COVID-19 Response & Resources

Experience

Businesses today are facing unprecedented disruptions as the COVID-19 pandemic shapes a new normal. Yet, what remains unchanged is our ability to quickly mobilize our full service practice platform to help clients manage and, where possible, mitigate the disruption. 

Since the onset of the pandemic, Windels Marx has been assisting clients with understanding how to protect assets, manage human capital, unwind commitments, leverage government programs, pursue various forms of relief and implement a myriad of business strategies. Our work touches nearly every industry, including (but not limited to): real estate, hospitality, healthcare, banking and finance, manufacturing, transportation and non-profits.

A significant number of our lawyers have practiced alongside one another for decades, which provides a unique perspective on crises generally, their fallout and recovery strategies. From the financial collapse in 2008 and the resulting Lehman Brothers and Madoff bankruptcies to environmental and natural disasters, such as Hurricane Sandy, and now with COVID-19, we have a substantial bench of lawyers with deep experience and tools to address emergent matters. 

Representative Matters

Real Estate

• Represented a critical care immunotherapy company as the tenant in its lease of 48,000sf of life science and office space in the Greater Princeton locale of Plainsboro, NJ. The client intends to eventually consolidate its operations under its new roof, including R&D, new product launches and assembly, as well as administration. The principal technology developed by the client has been granted emergency use authorization by the Food & Drug Administration for the treatment of COVID-19.
• Represented a real estate investment company as the purchaser of a multi-family apartment complex in Virginia. When COVID-19 impacted the U.S., the client was under contract and reevaluating the purchase. Our work involved reviewing the contract for potential breached representations, warranties, covenants and closing conditions that would entitle our client to terminate the contract and reclaim the deposit. In addition, we researched Virginia law and found that COVID-19 may excuse our client’s performance under the contract due to the doctrine of impossibility and the doctrine of frustration of purpose. We ultimately negotiated a deal for the client to successfully walk away from the transaction with their deposit.
• Represented a real estate investment company in connection with obtaining a PPP loan for a hotel in Cincinnati, OH. 
• Represented a real estate investment company as borrower on several different loan modifications involving the negotiation of payment deferrals and forbearance agreements, as a result of COVID-19.
• Represented numerous clients in analyzing force majeure clauses in construction agreements and leases, and advised them on appropriate notifications to assert force majeure or respond to claims of force majeure arising from COVID-19 delays.
• Assisted numerous landlords and tenants in the analysis of supply chain risks and the scheduling impact on construction projects as a result of COVID-19.
• On behalf of a non-profit, worked with architects and construction professionals to devise a building re-opening and back-to-work strategy, including the analysis of alternatives for restroom disinfection, path of travel and HVAC system upgrades.
• On an ongoing basis, advising a New York State public benefit corporation on lease restructuring matters relating to COVID-19, as well as longer term lease renegotiations.
• Advised a tenant with respect to developing alternative proposals to their landlord for a rent holiday or other relief.
• Developed a force majeure clause to provide our client, as the tenant, with the ability to delay rent commencement based on construction delays from both COVID-19 or another potential viral or bacterial outbreak.
• Advised various commercial tenants in their negotiations for rent abatements or deferments under their New York City office leases. 

Finance, Workouts & Restructurings

• Advising various lenders on key aspects of The Main Street Lending Program, as well as the terms of various loan products and the potential modification strategies and default contingencies. 
• Represented a major regional bank in a loan under the Main Street Lending Program. The transaction utilized the Main Street Priority Loan Facility option to restructure the existing indebtedness of the bank’s new customer, and also involved a companion non-Main Street credit facility to support the ongoing working capital needs of the customer. As required by the Program, the two facilities shared a parity lien on the assets of the borrower. To date, this Main Street Priority Loan is one of the first and among the largest closed under the Program. 
• Represented Hackensack Meridian Health, Inc. in its offering of $1 billion Hackensack Meridian Health Taxable Bonds, Series 2020.
• Representing a healthcare provider in various financing matters in a COVID-19 context.
• Representing a cultural institution regarding loans and assistance available under The CARES Act.

Corporate & Employment

• Representing various clients pertaining to their participation in the Paycheck Protection Program.
• Representing the seller in a sale of PPE equipment.
• Representing a manufacturer regarding New Jersey law exemptions and restrictions pertaining to facility occupancy in a COVID-19 context.
• Advising a professional services company on guidelines for return to work in a COVID-19 context.

Insurance

• Representing a sports interest in its insurance policy review in a COVID-19 context.

Governmental

• Representing a healthcare provider on various state-level policies in a COVID-19 context.

