The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act“) approved by Congress and signed by the President on March 27, 2020 will provide approximately $2 trillion in financial assistance to businesses and individuals to combat the effects of the COVID-19 pandemic. This client alert focuses on key provisions of Title I of the CARES Act (Keeping American Workers Paid and Employed Act) that we believe are particularly relevant for asset managers and other businesses able to meet the small business eligibility requirements for the Small Business Administration (the “SBA“) loan programs that have been expanded under the CARES Act.

These programs are: (i) the Paycheck Protection Program (“PPP“), which is an expansion of the SBA’s 7(a) loan program, and (ii) the Economic Injury Disaster Loan program (the “EIDL“) of the SBA. Up to $359 billion of loans are expected to be made available under the PPP and EIDL. While the SBA eligibility standards have been relaxed for these programs, a number of noteworthy limitations apply, in particular the apparent continued applicability of the SBA’s affiliation rules (which, in their current state, are likely to make it challenging for many private equity-backed companies to take advantage of the PPP and/or the EIDL).

For more information about the Federal Reserve System’s $500 billion liquidity program that is geared toward certain larger businesses under Title IV of the CARES Act, see here.

Paycheck Protection Program (PPP)

Expanded Eligibility and Uses for 7(a) Loans

Title I of the CARES Act expands the existing 7(a) SBA loan program, which is the SBA’s primary program for providing financial assistance to small businesses. Under the PPP, the following businesses (including certain not-for-profits) will generally be eligible until June 30, 2020 for loans to cover operational costs such as payroll, group health benefits, mortgage interest payments, rent, utilities, and interest payments on pre-existing debt obligations:

  • businesses that generally have, together with their affiliates: (i) not more than 500 employees (or if the employee head count set forth in a list provided by the SBA in respect of the NAICS industry code of such business is higher, such higher number);[1]
  • hospitality businesses with not more than 500 employees per location;
  • independent contractors; and
  • other businesses that meet the existing SBA small business size standards (based on employee headcount or average annual receipts for the prior 3 completed fiscal years as set forth in a list provided by the SBA in respect of the NAICS industry code of such business).

Employees are included in total head counts whether they are engaged on a full, part-time, or other basis.

Certain businesses – including real estate investment firms holding property for investment purposes, financial businesses primarily engaged in the business of lending (such as banks, finance companies, and factors), and gaming companies with one-third or more of their annual gross income derived from gambling operations – are ineligible to receive standard 7(a) loans under the existing SBA rules. While it appears that such businesses are likewise ineligible to receive PPP loans, the SBA’s impending rules and regulations implementing PPP may ultimately provide clarity.

Affiliation Rules

When determining whether the applicable size standards are met for SBA loan eligibility, SBA affiliation rules require a business to aggregate the number of its employees (or receipts), together with all employees (or receipts) of its domestic and foreign affiliates.

Affiliates in this context means any entities controlled by, or under common control with, the applicant business. The SBA affiliation rules broadly define “control”, and historically, the SBA has broadly construed its affiliation rules. In determining affiliation, the SBA exercises its judgment on a case-by-case basis and considers a number of factors and circumstances set forth in the SBA regulations when assessing control including ownership, management, previous relationships with or ties to another concern, and contractual relationships. Further, in determining affiliation, the SBA applies an unrebuttable presumption that a person owning 50 percent or more of the voting stock of a business is an affiliate of that business. In addition, any entity owning a large block of voting stock, or otherwise having governance rights, negative or positive, enabling it to exercise control over the business, may also be an affiliate.

In the context of an applicant business with a private fund investor, the affiliation rules will generally require an analysis of the affiliate relationship between the investing fund and the applicant business, as well as the private fund and its other portfolio companies to determine if the employee head-count and/or receipts of the sponsor and/or other portfolio companies of the sponsor will potentially cause the applicant to exceed the SBA size thresholds. The CARES Act waives these rules for only three specified types of businesses: (i) businesses in the accommodation and food services sector (NAICS code beginning with 72), (ii) franchises assigned a franchise identifier code by the SBA, and (iii) businesses receiving financial assistance from an approved Small Business Investment Company (e.g., from an SBIC fund).

PPP Loan Size & Terms

The CARES Act provides that the maximum size of a PPP loan is 2.5 times the average monthly “payroll cost” during the year prior to the loan (plus the amount of any EIDL being refinanced that was received prior to availability of PPP loans), subject to a cap of $10 million. In addition to employee compensation, payroll costs include certain paid vacation and leave, cash tips, severance payments, group healthcare benefits, retirement benefits, payroll taxes, and payments to independent contractors. Payroll costs do not include the amount of an employee’s compensation that exceeds $100,000.

