On May 22, Judge Gardephe granted a motion to dismiss in Kirschner v. JPMorgan Chase Bank, N.A., a case that, among other things, considered whether the origination and distribution of a syndicated bank loan is subject to...more
5/28/2020
/ Blue Sky Laws ,
Breach of Contract ,
Breach of Duty ,
Covenant of Good Faith and Fair Dealing ,
Department of Justice (DOJ) ,
False Claims Act (FCA) ,
Fiduciary Duty ,
Investment Management ,
JPMorgan Chase ,
Material Misstatements ,
Negligent Misrepresentation ,
Omissions ,
Popular ,
Securities Regulation ,
Securities Violations ,
Syndicated Loans
On May 21, the Securities and Exchange Commission (SEC) adopted amendments to its rules governing financial disclosures relating to acquisitions and dispositions of businesses. ...more
The McClatchy Company (MNI) Mellows Out -
For a name on which $380 million was written at the time of the credit event and that had attracted some publicity in 2018, the scarcity of unsecured bonds (only around $15...more
On March 22, federal banking regulators, including the board of governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the...more
On March 22, federal banking regulators, including the board of governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration, the Office of the...more
On March 22, 2020, the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC), the National Credit Union Administration (the NCUA), the Office of the Comptroller of the...more
On March 21, 2020, New York Gov. Andrew Cuomo issued Executive Order No. 202.9, pursuant to his broad emergency powers to temporarily suspend or modify statutes, local laws, ordinances, rules and regulations during periods of...more
On March 20, Sen. Elizabeth Warren, D-Mass., disclosed to certain news outlets that she had sent a letter, dated March 19, to Steven T. Mnuchin, secretary of the treasury, in his capacity as chair of the Financial Stability...more
With the continuing spread of the COVID-19 pandemic across the globe, its full implications remain unknown. For OTC derivatives market participants, COVID-19 raises a number of considerations that firms should take into...more
3/17/2020
/ Business Disruption ,
China ,
Commodities ,
Coronavirus/COVID-19 ,
Crisis Management ,
Derivatives ,
Emergency Management Plans ,
Financial Markets ,
Force Majeure Clause ,
Holidays ,
Infectious Diseases ,
Investment ,
ISDA ,
Market Participants ,
Over The Counter Derivatives (OTC) ,
Public Health ,
Valuation
On March 9, the Loan Syndications and Trading Association (“LSTA”), the association for the syndicated loan market in the United States, announced that it members are taking multiple steps to ensure business continuity and a...more
3/11/2020
/ Bank Loan Markets ,
Business Continuity Plans ,
China ,
Coronavirus/COVID-19 ,
Crisis Management ,
Emergency Management Plans ,
Financial Services Industry ,
Infectious Diseases ,
Loan Syndication and Trading Association (LSTA) ,
Public Health ,
Syndicated Loans
On March 6, 2020, the Alternative Reference Rates Committee (ARRC) convened by the Federal Reserve Board and the Federal Reserve Bank of New York released a proposal for New York State legislation that is intended to reduce...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...more
3/9/2020
/ Capital Raising ,
Crowdfunding ,
Harmonization Rules ,
Investor Protection ,
Investors ,
Issuer Exemption ,
Offerings ,
Private Placements ,
Proposed Amendments ,
Regulation A ,
Regulation D ,
Rule 504 ,
Rule 506(c) ,
Rulemaking Process ,
Safe Harbors ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Testing-the-Waters Communications
On March 2, 2020, the Securities and Exchange Commission voted to adopt amendments to the financial disclosure requirements for guarantors and issuers of guaranteed securities registered or being registered in Rule 3-10 of...more
3/5/2020
/ Amended Regulation ,
Corporate Issuers ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Reporting ,
Guarantors ,
Regulation S-X ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Subsidiaries