Transportation

• Representing numerous transportation interests in connection with The CARES Act and The Main Street Lending Program, as well as employment, compliance and related matters.

Private Client, Estates & Trusts

• Advising numerous clients in the preparation of wills, trusts, health care proxies, living wills and powers of attorney in a COVID-19 context.
• Advising the estates of numerous clients succumbing from COVID-19. While these cases are to receive priority in the Surrogate’s Courts, the process can be very time consuming.

Other Crisis Matters - Bankruptcy & Litigation

• Acting as special counsel to Irving H. Picard, the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC and the Chapter 7 Trustee of Bernard L. Madoff in connection with the recovery of assets for investors in Madoff's billion-dollar Ponzi scheme. In such capacity, we are currently litigating approximately 50 clawback lawsuits against transferees of assets of the debtors' consolidated estate. We are also acting as debtor's counsel in the Chapter 11 case of a Madoff-related entity with partial ownership interests in a private jet and in an adversary proceeding commenced thereunder, seeking authority for a Section 363 sale free and clear of all liens.
• Served as special counsel to Lehman Brothers Holdings Inc., et al. in connection with the restructuring, refinancing, litigation, foreclosure and analysis of the debtors' substantial global real estate portfolio.
• Represented, on an ongoing basis, a number of insurance carriers in the defense of claims as a result of catastrophic weather and other circumstances, including Hurricane Sandy.

Resources

• Alert - New Changes to Business Bankruptcy Law Enacted – But No Extension of the Increased Debt Threshold to Take Advantage of the Small Business Bankruptcy Law Implemented as Part of The CARES Act - Feb 11, 2021

• Alert - COVID‐19 - The Main Street Lending Program: Looking Back and Looking Ahead - Jan 11, 2021

• Alert - Analysis of The New Jersey Economic Recovery Act of 2020 - Jan 7, 2021

• Alert - The Main Street Lending Program: Fed Announces December 14 Deadline for Submissions to Program - Nov 25, 2020

• Alert - The Main Street Lending Program: Treasury Advises That Program Will Not Be Extended Past December 31 - Nov 20, 2020

• Alert - The Main Street Lending Program: Federal Reserve Adjusts Program to Better Target Smaller Businesses - Nov 3, 2020

• Alert - The Main Street Lending Program Update - July 31, 2020

• Alert - The Main Street Lending Program Update - July 20, 2020

• Alert - Navigating Contractual Disputes Arising From COVID-19 - July 13, 2020

• Alert - The Main Street Lending Program: Federal Reserve Proposes Expansion to Non-Profit Organizations - June 30, 2020

• Alert - The Main Street Lending Program: Federal Reserve Board Revises Key Terms of the Program, Updates FAQs and Launches Lender Registration - June 17, 2020

• Alert - The Federal Reserve’s Main Street Lending Program Now Open for Lender Registration - June 15, 2020

• Alert - The Main Street Lending Program: Federal Reserve Board Revises Key Terms of the Program - June 9, 2020

• Alert - The Main Street Lending Program: New May 2020 Guidance and Forms from Federal Reserve Bank of Boston - June 2, 2020 

• Complimentary Webinar - James Sullivan on Small Business Bankruptcy Under The CARES Act and the SBRA - May 28, 2020

• Alert - Safety Plans and Other NY State Requirements as Businesses Prepare to Return to Work - May 27, 2020

• Alert - The Do’s And Don’ts Of Using Your PPP Loan In Order To Ensure That It Is Forgiven - May 8, 2020

• Alert - The CARES Act: Federal Reserve Board Issues Additional Guidance on The Main Street Lending Program - May 6, 2020

• Alert - Understanding The Business Risks Associated With Remote Work Arrangements - May 1, 2020

• Firm Announcement - NJ Governor Murphy Taps Tony Coscia for the Restart and Recovery Commission - April 28, 2020

• Alert - The CARES Act: The Main Street Lending Program - April 16, 2020

• Alert - The CARES Act: SBA Sec. 7(a) Paycheck Protection Program Loans and Loan Forgiveness - April 9, 2020 (updating the April 1 edition)

• Alert - Guide to the Payroll Protection Program - April 9, 2020

• Alert - Excusable Non-Performance Due to COVID-19 - April 9, 2020

• Alert - Summary of the Revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus - April 8, 2020

• Complimentary Webinar - Scott Matthews Joins Nassau County Legislator Josh Lafazan - April 6, 2020 at 7pm EST

• Alert -  Private Client Services, Estates & Trusts - Workarounds for Emergent Planning - April 2, 2020

• Alert - NJ Legislature Bill To Assist Small Businesses Clears Senate - March 19, 2020