The loans will carry a maximum annual interest rate of 4%, waive all SBA fees, and offer complete deferment of principal and interest payments for at least six months (but no more than one year). The CARES Act does not require collateral or personal guarantees for a PPP loan and, importantly, waives the standard 7(a) loan requirement that applicants be unable to obtain credit elsewhere. Further, PPP loans will be unsecured, non-recourse to the borrower, and are effectively junior to any existing secured debt instruments.

The SBA does not directly make PPP loans (or 7(a) loans generally) to an applicant business. Rather, SBA-licensed lenders issue the loans and the SBA back‐stops such loans through guarantees. PPP loans are fully guaranteed by the federal government, which is an increase to the guarantee percentages under the existing SBA 7(a) loan program.

PPP Loan Forgiveness

Loans are eligible for forgiveness up to the amount of a borrower’s payroll, mortgage interest, rent, and utility payments made during the eight-week period following the origination of a loan under the PPP, not to exceed the principal amount of the loan (no forgiveness for interest). Eligible businesses with tipped employees may receive forgiveness for additional wages paid to those employees.

The loan forgiveness amount is subject to reduction as follows in connection with reductions in employment and employee compensation that are not restored by June 30, 2020:

  • reduced proportionally to any reduction in the monthly average number of full-time equivalent employees during the eight-week period following PPP loan origination as compared to the monthly average in a prior period selected by the borrower (either February 15 to June 30, 2019 or January 1 to February 29, 2020); and
  • with respect to any employee who earned $100,000 or less in 2019, reduced by any reduction in pay during the eight-week period following PPP loan origination in excess of 25% of their compensation during the most recent full quarter in which they were employed prior to the origination of such PPP loan.

Loans forgiven under the CARES Act will not give rise to cancellation of indebtedness income for U.S. federal income tax purposes and will not result in a loss of tax attributes. Amounts not forgiven continue to be guaranteed and will have a maximum maturity date of 10 years from the date the borrower applied for loan forgiveness. (For further insight on the key tax provisions of the CARES Act, please also see the Proskauer blog, Tax Talks: https://www.proskauertaxtalks.com/).

50% Employee Retention Credit for Employers Closed Due to COVID-19

The CARES Act provides that the refundable payroll tax credit equal to 50% of “qualified wages” is not available for companies receiving PPP loans under the CARES Act.

Emergency Economic Injury Disaster Loans (EIDLs) and Advances

The CARES Act also expands the SBA’s Disaster Loan Program through December 31, 2020 by, among other things, permitting eligible businesses to apply for an EIDL to receive a $10,000 advance from the SBA within three days of submitting their application. There is no obligation to repay the advance, even if the EIDL is subsequently denied (though it will offset permitted loan forgiveness for applicants that receive PPP loans). The advance can be used for any purpose permitted for EIDLs, including payroll expenses to retain employees during business interruptions, meeting increased costs due to supply chain interruptions, making rent, or mortgage payments.

Under the SBA’s existing Disaster Loan Program, EIDLs can provide up to $2 million of financial assistance, with actual loan amounts based on the amount of economic injury. The CARES Act waives several SBA requirements for obtaining EIDLs, including personal guaranty requirements for loans of $200,000 or less and the prior “1 year in business prior to the disaster” requirement. As long as the business was in operation as of January 31, 2020, it will be eligible. The CARES Act does not, however, waive collateral requirements which the SBA may impose on EIDLs of greater than $25,000. Further, the SBA’s streamlined online “COVID-19 Economic Injury Disaster Loan Application” (https://covid19relief.sba.gov/#/), which was released on March 29, 2020, provides that a business owned by another entity will generally be required to provide a guarantee from its parent entity.

Obtaining an EIDL does not preclude a business from also applying for a PPP loan (or vice versa). However, a business may not apply for a PPP loan or EIDL to cover duplicative expenditures already applied for or received under the other covered loan. A business with an outstanding EIDL extended after January 31, 2020 and before the date the PPP loans become available may refinance its existing EIDL with the proceeds of a PPP loan under the CARES Act, but EIDLs obtained after PPP loans become available will not to be eligible for such a refinancing.

