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Paycheck Protection Program and Health Care Enhancement Act

April 27, 2020 Mark Fulton

LOANS TO SMALL BUSINESSES

On Friday, April 24, 2020, President Trump signed into law the Paycheck Protection Program and Health Care Enhancement Act (“PPP Enhancement Act”) which allows continuation of the Paycheck Protection Program loan program (PPP), administered by the Small Business administration (SBA). The PPP Enhancement Act adds $310 billion to the $350 billion that was previously allocated to this program and quickly spent to fund loans for small businesses. $60 billion of the new funding is set aside for PPP loans from small banks, community financial institutions, and credit unions, with the objective of increasing the number of loans to smaller businesses. Processing of previously filed but not yet funded applications is scheduled to begin on Sunday, April 26 and new Applications on Monday, April 27.

Eligibility. Generally a business is eligible for a PPP loan if it has 500 or fewer employees whose principal residence is in the United States. Also eligible for PPP loans are independently owned franchises, non-profit (501(c)(3) organizations, sole proprietorships, the self-employed and independent contractors, that meet the 500 or fewer employee and U.S. residency requirements. In addition, agricultural producers, farmers and ranchers are eligible for loans if they otherwise meet the eligibility requirements.

Use of Loan Proceeds. The PPP loan guarantees a business eight weeks of payroll and other costs to enable the business to remain viable and to pay wages and benefits to its employees. Therefore, under this Program, at least 75% of the loan proceeds must be used for the following payroll costs:

• Salary, wages, commissions, tips (capped at $100K per employee)

• Employee benefits including costs for vacation, parental, family medical or sick leave

• State and local taxes assessed on compensation (capped at $100K per)

• For Sole Proprietors: wages, commissions, income, or net earnings from self-employment (capped at $100K)

• Seasonal businesses: average monthly Payroll Costs between Feb 15 and Jun 30 (capped at $100K per)

• New Business: average monthly Payroll Costs from Jan 1 to Feb 29 (capped at $100K per)”

Special rules apply in determining the amount of “payroll costs” for independent contractors and sole proprietors. This means that even individuals that own a business, but have no payroll costs, may be eligible for a PPP loan.

In addition to payroll, 25% of the loan amounts may be used for the following:

• Rent and lease costs defined as rent obligations obtained under an agreement in force before February 15, 2020.
• Utility costs defined as payment for service of electricity, gas, water, transportation, telephone, or internet access for which service began before February 15, 2020
• Mortgage interest paid on mortgages incurred before February 15, 2020

Size of Loan. Generally, the maximum loan amount is the lesser of (1) $10 million, or (2) 2.5 times the average total monthly payments by the applicant for payroll costs. Borrowers may base aggregate payroll costs and employee counts on either calendar year 2019 or the 12-month period preceding the application.

Loan Forgiveness. A major benefit of the PPP loan is that it may be forgiven if the loan proceeds have been spent on qualifying costs. During the 8-week period following the day the funds are transferred into the borrower’s account, the “loan origination date” (Covered Period), the borrower may have debt forgiven to the extent the amounts are paid or incurred for payroll costs, interest on mortgages, rent, and utilities, as described above. Any debt forgiven will not be taxable to the borrower.

Reduction of Amount Forgiven, The PPP is designed to help businesses maintain employees during this economic downturn. With that as the goal, if the business experiences a reduction of its workforce or a reduction of salaries and wages during the Covered Period, the loan forgiveness is reduced. calculated as follows: the amount of the projected loan forgiveness is multiplied by a fraction the numerator of which is the monthly average full- time equivalent (FTE) employees during the Covered Period and the denominator is the monthly average FTE employees during either the period February 15, 2019 – June 30, 2019, or January 1, 2020 – February 29, 2020; this represents the amount that is not forgiven. For seasonal employers, the measurement period is February 15, 2019 – June 30, 2019.

Example: Springtime Company received a PPP loan. Following the Covered Period, Springtime Company determines its potential loan forgiveness amount is $100,000. The average number of FTEs during the Covered Period (the 8 weeks post-loan origination) is 100. The average number of FTEs from February 15, 2019 – June 30, 2019 is 200. Based on these values, the amount of loan forgiveness is $50,000 calculated as follows: 100 / 200 x $100,000. The remaining balance of the PPP loan will be guaranteed by the SBA and have a maximum 10-year maturity. The current loan maturity term is two years.

In addition to workforce reduction, a salary reduction may also cause a reduction in the loan amount forgiven. The amount of loan forgiveness is reduced by any reduction in the salary of certain employees (only employees that earned less than an annualized rate of $100,000 a year during 2019 are counted) that is in excess of 25% of the total salary of the employee during the most recent full quarter during which the employee was employed.

Example Summer Company receives a PPP loan. After the Covered Period (8-week period following the loan origination date), Summer Company determines that its potential loan forgiveness amount is $100,000. Employee A worked for Summer Company last year. Employee A has a salary of $80,000. During the first quarter of 2020, Employee A’s salary was $20,000. If Summer Company reduces Employee A’s salary by more than $5,000 a quarter (more than 25% based on most recent full quarter salary, calculated), the amount in excess of $5,000 must reduce the loan forgiveness.

Effect of Re-Hiring

If the business is able to re-hire employees and restore salaries by June 30, 2020, the business is not required to reduce the loan forgiveness.

Thus, furloughing or laying off employees prior to the PPP loan does not prohibit a business from applying or receiving a loan but the amount of the forgiveness may be diminished if the employees are not re-hired.

To the extent the PPP loan is not forgiven, it will have:

• A 2-year term (decreased from the maximum maturity of 10 years under the Act),
• An interest rate of 1% (increased from prior Treasury guidance that set the interest rate at 0.5%),
• Principal and interest deferred for 6 months.

Economic Injury Disaster Loan (EIDL) Program

In addition to the PPP loans, the Cares Act also “re”-funds the SBA administered Economic Injury Disaster Loan (EIDL) program, adding $20 billion to it. An EIDL is a loan of up to $2 million designed to help small businesses that experience an economic hardship as the result of a declaration of disaster. Generally the loan may be used to pay fixed debts, payroll, accounts payable Increased costs due to supply chain disruption and other operating expenses that could have been paid had there not been a disaster. However, specific loans depend upon the actual amount of economic injury that a business has suffered; this amount is determined by the SBA on a case-by-case basis after the business applies.

For the period January 31, 2020 – December 31, 2020, businesses eligible for an EIDL include any business with not more than 500 employees, small businesses as otherwise defined under this program, sole proprietorships, independent contractors, non-profits, ESOPs, agricultural enterprises (subject to the SBA’s affiliation rules governing financial assistance programs).

EIDL terms are for 30 years, and interest rates are capped at 3.75% for small businesses (2.75% for non-profits). The first month’s payments are deferred a full year from the date of the promissory note.

In addition, the business may request an advance on its EIDL loan of up to $10,000 (“Grant”) to pay allowable working capital needs which will be disbursed within a short time of applying. This Grant is not required to be repaid, even if an eligible borrower is ultimately denied an EIDL. The amount of the EIDL in excess of the Grant is not eligible for forgiveness.

A business may qualify for both an EIDL and a PPP loan, but the funds must be applied toward different expenses. In addition, if the business receives an EIDL and a PPP loan, the amount of the Grant will be subtracted from the amount forgiven under the PPP loan.

Since SBA loans are made on a first-come, first-served basis, IT’S TIME TO APPLY FOR PPP AND EIDL LOANS, before the funds are depleted.

Filed Under: Uncategorized

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John W. Davis

John W. Davis is a graduate of Hamilton College (B.A., 1979) and Emory University School of Law (J.D., 1982) where he was a member of the Board of Editors for the Emory Law Journal.

He concentrates his practice in bankruptcy, loan workout, foreclosure, debtor/creditor rights, and commercial lending and has had substantial experience in estate planning, real estate and banking law over the years.

In his current bankruptcy practice, he represents debtors seeking protection under the bankruptcy laws as well creditors seeking to enforce their rights or protect their interests while a matter is in bankruptcy. He has appeared in federal bankruptcy court in both Massachusetts and Connecticut.

John has been active in civic and charitable organizations over the years; most notably, he was for many years a Co-Chairperson of, and a volunteer in, the western Massachusetts section of The M. Ellen Carpenter Financial Literacy Program, a joint program of the U.S. Bankruptcy Court for the District of Massachusetts and the Boston Bar Association designed to provide basic financial awareness to area high school students.

John resides in Longmeadow, Massachusetts and, among his interests, has special interests in golf, running and aviation.

PRACTICE AREAS: Bankruptcy; Loan Workout; Foreclosure; Creditors’ Rights; Estate Planning; Real Estate; and Commercial Lending.

Peter W. Shrair

Peter W. Shrair has held the position of Managing Principal at Cooley, Shrair P.C. since 2008.  A 1983 graduate of Hobart College, Peter graduated with honors from the Boston University School of Law as an Edward F. Hennessey scholar in 1986 and later earned a Masters Degree in Taxation from the Boston University School of Law.

Peter was admitted to the Bar of the Commonwealth of Massachusetts in 1986, the United States District Court for the District of Massachusetts in 1987, the United States District Court for the District of Connecticut in 1998 and to the Bar of the State of New Hampshire in 2012.  He is also admitted to practice before the United States Tax Court. Peter is a member of the Hampden County Bar Association, the Massachusetts Bar Association, the New Hampshire Bar Association and the American Bar Association.

After completing his education, Peter returned to Springfield, Massachusetts. He has developed a comprehensive practice in Commercial Real Estate Law, including acquisitions and commercial leasing, Corporate and Business Law, Banking Law, including load documentation, Creditor’s Rights and Commercial Law. He has lectured and written on these subjects.

His goal is helping the firm’s clients to achieve their objectives in a timely fashion and in a cost-effective manner. His legal knowledge, together with his experience and goal-oriented personality, results in the successful completion of legal assignments. He is known for being direct and always available to get the job done. Peter’s goal is to make each client feel like he/she is the only client of the office.

Peter has served on the Board of Directors and as treasurer of Jewish Nursing Home of Western Massachusetts, Inc., a 200-bed skilled nursing home. He served on the steering committee of Jewish Family Services. He served as President for Longmeadow Montessori International, Inc., was a director and executive committee member of the MacDuffie School and a board member of the Academy Hill Center for Gifted Children. Peter is an Officer and Director of the Society of Everett Barney, a 501 (c) (3) tax exempt organization operating to help raise funds for the Springfield Parks system and serves on the Advisory Board of Directors for the Springfield Ronald McDonald House and is on the board of Directors for the Ronald McDonald House Charities of Connecticut & Massachusetts.  Peter was also on the board for the Greater Springfield Habitat for Humanity, and he has donated significant time to various charitable and civic organizations.

Peter enjoys water & snow skiing, hiking and outdoor obstacle course racing.  He is a “fitness junkie” and has competed in two Tough Mudders™, Spartain Super, three Spartan Sprints™, The Bone Frog, Warrior Dash, Rugged Maniac, and the World championship course at the Spartan Beast™ in Killington Vermont.  Please email Peter if you want information about training for such events.

PRACTICE AREAS: Commercial Real Estate Law including Acquisitions and Commercial Leasing; Corporate  and Business Law; Banking Law, including Loan Documentation; Creditor’s Rights and Commercial Law.

Alison E. Shimel

Alison E. Shimel joined Cooley Shrair as an Associate Attorney and is the most recent attorney to join our firm. Alison graduated with honors from the University at Albany in 2017 with her B.A. in English. She also graduated with honors from Albany Law School of Union University in 2019 after completing an accelerated law program.

Alison focuses her practice on the areas of general business law and commercial real estate and works with a broad range of clients, including developers, landlords, banks and general business clients. Alison is a member of both the Massachusetts Bar Association and the Connecticut Bar Association.

