Event 14 Oct. 2022
Curtis Provides Capacity Training to the Government of Uganda
Event 21 Sep. 2022
Kalidou Gadio Speaks at AIEN 2022 International Energy Summit
News 16 Dec. 2022
Curtis Trade Team is top ranked in Chambers Asia-Pacific 2023
Event 06 Dec. 2022
George Kahale Lectures on "Key Issues Facing States in ISDS" at Rashtriya Raksha University
News 27 Jan. 2023
Curtis Italy wins Law Firm of the Year for Arbitration/Energy 2023 at national Italian legal awards
News 09 Dec. 2022
Six Curtis Partners Recognized in Who's Who Legal - Arbitration
Event 22 Nov. 2022
Elisa Botero and Fernando Tupa to speak at the XVI International Congress of Arbitration in Lima, Perú
Event 02 Nov. 2022
Claudia Frutos-Peterson Speaks at the Universidad Externado de Colombia’s 6th Conference on National and International Arbitration
News 27 Sep. 2022
Curtis Boosts Riyadh Office with New Corporate Partner Stuart Davies
News 16 Aug. 2022
Curtis Delivers More Firsts for the Government of Oman in its Defense Against U.S. Trade Measures
Event 08 Nov. 2022
Simon Batifort and Andrew Larkin Speak at the 2022 ASIL Midyear Meeting
Client Alert 30 Aug. 2022
The EU Adopts the “Maintenance and Alignment” Sanctions Package
Client Alert 20 Jul. 2022
The EU Undertakes Fundamental Reform of the Legal Basis for Sanctions Enforcement
Client Alert 24 Jun. 2021
Update on Virtual Notarization (Executive Order 202.7) During the COVID-19 (Coronavirus) Pandemic (Updated: June 24, 2021) — U.S. Insight
Update on Virtual Witnessing (New York Executive Order 202.14) During The COVID-19 (Coronavirus) Pandemic (Updated: June 24, 2021) — U.S. Insight
Client Alert 25 Nov. 2020
The alert is available for download here.
As part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), Congress created Employee Retention Credits (“ERCs”). An ERC is a refundable tax credit against certain employment taxes equal to 50 percent of the “qualified wages” (up to $10,000 per employee) an eligible employer pays to employees after March 12, 2020, and before January 1, 2021. In addition, the CARES Act authorized Paycheck Protection Program loans ( “PPP loans”) under which qualified businesses could obtain forgivable loans.
An entity that has received a PPP loan is ineligible for ERCs. In general, entities under common control are aggregated for purposes of determining the eligibility for both PPP loans and ERCs.
The mutual exclusiveness of the PPP loans and ERCs has created considerable uncertainty in situations where an entity that has claimed ERCs acquires a target entity that has obtained a PPP loan. The issue raised is whether the combination of the entities disqualifies the PPP loan, the ERCs, or both the PPP loan and the ERCs. This issue commonly arise in M&A transactions following the enactment of the CARES Act and has given rise to significant uncertainty in connection with the negotiation and execution of M&A transactions.
On November 16, 2020, the IRS released guidance which clarifies whether an entity’s ability to claim ERCs is impacted by its acquisition of a target entity that obtained a PPP loan. It should be noted that the November 16th guidance does not address the impact of an acquisition on the target’s eligibility for PPP loan forgiveness.
In general, the IRS guidance clarifies a number of issues, including:
The November 16 IRS guidance is arguably unclear whether a stock acquisition treated as an assets purchase pursuant to Section 338(h)(10) of the Internal Revenue Code, an acquisition of a disregarded entity, or an acquisition of a qualified S corporation subsidiary should be treated as a stock or an asset acquisition for the purpose of these rules.
Attorney advertising. The material contained in this Client Alert is only a general review of the subjects covered and does not constitute legal advice. No legal or business decision should be based on its contents.
Marco A. Blanco
Olga R. Beloded
+1 212 696 6000
+41 22 718 3500
+33 1 42 68 72 00
News 19 Jan. 2023
Amrane Medjani To Lecture on “Law of International Contemporary Conflicts” at Sciences Po Paris
News 18 Jan. 2023
Simon Batifort and Andrew Larkin Publish “The Meaning of Silence in Investment Treaties” in the ICSID Review