EIDL eligibility requirements are substantially similar to the eligibility requirements under the SBA’s 7(a) loan program (i.e., businesses with not more than 500 employees or existing small business concerns) and are subject to the same affiliation rules. The special waivers of affiliation rules and the “per physical location” standard for hospitality businesses applicable under the PPP do not apply to EIDLs. As with PPP loans, the CARES Act waives the requirement that applicants be unable to obtain credit elsewhere.

In addition to understanding the terms and conditions of the PPP and the EIDL loan programs (not all of which are described above), parties considering applying for a PPP loan or EIDL must review their existing commitments and contractual arrangements, in particular, any existing loan documents to determine (i) what consents may be required under such documents, and (ii) what other actions they may be required to take under such documents (i.e. notice obligations).

Rule Making and Implementation

The SBA must issue regulations to implement Title I (including the PPP) without regard to notice and comment requirements within 15 days from enactment of the CARES Act under emergency rulemaking authority. In order to fully assess how a party may be impacted by and become eligible for assistance under this landmark legislation it will be imperative to review and understand the SBA’s rules, regulations and processes implementing the CARES Act, particularly those concerning the PPP.

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On Tuesday evening, March 31, 2020 as this article was going to publication, the U.S. Treasury Department (“Treasury“) and the SBA released an information sheet (the “Fact Sheet“) and sample application form for the PPP.

The Fact Sheet provides important guidance for the PPP, including key upcoming dates when applicants can begin to apply for PPP loans through participating SBA lenders:[2]

  • business and sole proprietorships as soon as April 3, 2020; and
  • independent contractors and self-employed individuals as soon as April 10, 2020.

The guidance and content of the Fact Sheet include some significant deviations from the CARES Act itself which are highlighted below.  Although the Fact Sheet provides additional insight into how Treasury and the SBA will apply the CARES Act, it remains to be seen whether the SBA will promulgate additional rules and regulations governing the PPP as previously anticipated.

Maximum Loan Amount. The CARES Act provides that the maximum PPP loan a borrower can receive is equal to the lesser of (i) 2.5x TTM average monthly payroll costs (plus any outstanding amount under a pre-existing EIDLs made on or after January 31, 2020 and before PPP loans are available) and (ii) $10 million. The sample application indicates that, rather than the trailing twelve month average as of the time of the application, (non-seasonal) applicant businesses will use the average monthly payroll for 2019.

Loan Forgiveness. Under the CARES Act a PPP loan will be eligible for forgiveness in an amount not to exceed the sum of permitted payroll costs, interest payments on mortgages existing before February 15, 2020, rent with respect to leases in place before February 15, 2020, and payments for utilities for which service began before February 15, 2020, in each case incurred or paid within 8 weeks from the origination of the PPP loan. The Fact Sheet indicates that “due to likely high subscription, it is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs.” This statement merits additional consideration when applying for PPP loans to cover non-payroll costs during the covered 8-week period as a portion of such costs may not be eligible for loan forgiveness.

Interest Rate. The CARES Act provides for a maximum interest rate on PPP loans of 4.0% per annum. The FACT Sheet specifies that the interest rate on PPP loans will be a 0.50% fixed rate.

Maturity Date. The CARES Act provides that the maximum maturity would be 10 years from the date on which a borrower applies for loan forgiveness. The Fact Sheet indicates that maturity will be 2 years from the date on which a borrower applies for loan forgiveness.

Foreign OwnershipThe sample application form states that if any 20% or greater owner of the business is not a U.S. citizen or someone with “lawful permanent resident status,” the PPP loan will not be approved. There is no such restriction on foreign ownership in the CARES Act or under the SBA’s existing 7(a) loan program.

Additional Insights.

  • AffiliationThe Fact Sheet and sample application confirm that the SBA’s affiliation standards indeed apply to all businesses other than those expressly exempt from those standards under the CARES Act (businesses (1) in the hotel and food services industries, (2) that are franchises in the SBA’s Franchise Directory, or (3) that receive financial assistance from SBA-licensed small business investment companies (e.g., an SBIC fund)).
  • Ineligible Industries – Existing SBA regulations provide that businesses in certain industries (including gambling, investment or lending activities) are not eligible for loans under 7(a) of the Small Business Act (see 13 C.F.R. § 120.110 for a list of ineligible businesses). The sample application does not indicate whether such regulations are applicable to PPP loans. The application also does not include any questions aimed at verifying the industry of the applicant. While this may support the argument that the ineligible industries provision does not apply to loans under the PPP, there is nothing in the CARES Act or any other documents issued by the SBA that affirmatively states that this provision would not apply.
  • Application by OwnersThe sample application also makes clear that for businesses seeking PPP loans, in addition to the applicant business, an application must also be completed by each owner[3] of 20% or greater of the applicant. The applicant business and each such owner must make certain certifications, including: (i) that current economic uncertainty makes the loan request necessary to support the ongoing operations of the applicant business; and (ii) that the loan proceeds will be used to retain workers and maintain payroll or make mortgage payments, lease payments, and utility payments.