On March 4, 2020, the Securities and Exchange Commission (the Commission) announced that it is providing conditional regulatory relief for certain publicly traded company filing obligations under the federal securities law in...more
3/5/2020
/ Annual Reports ,
Best Practices ,
China ,
Coronavirus/COVID-19 ,
Emergency Management Plans ,
Filing Deadlines ,
Filing Requirements ,
Form S-3 ,
Form S-8 ,
Infectious Diseases ,
Public Health ,
Publicly-Traded Companies ,
Quarterly Report ,
Regulatory Requirements ,
Relief Measures ,
Risk Management ,
Securities and Exchange Commission (SEC)
On Feb. 19, 2020, the SEC announced charges against Diageo plc, an alcoholic beverages company, arising out of its failure to make required disclosures of known trends with respect to alleged unsustainable overshipments of...more
2/27/2020
/ Beverage Manufacturers ,
Disclosure Requirements ,
Distributors ,
Enforcement Actions ,
Failure To Disclose ,
Financial Markets ,
Financial Statements ,
Inventory ,
MD&A Statements ,
Overstatement of Basis ,
Penalties ,
Popular ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Supply and Demand ,
Target Amounts ,
Wine & Alcohol
On Feb. 6, the Federal Reserve Board released the hypothetical scenarios for the 2020 stress test exercises, which ensure that large banks have adequate capital and processes to continue lending to households and businesses...more
On Jan. 30, 2020, the Financial Industry Regulatory Authority (FINRA) proposed amendments to the Capital Acquisition Broker (CAB) rules to expand the range of permitted activities for CABs and their associated persons. ...more
Section 13 of the Bank Holding Company Act of 1956 (the BHC Act) generally prohibits any insured depository institution (as defined in Section 3(c) of the Federal Deposit Insurance Act, but excluding institutions that...more
2/12/2020
/ Bank Holding Company Act ,
Banks ,
Covered Funds ,
Debt Instruments ,
Depository Institutions ,
Derivatives ,
Dodd-Frank ,
Exclusions ,
FDIC ,
Fiduciary Duty ,
Foreign Exchanges ,
International Banks ,
Investment Adviser ,
Loans ,
Ownership Interest ,
Regulatory Requirements ,
Section 13 ,
Volcker Rule
On Jan. 31, 2020, the board of governors of the Federal Reserve System (the Federal Reserve), the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC, and together with the...more
The FDIC Fall 2019 edition of Supervisory Insights contained an article entitled “Leveraged Lending: Evolution, Growth and Heightened Risk”. In the article, the FDIC noted that the credit agreement terms have continued to...more
On Jan. 30, 2020, the SEC proposed amendments to modernize Management’s Discussion and Analysis (MD&A) financial disclosure requirements in Regulation S-K....more
2/5/2020
/ Corporate Governance ,
Deregulation ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Agenda ,
Regulatory Oversight ,
Regulatory Requirements ,
Rulemaking Process ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
Over the past several years, a number of transactions in the credit default swap (CDS) market have been scrutinized by the public, market participants and regulators. These transactions — which we have labeled as...more
Thomas Cook Takeaways -
For credit default swap (CDS) protection buyers with protection on Thomas Cook Group Plc, a U.K. scheme of arrangement paving the way for a £1.6 billion debt-to-equity exchange imposed on all debt...more
1/10/2020
/ Acceleration ,
CFTC ,
Chapter 15 ,
Commercial Bankruptcy ,
Contract Terms ,
Credit Default Swaps ,
Debt ,
Derivatives ,
End-Users ,
ISDA ,
Lenders ,
Liquidity ,
Popular ,
Secondary Credit Markets
ISDA has reopened the CDS NTCE Protocol prior to its effective date on Jan. 27, 2020. The Protocol will remain open for adherence until noon on Friday, Jan. 24, 2020. ...more
On Dec. 19, 2019, the Division of Corporation Finance of the SEC updated its guidance with respect to the SEC’s procedures for confidential treatment applications (CTAs). In April 2019, the SEC adopted a streamlined procedure...more
1/3/2020
/ Confidential Information ,
Disclosure Requirements ,
EDGAR ,
Exemptions ,
Filing Requirements ,
FOIA ,
New Guidance ,
Popular ,
Publicly-Traded Companies ,
Redacted Documents ,
Regulation S-K ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation