Corporate and M&A Insights — Lindabury, McCormick, Estabrook & Cooper, P.C. Firm News & Events

NJ Passes the Cannabis Regulatory, Enforcement Assistance, and Marketplace Modernization Act

Published on: February 22, 2021 | by Robert W. Anderson

On December 17, 2020, the New Jersey legislature passed the Cannabis Regulatory, Enforcement Assistance, and Marketplace Modernization Act (the “Act”), providing the framework for legal adult recreational cannabis use in New Jersey. The Act lays out the ground rules for licensing arrangements for the cultivation, packaging, distribution, advertising, and retail sale of recreational cannabis to persons 21 years old or older. Governor Murphy signed the legislation into law on February 22, 2021.

It is important to note that the passage of the Act does not immediately make “street pot” legal—instead, it provides the roadmap for businesses to become licensed so that they may take part in the future legal adult recreational cannabis market in New Jersey. Cannabis, however, will no longer be a Schedule 1 controlled dangerous drug under New Jersey law (although it remains so at the Federal level).

Although the Act is over 200 pages long, it still requires that the New Jersey Cannabis Regulatory Commission (“CRC”) develop regulations to flesh out the details of how these arrangements will all be put into practice. For example, there are currently no application forms to apply for any license to operate in the cannabis market in New Jersey. These forms, their instructions, and a host of other details all need to be developed before any business can apply for one of the required licenses. The CRC has been given 180 days to develop these enabling regulations and forms. That said, individuals and businesses interested in entering into this market will want to keep apprised of the details of these ongoing regulatory developments so that they can position themselves to have already put arrangements in place which will allow them to immediately move forward with the application process as soon as it becomes available.

SBA and U.S. Treasury Department Approve Simplified Paycheck Protection Program Forgiveness Application Materials

Published on: June 18, 2020 | by Robert W. Anderson

After receiving numerous complaints about the complexity of the loan forgiveness application form under the Paycheck Protection Program, the SBA and U.S. Department of Treasury on June 16, 2020 approved simplified versions of the forgiveness application. The original loan forgiveness application was 11 pages long, but now many borrowers under the Paycheck Protection Program (“PPP”) will be eligible to apply for forgiveness under a newly streamlined EZ version of the application which is only 3 pages long. Borrowers that cannot qualify to use the EZ version will be able to instead now use a 5-page SBA Form 3508.

To qualify for use of the EZ form, a borrower must be able to fit within at least one of the following three categories:

1. The borrower is a self-employed individual, independent contractor, or sole proprietor who had no employees at the time of the PPP application and did not include any employee salaries in the computation of average monthly salaries in the application.

Heated To A Boil: Experts Say N.J.’s Merger Market Is On Fire — And There Are Few Regrets

Published on: June 17, 2019 | by Robert W. Anderson

Robert Anderson was quoted in a recent article published by ROI-NJ regarding the current merger market.

“What’s making deals successful right now is the fact that, when the acquisitions are made, it’s in the context of a very good economy,” he said. “Even if you don’t find that operations are ideal at the company you’ve acquired, the fact that the economy itself is so strong — that tends to pull companies along regardless.”

You may read the full article here.

The Impact Of Tariffs: Advisers Fear One Casualty Of A Trade War Will Be Thriving Market For Mergers

Published on: June 25, 2018 | by Robert W. Anderson

In ROI-NJ’s recent article, Robert Anderson suggests the potential for the talk of trade wars to permeate other sectors of the economy, potentially adversely impacting other business segments. Worst case, this could make for a stifling of the free-for-all in business buying and selling that’s going on currently.

To read the full article online click here.

Merger Mania: 2018 Is Shaping Up As A Banner Year For M&A, According To The Advisers In The Middle Of The Deals

Published on: June 22, 2018 | by Robert W. Anderson

Robert Anderson, chair of Lindabury’s Mergers and Acquisitions group was recently interviewed by ROI-NJ in regards to the recently increase in M&A activity. Bob has indicated that the the last nine months have been his busiest of the past 30 years.

To read the full article online, click here.

Check the Details of M&A Before Putting up a “For Sale” Sign

Published on: October 2, 2017 | by Robert W. Anderson

Lindabury partner, Robert Anderson, shares his insight in NJBIZ’s recent article: “The inside scoop on M&As: Plenty of big companies have learned the hard way how difficult mergers can be”

Sometimes, a planned M&A can get torpedoed because of decisions that were made long ago, notes Robert W. Anderson. So a potential seller may wish to review its books and records long before putting up a “For Sale” sign.

One suggestion: do some housecleaning, and scour around for any loose ends. That’s because for a buyer, a “big part of an M&A involves due diligence; understanding what they’re buying and how the target company fits in with the acquirer’s business operations and goals,” says Anderson. “If they see a lot of issues, like unsigned contracts, or potential tax and other liabilities, they may back away from the deal.”

Customer Data, FTC Red Flags Rules and Your Business

Published on: March 29, 2017 | by Robert W. Anderson

Identity theft is an area of major concern for consumers and businesses alike. Roughly nine million individuals in the U.S. can expect to have their identity stolen each year. With just a few items of personal information (such as the name, social security number, and the date of birth of an individual) a cyber-criminal can potentially drain existing accounts or open new credit card accounts with devastating consequences for the unwitting consumer’s credit ratings and future path in life. If your business has been lax in protecting the privacy of such personal information in its possession, you may be inviting your own devastating consequences: lawsuits by individuals experiencing identity theft as a result of your lax procedures, regulatory enforcement actions, and damage to your business reputation and loss of trust by your customers.

The Red Flags Rule, issued by the Federal Trade Commission (“FTC”), requires financial institutions and creditors with covered accounts (as defined in the Red Flag Rule) to develop a written program that identifies and detects the relevant warning signs, or red flags, of identity theft.

Red flags can include, for example:

Crowdfunding: The Brave New World of Raising Capital

Published on: January 7, 2016 | by Monica Vir and Robert W. Anderson

Traditionally, aspiring entrepreneurs looking for easy, low cost access to capital to fund their start-up businesses had limited means. Recently, sites such as Kickstarter and GoFundMe provided a platform, but the most companies could offer in exchange for a cash investment was a first look to the particualr product or other creative reward, each of which, however was not stock.

Recognizing in part that access to the capital markets should not be limited to the domain of the few, and in view of the democratizing effect the Internet has had with respect to reaching prospective investors, the Jumpstart Our Business Startups Act (JOBS Act) was enacted in April 2012. One of the most anticipated parts of the JOBS Act was the rules pertaining to crowdfunding.

Business & Financial Services Shareholders, Robert Anderson and Monica Vir recently authored an article for the New Jersey Law Journal in which they provide an overview of the SEC’s allowance for smaller early-stage companies and start-up businesses to raise money by selling securities to non-accredited investors through qualified intermediaries, more commonly known as crowdfunding.