Corporate Law

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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COVID-19 and Force Majeure: Navigating Exceptional Times as a Business

By Sharon G. Druker, Geneviève Goulet, Sara Laraichi, Elyssa Leiberman and Sydney Warshaw, from our Business Law Practice Group

April 15, 2020 — Everything has changed since the World Health Organization declared COVID-19 a pandemic on March 11, 2020, and it has since become increasingly clear that its impact will be felt across every level of society and industry. Businesses and individuals, reeling from the economic impacts of COVID-19, are wondering how it will impact their various contracts, legal obligations and commitments. In particular many are wondering if force majeure, an often under-considered element of most contracts, is relevant at this exceptional time.

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Bombay High Court: No benefit to Petitioners seeking Force Majeure owing to Covid-19 outbreak

Judgment: Standard Retail Pvt. Ltd. V/s M/s. G. S. Global Corp & Ors. with Integral Industries Pvt. Ltd. V/s M/s. G. S. Global Corp. & Ors.; Vinayaga Marine Petro Ltd. & Anr. V/s M/s. G. S. Global Corp. & Ors.; Hariyana International Pvt. Ltd. V/s M/s. Hyundai Corporation & Ors. and Prabhat Steel Traders Pvt. Ltd. V/s M/s. Hyundai Corporation & Ors. [Commercial Arbitration Petition Nos. 404, 405, 406, 407 and 408 of 2020],

Forum: Hon’ble High Court of Judicature at Bombay (“Court”)

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Update: Business Interruption Insurance in the Time of COVID-19

On March 23, 2020, shortly after the Governors of California, New York, Connecticut and New Jersey issued orders closing non-essential businesses, we recommended that businesses review their insurance policies to determine if they had either business interruption coverage or civil authority coverage that might be available to lessen the economic blow of COVID-19.  As explained here, business interruption coverage generally allows a business to recover certain losses in the event that the business suffers physical damage or loss that prevents it from operating its business, whereas civil authority coverage, generally allows a business to recover losses when it a civil authority issues an order that closes a business or prevents it from normal operations.  We also recommended that businesses submit any claims expeditiously because virtually all policies require policy holders to submit claims “promptly,” and the failure to do so provides a basis to deny a claim.

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COVID-19 related Frequently Asked Questions (FAQs) on Corporate Social Responsibility

Taking into account the references/representations received from various stakeholders seeking clarifications on eligibility of CSR expenditure related to COVID-19 activities, a set of FAQs along with clarifications has been provided by the Ministry of Corporate Affairs (“MCA”) for better understanding of the stakeholders vide its General Circular No. 15/2020 dated 10th April 2020.

The brief overview of the clarifications issued by MCA are as follows:

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The supervening impossibility of the performance and the force majeure at the time of Covid-19 in the Italian legal system

The supervening impossibility of the performance and the force majeure at the time of Covid-19 in the Italian legal system
From EXP Legal Contractual Law Team. The crisis resulting from the Covid-19 epidemic is having…

The question arises with particular regard to leasing relationships, whether commercial or for residential use, but is to be considered interpretatively and abstractly extended to any type of contract.

Of course, the problem arises in cases where the parties have not explicitly intended to regulate in the contract the occurrence of an interrupting or suspensive event regarding the obligations undertaken, and therefore in cases where no instances of supervening impossibility and/or force majeure have been typified, which may render the breach or delay in the fulfillment of one or both parties legitimate.

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