With 2023 characterized by record inflation, constraints in the syndicated lending environment and rising interest rates, credit funds were able to step in to provide flexible, tailored and relationship-based financing to...more
On February 20, 2024, the U.S. Supreme Court declined to hear an appeal brought by the trustee of the Millennium Lender Claim Trust challenging the U.S. Court of Appeals for the 2nd Circuit’s August 2023 decision, in which...more
Key Points -
On August 24, 2023, a three-judge panel of the 2nd Circuit unanimously held that the syndicated term loans at issue were not “securities” under the test articulated by the Supreme Court in Reves v. Ernst &...more
Key Points -
The 2nd Circuit is considering whether syndicated term loans—i.e., loans to corporate entities provided by a group of lenders, rather than a single lender—are “securities” under a U.S. Supreme Court decision...more
Materiality in the context of the federal securities laws has been a topic of repeated focus by the Securities and Exchange Commission (SEC) and the courts over the years. That attention, however, has not necessarily produced...more
Executive summary
• Despite the COVID-19 pandemic, 2020 still saw robust private equity (PE) activity relative to historical activity, with well over 5,000 completed transactions even amid a drop in aggregate deal value...more
7/15/2021
/ Coronavirus/COVID-19 ,
Debt Financing ,
Debt Market ,
EBITDA ,
Fund Managers ,
Investment Management ,
Investors ,
Liquidity ,
Portfolio Companies ,
Portfolio Managers ,
Private Equity ,
Private Equity Firms ,
Private Equity Funds
- Market participants should review and assess their compliance procedures to prevent and detect insider trading risks associated with COVID-19.
- Companies should increase their vigilance regarding cybersecurity threats...more
4/1/2020
/ CFTC ,
Coronavirus/COVID-19 ,
Cybersecurity ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Financial Crimes ,
Insider Trading ,
Investors ,
Phishing Scams ,
Pump and Dump ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
U.S. Treasury ,
Wire Fraud
Projections of the full impact of COVID-19 (more commonly known as the coronavirus) on the economy remain extremely uncertain and continue to reflect a variety of outcomes. As a result of this uncertainty, businesses who have...more
Significant economic, regulatory and political uncertainties in 2020 should prompt board of directors members to evaluate, and take steps to mitigate, potential downside risks facing their businesses. Certain challenges...more
1/23/2020
/ Board of Directors ,
Breach of Duty ,
Capital Markets ,
Chapter 11 ,
Commercial Bankruptcy ,
Corporate Restructuring ,
D&O Insurance ,
Economic Development ,
Economic Downturn ,
Fiduciary Duty ,
Global Economy
Background of Kenneth Cole Productions Shareholder Litigation -
The case involved Kenneth Cole Productions (KCP), a public New York corporation well-known as the designer and marketer of shoes, apparel and accessories....more
Proxy Access -
2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more
Executive and Director Compensation -
Perennially in the spotlight, executive compensation will continue to be a hot topic for directors in 2016. But this year, due to the SEC’s active rulemaking in 2015, directors will...more
Audit Committees -
Averaging 8.8 meetings a year, audit continues to be the most time-consuming committee.i Audit committees are burdened not only with overseeing a company’s risks, but also a host of other...more
Risk Management -
Risk management goes hand in hand with strategic planning — it is impossible to make informed decisions about a company’s strategic direction without a comprehensive understanding of the risks involved....more
Cybersecurity -
Nearly 90 percent of CEOs worry that cyber threats could adversely impact growth prospects, up from nearly 70 percent the previous year. Yet, in a recent survey, nearly 80 percent of the more than 1,000...more
M&A Developments -
M&A activity has been robust in 2015 and is on track for another record year. According to Thomson Reuters, global M&A activity exceeded $3.2 trillion, with almost 32,000 deals during the first three...more
Board Composition and Succession Planning -
Boards have to look at their composition and make an honest assessment of whether they collectively have the necessary experience and expertise to oversee the new opportunities...more
Social Media -
Companies that ignore the significant influence that social media has on existing and potential customers, employees and investors do so at their own peril. Last quarter, Facebook reported daily active...more
Top 10 Topics for Directors in 2016 U.S. public companies face a host of challenges as they enter 2016. Here is our annual list of hot topics for the boardroom in the coming year...
...more
Shareholder Activism -
Shareholder activism and “suggestivism” continue to gain traction. With the success that activists have experienced throughout 2015, coupled with significant new money being allocated to activist...more
In this analysis:
- Introduction
- MFW standard applied
- Control explained
- Indemnification tested
- Revlon and fiduciary duties examined
- Delaware reaches out
- Excerpt...more
2/9/2015
As we wrote earlier this year, end-use corporate energy consumers large and small are increasingly turning to distributed power generation using solar, wind and other technologies to reduce purchased power costs and price...more
Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more
For majority stockholders in Delaware companies, the complications and added expenses often caused by minority stockholders may result in a decision to buy out that minority, simplify the company’s capital structure and...more
Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more