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Proskauer’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team is focused on supporting and addressing client concerns. We will continue to evaluate the CARES Act, related regulations and any subsequent legislation to provide our clients guidance in real time. Please visit our Coronavirus Resource Center for guidance on risk management measures, practical steps businesses can take and resources to help manage ongoing operations.

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[1] The SBA’s industry size standards (as to both employee headcount and average annual receipts) can be found in 13 C.F.R. §121.201.  Note that the highest size standard for number of employees for any industry is 1,500 employees.

[2] A list of active SBA-approved lenders can be found here: https://www.sba.gov/article/2020/mar/02/100-most-active-sba-7a-lenders.  In addition to existing SBA-approved participating lenders, businesses can also apply through participating federally insured depository institutions, federally insured credit unions, and Farm Credit System institutions.

[3] The sample application indicates that all of the following are considered owners of the applicant business under 13 C.F.R. § 120.10: (i) for a sole proprietorship, the sole proprietor; (ii) for a partnership, all general partners, and all limited partners owning 20% or more of the equity of the partnership; (iii) for a corporation, all owners of 20% or more of the corporation; (iv) for limited liability companies, all members owning 20% or more of the LLC; and (v) any Trustor (if the applicant is owned by a trust).

Photo of Yuval Tal Yuval Tal

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers…

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public and private, debt and equity), long-term joint ventures, private equity real estate and corporate and real estate finance. He advises clients on the full range of their activities including any form of financing, operational matters and commercial transactions. He advises sponsors and funds on the structuring, execution, entering into, restructuring and exiting of investments. Yuval is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Yuval has decades of experience representing clients on complex, first in kind transactions.  Yuval’s strength is providing original, workable and practical solutions that get the deal done. Qualified in New York, Hong Kong and Israel, Yuval has negotiated transactions in six continents and has particular experience representing Asian clients and clients based outside of Asia in inbound and outbound transactions. Yuval has worked in various industries including real estate, hospitality, entertainment, sports, financial services, technology and life sciences.

As an international M&A lawyer, Yuval has many years of experience dealing with complicated, non-customary transactions involving parties from different countries, cultures and legal systems.  He has represented private equity, family offices, corporations and individuals in structuring, restructuring, managing and disposing of investments in Asia, Europe and the United States.  He is typically called upon to strategize and structure complex transactions that do not follow a prescribed form or pattern. Yuval’s experience enables him to forsee future issues and clients have commented on his “ability to think seven moves ahead of the competition”. Yuval is also well known for his ability to broker deals between opposing parties in order to get the deal done, irrespective of the legal, business or practical obstacles. His efforts have earned him recognition by Legal 500Chambers Asia Pacific and IFLR1000, where clients have referred to his “ability to play the honest broker to all parties involved, and to bridge the different cultures, legal systems and language barriers and to continually solve the unsolvable, is what allowed us to get this difficult deal done” and another stated “he was completely invested in the deal in a way lawyers seldom are, and his creativity and efforts allowed us to bridge considerable gaps between the parties and find common ground”.

As co-head of our Hospitality, Gaming & Leisure Group, Yuval has worked on virtually any kind of transaction, including mixed-use development and construction, acquisition and sale, restructuring and public offerings of real estate, hotel and casino companies. He has completed numerous high profile transactions involving the buying, selling and combining Asian and Western based hotel operating companies, including AccorHotels’ [EPA:AC]  US$2.9 billion acquisition of Fairmont, Raffles and Swissôtel brands, its acquisition of Tribe, Australia’s first integrated modular hotel brand, Accor’s long-term alliance with Huazhu Hotels Group (also known as China Lodging Group [Nasdaq: HTHT]) and its strategic partnership with Singapore-based Banyan Tree Holdings [SGX:B58]. He also advised Formosa International Hotels’ sale and resulting joint venture with Intercontinental Hotels Group with respect to the Regent brand.  His real estate and hospitality work has included transactions for properties from China to India to the United States to Australia. He also has many years of experience with hotel licensing, franchising and management.

