- Our People
What We DoPractice AreasHow We're Different
Explore our How We’re Different page to learn more.
- About MMM
The novel 2019 coronavirus disease (COVID-19) presents complex and quickly evolving legal issues for businesses. Morris, Manning & Martin, LLP has assembled a multi-disciplinary task force of attorneys who are ready and available to assist and advise you and your organization on a broad range of business and legal implications of the spreading COVID-19. Our team is prepared to work with you to navigate this unprecedented situation.
As the economic impacts of COVID-19 continue to unfold and cause financial strain on businesses, commercial landlords and tenants may consider pursuing modifications to their lease agreements in order to avoid default for non-payment of rent or other hardships faced because of the ongoing pandemic. While both parties are struggling with declining revenues, continued lay-offs and other economic pressures, they are coming to the realization that lease provisions previously built to protect the tenant and the landlord may no longer be relevant in this crisis. As the concern grows for those owning and operating stand-alone single-tenant properties, multi-tenant office buildings, shopping centers or mixed use projects, both landlords and tenants are asking what they should do to protect their businesses. Fortunately, creative solutions to leasing issues are becoming more commonplace, and landlords and tenants are relying on the process of negotiations rather than litigation. This gives both parties some practical ways to protect one’s business during this time of uncertainty.
MMM’s commercial real estate leasing group has been advising clients on many of these developing issues well before the pandemic. Our attorneys are here to provide general guidance and assist commercial landlords and tenants while they evaluate their options and work toward an agreeable solution during these trying times. Our deep-rooted experience allows us to foresee and resolve issues, bringing a trained eye and thorough approach to complicated transactions. Some of the ways we are helping commercial tenant and landlord clients include:
The delay in delivery of materials and loss of available workers will likely impact planned and ongoing construction projects and effect completion dates. Our Construction attorneys can advise owners and developers on potential issues, including the impact on key completion deadlines, cost overruns, liquidated damages provisions, extension fees and loan consequences, and potential force majeure. The team also helps clients determine their rights vis-à-vis contractors and other stakeholders in ongoing projects to successfully manage next steps.
Regardless of the specific subject matter of a contract or agreement, a force majeure or similar clause may dictate the ability to terminate. Whether on the receiving or invoking end of a force majeure termination notice, our attorneys can provide counsel as to whether a particular force majeure clause may apply to COVID-19. Our attorneys can also help construct future force majeure clauses should a situation like COVID-19 arise again in the future.
COVID-19 will impact revenue for most, if not all, businesses, in particular those relying on foot traffic such as “brick and mortar” retail and restaurants, sports and entertainment venues, and hotels. These businesses will have an increased need for financial restructuring or bankruptcy protection. Lenders should also prepare for declines in value across asset classes and related collateral coverage erosion. Our attorneys review loan agreements to determine payment and covenant defaults by affected individual and corporate borrowers and advise on potential for workouts and lender forbearance to help all parties involved find the best path forward.
As COVID-19 forces more businesses to shift to a remote working environment, there is an increased risk for data security incidents when employees are working from personal devices. Our Cybersecurity attorneys assist clients in analyzing risk and putting the proper protocols in place to protect their businesses, including establishing security guidelines for remote work and remote access to company information systems and preparing policies related to remote working. The team can also assist if your company is the victim of a cyberattack during this vulnerable time. In addition, our Data Privacy team is helping clients comply with state and federal regulations regarding patient and employee privacy and can review existing privacy policies to ensure that the policies cover the disclosure of the personal information to a governmental agency for the requested purpose.
Our team is actively advising employers on COVID-19 implications relating to employee benefits, including group health plans. We are closely monitoring the IRS and DOL COVID-19 guidance related to group health plans, and the insurance industry’s response to waiving certain COVID-19 costs. In addition, we are continuously analyzing the ongoing Congressional efforts to expand paid leave and other benefits to employees and we are advising employers of potential tax implications.
