Calfee Connections

As a business owner considering a sale, there is a laundry list of things that might keep you up at night, and confidentiality is likely at or near the top of that list. A business has many different critical parties who may be concerned about the fact that the ownership is pursuing a sale, including employees, customers, and suppliers. At what point do you make them aware that a transaction is taking place?

Exploring a deal with a potential buyer will also inevitably require the Seller to share the Company’s sensitive/confidential information. What happens when a deal falls through (which, unfortunately, is not an unusual occurrence for a variety of reasons) and the potential buyer is now in possession of the Company’s confidential information? These concerns can have a major impact on the viability of a deal and on the go-forward success of the Company.

On June 14, the U.S. Department of Treasury and the Internal Revenue Service released proposed regulations that seek to provide guidance for taxpayers looking to make use of Section 48D Advanced Manufacturing Investment Credit (CHIPS ITC) benefits.

On the latest episode of Calfee NOW, Raymond Tarasuck, Senior Counsel with the firm's Government Relations and Legislation practice, and Michael Bowen, Associate Attorney with the firm's Government Relations and Legislation practice group, spoke with Ohio State Representative Sean Brennan.

Earlier this spring, the Department of Treasury published proposed rules with respect to the advanced manufacturing investment credit established under the CHIPS and Science Act. While these are just proposed rules surrounding the potential tax credit and are not yet set in stone, companies and manufacturers may already have questions about whether they stand to benefit. 

For companies that wish to receive manufacturing incentives in connection with the CHIPS and Science Act, the newly created CHIPS Program Office (CPO) at the U.S. Department of Commerce will begin accepting applications this spring.

Transactions between private companies (and in some contexts where public companies are involved as well) very often include an “adjustment” to the purchase price paid by the buyer of the business. While the components of a purchase price adjustment can take many forms depending on the deal structure and the valuation method that the parties have agreed upon, the general goal of such adjustments is to ensure that the purchase price for the deal reflects the target company’s financial condition at closing.

The latest episode of Calfee NOW features a conversation between Congressman Mike Carey (R-OH, 15th District) and Calfee Government Relations and Legislation group members Dan Reinhard, Jamie Gregory, and Nick Bush.

While semiconductor manufacturers, local governments, and economic development entities await the guidance, rules, and application format for these incentives from the U.S. Department of Commerce, there are steps that companies can begin taking to shape their project to be competitive toward the national effort to bolster the U.S. semiconductor ecosystem and provide for a skilled workforce necessary to drive innovation for the next generation.

With billions of dollars in financial assistance available under the CHIPS and Science Act (CSA), companies should ensure they have a working understanding of the CSA, which is viewed as the catalyst for Intel’s decision to build multiple semiconductor fabrication plants northeast of Columbus, Ohio.

Semiconductor chip manufacturer Intel Corporation has announced plans for a massive expansion into Ohio, intending to make an initial investment of more than $20 billion in the construction of two new leading-edge chip factories near Columbus. This investment (and recent federal legislation such as the CHIPS and Science Act, which provides over $50 billion in federal incentive funding and tax credits to help the American semiconductor industry reshore manufacturing and invest in the next generation of technology) represents an exceptional opportunity for Ohio residents and companies, though there may be some unique challenges tech companies could face when starting or growing operations in the Buckeye State.