In her free time, Alison is an avid reader and enjoys hiking with her Golden Retriever, Maya. Alison is a life-time resident of the Pioneer Valley and currently resides in Wilbraham, Massachusetts.

PRACTICE AREAS: Commercial Real Estate Law including Acquisitions and Commercial Leasing; Corporate  and Business Law; Banking Law, including Loan Documentation; Creditor’s Rights and Commercial Law.

Leonardo

Leonardo Shrair

Firm Mascot February 4, 2018 – Present

Leo took the office by storm following Motzart’s death. He is a 68 pound Bernadoodle. Hailing from Grand Rapid’s Michigan Leo was quickly indoctrinated to working in the quick paced environment at Cooley Shrair. His passion for paper-work was demonstrated early on after eating an original $27,000,000 promissory note at a closing. That habit has been broken and we are proud to say that he is office friendly in all respects. He thinks of himself as a lap dog and he is happy to attend even the most difficult of meetings where he often is found snuggling up the person(s) who need it most.

If not at the office he can be found at the beach or hiking in the mountains.

 

Motzart

Motzart Shrair, a 90-pound Golden Doodle, was born on September 4, 2007, in Missoula, Montana and was appointed mascot of Cooley, Shrair P.C. shortly after relocating to Springfield.  Since that time, he has been a fixture in the law firm.  Motzart has developed a long list of loyal clients who often come to visit him to scratch him behind his ears or rub his belly.  Motzart is especially fond of attending contract negotiations and he is happy to assist with the cleaning of a conference room if food drops during a meeting.  He is full of life, love and can help take the edge off of many difficult situations.

He enjoys hiking, swimming and snowshoeing.

David A. Shrair

David A. Shrair joined the firm of Cooley and Cooley in 1960, after graduating with honors from Boston University School of Law; where among other successful scholastic accomplishments, he was a Senior Editor of the Boston University Law Review.  In 1978, David became Managing Principal of the firm, a position he held for the next 30 years.  In 1991, the firm transitioned to its current name, Cooley, Shrair P.C.

David was admitted to the Bar of the Commonwealth of Massachusetts and to the United States District Court for the District of Massachusetts in 1960 and is a member of the Massachusetts Bar Association.

David chairs the business practice group of Cooley Shrair.  His primary emphasis is on the areas of business law, commercial real estate development and financing, and institutional and educational not-for-profit law. For the past 30 years David has been actively involved in all legal aspects of the food distribution business. His clients included the major private independent food distributor east of the Mississippi, and currently include the largest privately owned food distributor to convenience stores in New England as well as supermarket companies of all sizes, including the largest privately owned supermarket chain in New England.

His activities take him throughout New England and across the country. In connection with his representation of a medium-sized private college, David is an active member of the National Association of College and University Attorneys.

In counseling business clients, David will structure the type of entity, all forms of governance agreements between the various owners, as well as the necessary vehicles for the succession plans of those businesses, including the use of family limited partnerships and dynasty trusts.

David serves on many charitable and public boards including the Springfield Library and Museums Association, the Springfield Performing Arts Development Corporation “City Stage” as well as serving as past president and current Executive Committee member of Jewish Geriatric Services, Inc.  He also served as a Trustee of the Jewish Endowment Foundation of Western Massachusetts for 12 years.

David is an avid golfer and spends free time during the warm weather trying to improve his game when he is not servicing the needs of his clients.

PRACTICE AREAS: Mergers and Acquisitions Law; Corporate Law including Charitable Corporate Law; Tax Law; Commercial Real Estate Law; Private Education Law.

Robert L. Dambrov

Robert L. Dambrov is a 1969 graduate of the University of Massachusetts and a 1972 graduate of Boston College Law School.