Yuval’s broader Private Equity Real Estate experience includes working on The Recording Academy’s (The Grammys) deal to develop Grammy Museums in China, a public/private deal to finance an office building in Delhi, India; the acquisition of hotels in Bangkok by a large Japanese institutional investor and a joint venture between a Hong Kong developer and an Asian based private equity fund for the acquisition and redevelopment of a property in Kowloon into a mixed use property including co-living and co-working properties.

Yuval is a member of the Steering Committee of the Asian Hospitality Development Council of the Urban Land Institute (ULI) and has recently been appointed to the Law 360 2020 Hospitality Editorial Board. He is a regular speaker at real estate and hospitality related conferences such as the Hotel Investment Conference Asia-Pacific in Hong Kong.

Prior to rejoining Proskauer in 1999, Yuval practiced law in Israel, representing Israeli clients in transactions in Europe and the United States and European and U.S.-based clients in transactions in Israel. He handled transactions for major publicly traded Israeli companies such as Clal (Israel) Ltd., LifeWatch, Kitan Consolidated Ltd., Orckit Communications Ltd., ECI Telecom Ltd., Scitex Corporation Ltd. and Tecnomatix Technologies Ltd. Since joining Proskauer, Yuval has continued to represent Israeli clients on a wide range of corporate and securities matters.

Photo of Jeffrey A. Horwitz Jeffrey A. Horwitz

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of our Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He represented Merrill Lynch Global Private Equity in connection with its equity participation in the $33 billion acquisition of HCA in what was then the largest LBO ever. He has handled deals aggregating nearly $200 billion in value, including tender offers, “going-private” transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India.

Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 3,500 hotels comprising more than 275,000 rooms and involving more than $12 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the $2.9 billion acquisition of Fairmont Raffles by AccorHotels and its investments in Huazhu, Banyan Tree Hotels & Resorts, Brazil Hotel Group, sbe Entertainment and 21c Museum hotels, among others.

As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The Balanchine Trust. He leads our team representing TSG Entertainment in film-slate financing deals.

Jeff also frequently represents start-up and development-stage companies, as well as established “traditional” businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from “down” rounds to recapitalizations to M&A solutions). He has both company-side and investor experience.

As a frequent speaker at real estate and hospitality events, Jeff regularly presents about hotel management agreements at The Hotel School at Cornell’s SC Johnson College of Business, NYU’s Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong.

Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable, ULI (and its Hotel Development Council) and the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers’ Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He currently serves as Chairman of the Board of The American Playwriting Foundation and Building for the Arts and is a member of the Board of Directors of StreetSquash and The George Balanchine Foundation. He also served as a Vice Chair of the Associates’ Campaign for The Legal Aid Society.

Jeff has been with the firm for his entire career and lives in Manhattan and Connecticut.

Photo of Lara Miller Lara Miller

Lara Miller is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Groups. Lara focuses her practice on domestic and cross-border buyouts, mergers and acquisitions, divestitures, joint ventures, recapitalizations, growth equity investing and portfolio company…

Lara Miller is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Groups. Lara focuses her practice on domestic and cross-border buyouts, mergers and acquisitions, divestitures, joint ventures, recapitalizations, growth equity investing and portfolio company governance and related matters. In addition, Lara has represented clients across a variety of industries, including consumer products, financial services, health care, hospitality, real estate and media and technology.

Photo of Grant R. Darwin Grant R. Darwin

Grant Darwin is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Group.  Grant counsels clients in connection with a variety of domestic and cross-border buyouts, mergers, acquisitions, divestitures, joint ventures, and recapitalizations, as well…

Grant Darwin is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Group.  Grant counsels clients in connection with a variety of domestic and cross-border buyouts, mergers, acquisitions, divestitures, joint ventures, and recapitalizations, as well as growth and venture-stage investments and general corporate governance matters.  Grant’s experience involves transactions in an array of industries, including manufacturing, gaming, retail and consumer products, technology and healthcare.

In addition to his corporate practice, Grant engages in a variety of pro bono efforts, including matters related to cash bail and prison reform, use of excessive force against minors and advising not-for-profit organizations on formation, corporate governance and related matters.  Grant has also spearheaded voter registration drives and joined in election protection initiatives.

Prior to Proskauer, Grant was an associate with Kirkland & Ellis LLP, where he was awarded the 2016 Kirkland & Ellis Pro Bono Leadership Award.

