KMK Law Corporate & Securities Blog

On March 25, 2020, the SEC extended its March 4 Order granting exemptions to reporting and proxy delivery requirements for public companies. The SEC’s Division of Corporation Finance also issued Disclosure Guidance Topic No. 9 – Coronavirus (COVID-19).

Today, the Governor of Indiana issued a Stay at Home Order applicable to all Indiana residents and all business activities in the State of Indiana. The definition of Essential Business and Operations are substantially similar to those provided for in the Illinois and Ohio orders. The other restrictions on Indiana residents and businesses are also substantially similar. The Executive Order becomes effective at 11:59 p.m. on March 24, 2020 and remains in full force and effectual until 11:59 PM on April 6, 2020. A copy of the Order can be found here.

As you are probably aware, the State of Ohio issued a "Stay at Home Order" requiring, with certain exceptions, all individuals currently living within the State of Ohio to stay at home or at their place of residence and that all non-essential businesses and operations must cease.

On March 19, 2020, the SBA approved Ohio’s application to qualify for the Economic Injury Disaster Loan Program. Small businesses in Ohio may now apply directly to the SBA for low interest working capital loans of up to $2 million.

As many businesses enter uncharted territory as the coronavirus pandemic reaches new heights, we have received numerous inquiries regarding the Economic Injury Disaster Loan Program. This update will address three questions: (1) When will the funds be available to Ohio businesses under the Economic Injury Disaster Loan Program, (2) Who classifies as a “small business?” and (3) is collateral required?  

On March 15, 2020, Governor Mike DeWine and Lieutenant Governor Jon Husted announced that the Ohio Development Services Agency (“ODSA”) has started the process to make low interest, long term working capital loans from the U.S. Small Business Administration (the “SBA”) available to Ohio businesses and non-profits that have been severely impacted by the coronavirus (“COVID-19”) pandemic. 

On the afternoon of Friday, March 13, 2020, the SEC published guidance to assist public companies, investment companies, shareholders, and other market participants affected by COVID-19 with upcoming annual shareholder meetings.

As the disease known as COVID-19 (the “Coronavirus”) continues to increase its impact on commerce, human health and capital markets, all public companies should assess the impact of the Coronavirus on their SEC filings and shareholder engagement.

Yesterday, the Ohio Senate introduced a Revised Ohio LLC Act which would amend and replace Chapter 1705 with Chapter 1706 of the Ohio Revised Code.  Ohio’s original LLC Act was adopted by the Ohio General Assembly in 1994.  This would represent the first comprehensive update to the statute since then.  The Bill is based on the American Bar Association’s Revised Prototype Limited Liability Company Act.  Among other advancements, if adopted, S.B. 276 would result in Ohio becoming the 17^th state to allow for Series LLC’s.

The full Ohio Revised Code can be found here.

It is important for companies to take into consideration the following when preparing annual reports and proxy statements in 2020.