Robert has developed a comprehensive practice in Public Education, Labor and Employment Law, and Discrimination Law (as well as Social Security Disability  and Personal Injury Law) which includes practices in both the private and public sectors before the National Labor Relations Board (NLRB), the National Mediation Board (NMB), and the Commonwealth Employment Relations Board, formerly the Massachusetts Labor Relations Commission, regarding union representation/decertification elections and defense of unfair labor practice charges; the negotiation and administration of collective bargaining agreements including participation in grievance meetings and arbitration hearings; equal employment opportunity matters including

discrimination complaints before the Equal Employment Opportunity Commission (EEOC), the Massachusetts Commission Against Discrimination (MCAD), the Connecticut Commission on Human Rights and Opportunities (CHRO),  and the Office of Federal Contract Compliance Programs (OFCCP); wage and hour issues before the U.S. Dept. of Labor and related state agencies; state unemployment compensation hearings; matters before the Occupational Safety and Health Administration (OSHA) and related state agencies; issues under the Family and Medical Leave Act (FMLA); other employment matters including terminations and other discipline; review and preparation of personnel policies and employee handbooks; presenting seminars; conducting training sessions for supervisors; and performing risk management audits.

Robert is admitted to the Bar of the Commonwealth of Massachusetts, the United States District Court for the District of Massachusetts, the United States District Court for the District of Connecticut, the First Circuit Court of Appeals, and the United States Supreme Court. He is a member of the Hampden County Bar Association and the Massachusetts Bar Association, including its Labor and Employment Law section.

Robert serves on the Board of Directors of the Willie Ross School for the Deaf and Temple Beth El and is a member of the Springfield Rotary Club, the latter of which he is a Paul Harris Scholarship Award recipient.

Bob enjoys the outdoors – hiking, golfing and gardening.  Contact him for good hiking trails.

PRACTICE AREAS: Public Education; Labor and Employment Law; Social Security Disability; Personal Injury; Discrimination Law.

Dawn D. McDonald

Dawn D. McDonald, partner with Cooley Shrair, graduated from Westfield State College with a Bachelor of Science in Business Management in 1991.  In May of 2000, she received her Juris Doctor from Western New England College School of Law.  Attorney McDonald was admitted to the Bar of the Commonwealth of Massachusetts in January 2001; to the Bar of the State of Connecticut in May 2001; to the United States District Court of Massachusetts in February 2001; to the United States District Court of Connecticut in November 2002; and to the First Circuit Court of Appeals, June 2004. She is a member of the Litigation and Employment Law Sections of the Massachusetts Bar Association and a member of the Hampden County Bar Association.

Dawn manages Cooley Shrair’s complex litigation in the areas of Employment and Labor Law, Commercial Litigation, Bank Litigation, Connecticut Foreclosures, Personal Injury, Insurance Defense, Product Liability, Civil Rights, Civil Litigation and Divorce and Family Law. She has represented both private and public sector clients in matters involving employment law, labor law and education law. Dawn is currently handling matters involving corporate freeze-outs, partnership disputes, consumer protection, contract disputes, employment discrimination, personal injury, bank litigation, commercial litigation, fraud, divorce and family matters and violations of state and federal civil rights. She has negotiated labor contracts, conducted internal investigations into allegations of employment discrimination and advised clients in contract administration and employee discipline matters. Dawn has also conducted trainings and seminars related to employment matters.

In addition, Dawn has represented clients before both Federal and Massachusetts State Courts, the Massachusetts Court of Appeals, the First Circuit Court of Appeals, the Massachusetts Commission Against Discrimination, Massachusetts Civil Service Commission, Massachusetts Labor Relations Commission, Massachusetts Department of Industrial Accidents, Massachusetts Department of Employment and Training, Connecticut State and Federal Courts, the Connecticut Commission for Human Rights and Opportunities, and the State of Connecticut Department of Labor, Employment Security Appeals Division.

In her free time Dawn enjoys traveling and is an avid scuba diver and underwater photographer both in New England and abroad.  If you are looking for a diving hot spot, feel free to give Dawn a call to ask her about her favorite destinations.

PRACTICE AREAS: Labor and Employment Law; Discrimination Law; Commercial Litigation; Bank Litigation; Personal Injury; Product Liability; Complex Civil Litigation; Insurance Defense; Civil Rights (State and Federal); Domestic Relations Law; Connecticut Civil Litigation and Foreclosure, Divorce and Family.