The outbreak of an infectious disease, like COVID-19, has significant implications for employers under various federal, state and local laws. Employers should be proactive in taking the necessary precautions to prevent the spread of the virus within the workplace, protect employees, and minimize potential liability under applicable employment laws. Our team can assist employers to assess whether they have appropriate plans, policies and procedures in place and to ensure that all infectious disease protocols comply with applicable federal, state and local laws. In addition, we can help you quickly understand and make changes necessary as governments pass new legislation related to COVID-19 impacting employment. Our team is available to discuss any potential changes to your workforce as a result of the coronavirus, including furloughs and permanent or temporary layoffs.
As the COVID-19 pandemic continues to disrupts daily operations of businesses across the United States, federal and state prime contractors and subcontractors should consider how the pandemic affects their contracts. With each passing day, federal and state agencies are issuing new guidance to help advise contractors on how to respond to the challenges the pandemic poses. Our Government Contracts group is here to assist with those challenges and can help clarify the implications of COVID-19 with respect to contract terms and conditions found in your federal or state contracts. Our team can offer support with questions regarding the continuation of performance of prime contracts and subcontracts as well as advise on other issues such as critical infrastructure and suspension of work.
Our team is advising hospitals, healthcare companies and physicians on how to manage this constantly evolving crisis. Covering issues such as emergency response, testing sites, use of telemedicine, federal and state compliance issues, and employment concerns, we are closely monitoring guidance from the Center for Disease Control (CDC), Center for Medicaid and Medicare Services (CMS), National Institutes of Health (NIH) and other national, state and state agency organizations. Our Healthcare team is also working with covered entities and business associates to address the privacy and security restrictions required by state and federal laws, including HIPAA restrictions. Our goal is to guide healthcare clients through the challenges they are facing daily so that they can maintain critical services for their communities.
The impact of COVID-19 may affect hospitality businesses in their ability to satisfy covenants in loan documents, such as material adverse change notifications, meeting debt service obligations, or satisfying DSCR, debt yield, and other financial covenants. It may also impact meeting franchise agreement obligations, particularly regarding hotel projects that are under construction or renovation, and hotel management agreement performance termination tests. We can review your agreements, their covenants and force majeure and similar clauses as well as any requirements for material adverse change notifications, and, if needed, initiate or assist in discussions with lenders, franchisors, owners and managers regarding arrangements to alleviate the effects of ongoing business disruption.
Disputes will undoubtedly arise as contracts or debts are affected by the outbreak. MMM can assist parties to potential disputes to assess litigation risks and requirements in all areas including commercial contract disputes, employment issues, trade concerns, lending issues, construction issues, and other commercial areas impacted. MMM is monitoring all courts and agency closures and impacts.
Commercial contract matters will likely rise due to the COVID-19 outbreak. Real estate developers and operators should review all rights and obligations under their contracts as a result. Our real estate team can assist businesses to analyze their rights and obligations and provide guidance in developing a plan of action. Developments may be slowed by supply chain disruption or worker absences resulting in unfulfilled contracts. We can assist with termination agreements or riders specifically related to COVID-19. We are also working with title companies and local recording agencies to ensure transactions go as smoothly as possible.
Our tax team is monitoring ongoing administrative and legislative tax relief efforts relating to the COVID-19 pandemic. In particular, our team is closely monitoring H.R. 6201: Families First Coronavirus Response Act (the “Act”), which was passed by the US House of Representatives on March 14, 2020, as it progresses through the legislative process. The Act, as passed by the House, contained provisions providing eligible employers with refundable payroll tax credits relating to the cost of providing temporary emergency paid leave for employees to care for themselves and family members as mandated by the Act (and similar benefits for self-employed individuals). Our team is also monitoring activity involving federal and state tax filing and payment relief that may be forthcoming. Further, certain transactions or actions may need to be undertaken by businesses as a result of the weakened economic climate (e.g., modifying debt obligations). Our team can assist with understanding the tax impact of these transactions and actions and recommend tax-efficient structures and alternatives that may be available.