protection Program, which provides economic relief for small businesses. Davis & Gilbert attorneys Justin Pollak, Lara Cohen and Julie Makowski address what the new program covers and how small businesses can participate. These FAQs provide up-to-date information as of April 28, 2020 on the Paycheck Protection Program, which supplements the information included in our previous alert “Coronavirus Aid, Relief and Economic Security Act: What You Need to Know,” and our related “CARES Act Memorandum.” Read more…

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Business Interruption & COVID-19: What risks are covered?

Considering widespread business closures, Michael Murphy takes an in-depth look at the impact of COVID-19 on business interruption insurance with a focus upon the following specific issues:

  1. Why this is such a key issue for insurers and policyholders?
  2. Are you entitled to claim for your business interruption losses?
  3. How do insurers reach their determinations on such claims?
  4. What do you do if you disagree with the insurer’s determination?
  5. Can insurers be forced to pay out for these business interruption losses?
  6. What is going to happen on these issues going forward?
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Paycheck Protection Program and Health Care Enhancement Act to Appropriate Additional Funds for Small Business Loans

President Trump signed the Paycheck Protection Program and Health Care Enhancement Act (PPPHCE Act) into law on April 24, 2020 to infuse approximately an additional $484 billion of stimulus funds into the economy in response to the coronavirus pandemic (COVID-19). Read more…

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A practical guide to the Covid-19 Working Capital Scheme

Strategic Banking Corporation of Ireland (SBCI)’s COVID-19 Working Capital Scheme

Many businesses are faced with difficult decisions arising from the COVID-19 crisis, and are undertaking an analysis of their business and devising a plan for how they will get through the challenging weeks and months ahead.  Consideration should be given to the range of options which have opened up in recent weeks in order to guide their businesses and employees and out of this unprecedented pandemic. One such option which has been made available for Irish Small and Medium Enterprises (“SME”) is the SBCI COVID-19 Working Capital Scheme, the details of which are set out below.

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Extension for holding Annual General Meeting

According to Section 96 of the Companies Act, 2013 (“Act”), companies are to hold their annual general meeting (“AGM”) within a period of 6 (six) months from the date of closing of the financial year and companies which are to hold their first AGM shall be held within a period of 9 (nine) months from the date of closing of the first financial year of that company.

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Main Street Business Lending Program Updates

On April 9, 2020, the Federal Reserve announced new and expanded programs and
facilities including the Main Street Lending Program, which will support direct lending
to certain small and mid-sized businesses and will utilize funding from the Coronavirus
Aid, Relief and Economic Security Act (or the CARES Act). (See our previous
memorandum on the CARES Act’s $454 billion appropriation in funding for Federal
Reserve emergency lending programs here.) Read more…

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Main Street Business Lending Program Updates

On April 9, 2020, the Federal Reserve announced new and expanded programs and facilities including the Main Street Lending Program, which will support direct lending to certain small and mid-sized businesses and will utilize funding from the Coronavirus Aid, Relief and Economic Security Act (or the CARES Act). (See our previous memorandum on the CARES Act’s $454 billion appropriation in funding for Federal Reserve emergency lending programs here.)

As of the publication date of these FAQS, the Federal Reserve has provided only high-level term sheets that detail the requirements of the Main Street Lending Program, and these programs are subject to additional review and comment. Therefore, there may be additional updates on the qualifications and criteria applicable to these programs.

Click here to read the FAQ   >>

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Guidelines to pass Ordinary and Special Resolution by Companies Owing to the threat posed by COVID-19

To ease the impact of disruption caused by the Coronavirus/COVID-19 pandemic and in the spirit of social distancing, the Ministry of Corporate Affairs (“MCA”), through its circular dated April 8, 2020 (“Circular”) and a subsequent clarificatory circular dated April 13, 2020 (“Clarification”), has provided specific guidelines for the companies to take all decisions which are urgent in nature and which require the approval of members of such companies, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot or e-voting, in accordance with the provisions of the Companies Act, 2013 (“CA 2013”). Given that the CA 2013 does not provide for any specific provision in relation to allowing the conduct of shareholders meetings through video conferencing (“VC”) or other audio-visual means (“OAVM”), the general provisions in relation to postal ballot or e-voting under the CA 2013 and the rules framed thereunder shall be applicable for such extraordinary general meetings (“EGMs”).

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