Susan A. McCoy

Susan A. McCoy, partner with Cooley Shrair, manages our Estate Planning department. An Agawam native, Susan brings a diverse background of legal experience assisting clients with their personal and business planning.

She is a graduate of the University of Massachusetts at Amherst (B.A., English) and the Western New England College School of Law (JD, 1996, cum laude). Susan received the American Jurisprudence Award in Torts in 1994, and was a member of the Law Review from 1994-1995.

Susan is a member of the National Association of Elder Law Attorneys, the Massachusetts Bar Association, the Hampden County Bar Association, Western Mass Eldercare Professionals Association and the Estate Planning Council of Hampden County. Susan was a 2010 recipient of BusinessWest’s “40 Under Forty” award and was recognized in 2012 as one of the top twenty-five “Women To Watch” by Western Massachusetts Woman’s Magazine.

Susan provides a broad spectrum of estate and trust planning services for our clients, ranging from simple plans for young families to more sophisticated estate tax plans and planning for children with special needs.

She also focuses her practice on meeting the needs of elders in our community, providing elder law planning for those preparing for the increasing costs of nursing home care, as well as assistance with Medicaid/MassHealth applications.

Representing small, closely-held businesses, Susan provides assistance with formation, financing, succession planning and general business needs.

In addition to assisting with planning needs, Susan also provides her clients with assistance in all matters of residential and commercial real estate, including purchases, sales and refinances.

Susan has spoken on many topics in the community, including the annual Elder Law Education Program, sponsored by the Massachusetts Bar Association and to the National Association of Tax Preparers, Massachusetts Chapter, as well as many local libraries and senior centers.

She is involved in community activities, serving on the Board of Trustees for the Mason-Wright Foundation, as well as Secretary, on the Board of Directors for the United Way of Pioneer Valley, Inc., as a founding member of the Women’s Leadership Council for the United Way, as well as having assisted the Thomas J. O’Connor Animal Shelter in the formation of a non-profit fundraising foundation.

Susan enjoys exploring the outdoors, hiking and mountain biking, with her two children. She currently resides in Agawam, where she can frequently be found on the sidelines, supporting her children in their sporting activities.

PRACTICE AREAS: Estate Planning; Elder Law; Medicaid Planning; Estate Administration; Probate; Real Estate; Corporate Law.

Rona S. Fingold

Rona S. Fingold is a 1973 Boston University graduate and a 1978 graduate of Boston University School of Law.  In addition, Rona received a Master of Science in Taxation from the Boston University Graduate School of Tax program in 1983.  Rona, formerly a tax partner at Cooley Shrair, is now Of Counsel, providing valuable estate and tax planning advice and consultation for our clients from her home in Florida. Rona’s areas of focus for more than 25 years have been general tax, estate planning and tax exempt organizations.

Prior to joining Cooley Shrair, Rona was Tax Counsel to the Massachusetts Department of Revenue Rulings and Regulations Bureau. She was also employed by the Boston office of PricewaterhouseCoopers (formerly Coopers & Lybrand), a multinational CPA firm. Since her departure from Cooley Shrair in 2001, Rona served as an estate tax planner for RSM McGladrey, a multinational CPA firm, that focuses on closely held businesses and their owners and she continues to provide estate planning consulting services to RSM McGladrey. In addition, she is a consultant to Lexington Family Office Services, an organization that provides comprehensive financial, tax and asset protection planning to high net worth individuals.

She is admitted to the Massachusetts Bar. She is a board member of the Council on Aging in Volusia County and the Volusia County Jewish Federation.

Rona is a frequent speaker at seminars regarding tax, estate planning, charitable giving and elder law.

She received her BA degree (magna cum laude) from Boston University, M.S.W., Specialty in Gerontology from the University of Michigan, and law degree and Master of Taxation (LLM) from Boston University School of Law.

PRACTICE AREAS: Estate and Trust Planning; Taxation; Business Succession Planning; Elder Law.