Corporate Governance & Disclosure
An important part of the firm's securities practice is assisting clients with their disclosure and reporting obligations under the 1933 Act and the 1934 Act and the exchange listing requirements. Stites & Harbison's securities attorneys review and assist in the preparation of periodic reports, proxy statements and news releases for public clients and advise and assist directors and senior executives of the firm's public clients in connection with their reporting and compliance obligations under Section 16 of the 1934 Act. A significant part of our securities and corporate governance practice is devoted to counseling clients on compliance matters under the Sarbanes-Oxley Act. The firm's attorneys have rendered advice and prepared proxy material for matters ranging from routine annual meetings to special voting items such as defensive charter amendments. The firm has also prepared numerous reorganization proxy statements, including disclosure statements for both cash and stock acquisitions. For new public companies, Stites & Harbison assists in the development of procedures for complying with public reporting requirements and compliance procedures for monitoring and reporting trading activities in company securities by directors and officers.
The firm's attorneys also counsel corporate clients concerning general corporate law. In particular, Stites & Harbison advises boards of directors on corporate governance matters, including issues relating to executive compensation, shareholder rights and remedies, anti-takeover defenses and shareholder rights plans.
Representative Transactions:
- Issuer counsel for public offering of common stock by Steel Technologies Inc.
- Issuer counsel for public offering of trust preferred securities by S. Y. Bancorp, Inc.
- Underwriters’ counsel for public offering of convertible subordinated notes by CompuDyne Corporation
- Investor counsel for purchase of convertible preferred stock and common stock of Res-Care Inc. by Onex Partners
- Company counsel for Series B venture capital investment in China-based pharmaceutical company
Stites & Harbison Welcomes Walter J. Dunn
ALEXANDRIA, Va.—Stites & Harbison, PLLC welcomes attorney Walter J. Dunn to the firm as a Member (Partner).
Brian A. Cromer Named to 2021 Bingham Fellows Class
LOUISVILLE, Ky.—Leadership Louisville recently announced that Stites & Harbison, PLLC attorney Brian A. Cromer is one of 47 community leaders selected for membership in the 2021 Bingham Fellows class.
The New Stimulus Package and the Next Round of Paycheck Protection Program Loans
The Consolidated Appropriations Act, 2021 (the “Appropriations Act”), one of the longest bills ever passed in the history of the U.S. Congress, was signed into law on December 27, 2020. This legislation provides approximately $900 billion in new stimulus funding, of which $284 billion has been allocated to the Paycheck Protection Program (“PPP”).
Paycheck Protection Program Loans Guidance
Time: 10:00 a.m.
Webinar
Stites attorney Brian Cromer will be one of the speakers discussing what has changed for this new round of funding and how to make use of the Paycheck Protection Program.
PPP Update: AGC Lawsuit Hammers Away at the SBA, Alleging Violations of Borrowers’ Constitutional Rights
The Associated General Contractors of America, Inc. (“AGC”), the U.S. construction industry’s largest trade association, has taken dead aim at the controversial Paycheck Protection Program (“PPP”) loan necessity questionnaire (the “Questionnaire”) that was recently introduced by the U.S. Small Business Administration (“SBA”) and the so-called PPP “necessity” certification (the “Necessity Certification”). The Necessity Certification is the SBA requirement that PPP loan applicants certify in good faith that economic uncertainty makes the loan request necessary to support ongoing operations.
Restart Kentucky: Payroll Protection Program Loan Forgiveness
Time: 10:00 a.m.
Louisville office attorney Brian Cromer will be a panelist for this webinar discussing the Payroll Protection Program on September 11, 2020.
Bert Wolf Named Stites & Harbison’s Memphis Office Executive Member
MEMPHIS, Tenn.—Stites & Harbison, PLLC attorney Herbert B. Wolf Jr. (Bert) has been named Office Executive Member for the Memphis, Tenn., office.
SAFE TO WORK Act Would Provide Liability Protections for Coronavirus-Related Claims
On July 27, 2020, Senator John Cornyn, for himself and Senate Majority Leader Mitch McConnell, introduced the SAFE TO WORK Act (the “Act”) as part of the Senate’s new $1 trillion stimulus proposal. This bill would provide significant liability protection for claims related to the coronavirus brought against businesses, educational institutions, health care providers, non-profits and government agencies.
Boyle County Industrial Foundation Elects David Longenecker to its Board of Directors
LEXINGTON, Ky.—The Boyle County Industrial Foundation (BCIF) Board of Directors recently elected Stites & Harbison, PLLC attorney David Longenecker as a new director. He will serve a three-year term.
PPP Loan Application Extension Signed Into Law As Congress and White House Debate Repurposing of Funds
On Saturday, July 4, 2020, following a surprise vote by the U.S. Senate earlier in the week and quick passage in the House of Representatives, a bill extending the Paycheck Protection Program (“PPP”) loan application deadline from June 30, 2020 to August 8, 2020 was signed into law by the President. However, with a recently reported $130 billion out of the $669 billion in total funding allocated to this stimulus program still unspent, policymakers in Washington are considering whether these monies should be repurposed.
U.S. Senate Unexpectedly Passes Bill Extending PPP Application Deadline
On the evening of June 30, 2020, a few hours before the Paycheck Protection Program (“PPP”) loan application deadline was set to expire, the U.S. Senate unanimously passed a bill amending the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to extend the deadline from June 30 2020 to August 8, 2020.
PPP Loan Update: Safe Harbor Repayment Deadline Extended from May 7, 2020 to May 14, 2020
In connection with the application process for a Paycheck Protection Program (“PPP”) loan, borrowers are required to certify in good faith that “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”