Photo of David S. Miller David S. Miller

David Miller is a partner in the Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers…

David Miller is a partner in the Tax Department. David advises clients on a broad range of domestic and international corporate tax issues. His practice covers the taxation of financial instruments and derivatives, cross-border lending transactions and other financings, international and domestic mergers and acquisitions, multinational corporate groups and partnerships, private equity and hedge funds, bankruptcy and workouts, high-net-worth individuals and families, and public charities and private foundations. He advises companies in virtually all major industries, including banking, finance, private equity, health care, life sciences, real estate, technology, consumer products, entertainment and energy.

David is strongly committed to pro bono service, and has represented more than 200 charities. In 2011, he was named as one of eight “Lawyers Who Lead by Example” by theNew York Law Journal for his pro bono service. David has also been recognized for his pro bono work by The Legal Aid Society, Legal Services for New York City and New York Lawyers For The Public Interest.

Photo of Andrew Bettwy Andrew Bettwy

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both…

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both lenders and borrowers in a wide range of transactions involving multiple industries and diverse debt capital structures, including acquisition financings, recapitalizations, multiple lien and subordinated debt financings, debtor-in-possession and exit financings, and private placements.

Andrew has represented several leading financial institutions while at Proskauer, including Bank of America, Citibank, CoBank, Credit Suisse, Imperial Capital, Jefferies Finance and Lazard Capital Markets.

Andrew is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Photo of Matthew McBride Matthew McBride

Matthew McBride is a partner in the Corporate Department and a member of the Private Funds Group. Matthew has a general corporate practice with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities, as well as regulatory…

Matthew McBride is a partner in the Corporate Department and a member of the Private Funds Group. Matthew has a general corporate practice with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities, as well as regulatory, compliance and operational matters. He also advises institutional investors with respect to investments in U.S. and non-U.S. private investment funds.

Prior to joining Proskauer, Matthew represented various sponsors of hedge funds and private equity funds in fund raising, portfolio investments, co-investment transactions and secondary market transactions, as well as regulatory, compliance and governance matters in New York.

Photo of Camille Higonnet Camille Higonnet

Camille Higonnet is a partner in the Corporate Department and a member of the Private Funds Group.

Camille concentrates in the areas of corporate and securities law, with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities…

Camille Higonnet is a partner in the Corporate Department and a member of the Private Funds Group.

Camille concentrates in the areas of corporate and securities law, with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities, as well as regulatory and compliance matters. Camille’s practice includes advising on marketing and fundraising as well as key trends in fund terms, conducting negotiations with investors, and advising on ongoing operational issues.

In addition, Camille represents both U.S. and non-U.S. institutional investors in their investments in private investment funds, as well as in connection with secondary market activities, including traditional portfolio sales, structured secondaries, synthetic secondaries and fund restructurings.

As businesses and asset managers globally continue to be impacted by the Coronavirus (COVID-19) pandemic, Camille is a member of the firm’s Coronavirus Response Team, helping clients approach and respond to a broad scope of issues, including but not limited to in connection with The Coronavirus Aid, Relief, and Economic Security (CARES) Act.

Recognized for her leadership, innovate practice approach and expertise in representing private investment fund sponsors, Camille was named to PEl’s inaugural 40 Under 40: Future Leaders of Private Equity list. Camille is also a member of Proskauer’s Diversity Task Force and she is actively involved in Proskauer’s Diverse Lawyer Mentoring Circle Program (MCP) as a partner mentor to junior-level associates.

Camille spent two years on secondment at the firm’s London office.

Photo of Susan Goldfarb Susan Goldfarb

Susan R. Goldfarb is special finance counsel in the Corporate Department. Her practice focuses on representing lenders and borrowers with regard to personal property secured transactions, structured finance transactions, commercial law transactions and real estate finance transactions. Susan has extensive experience in structuring…

Susan R. Goldfarb is special finance counsel in the Corporate Department. Her practice focuses on representing lenders and borrowers with regard to personal property secured transactions, structured finance transactions, commercial law transactions and real estate finance transactions. Susan has extensive experience in structuring transactions that require bankruptcy remote special purpose entities.

Susan has significant experience drafting and negotiating financing documents for secured and unsecured loans, receivables financing, syndicated loans, loan modifications, restructuring transactions, equipment finance loan documents, loan assumptions and lease assumptions. In addition, she routinely drafts and negotiates enforceability, non-consolidation, true sale and other reasoned legal opinions.

Susan’s pro bono work primarily involves assisting not-for-profit organizations obtain federal and state tax-exempt status. She has obtained tax exempt status for companies that provide maternal health care and operate a pre-school and primary school in Uganda, conduct medical missions in Myanmar, operate a summer camp for LGBTQ youth, and provide services, resources and support to teenage mothers.