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ARRC Details Fallback Language for Floating Rate Notes and Syndicated Loans

The Alternative Reference Rates Committee (ARRC) issued a press release detailing recommended fallback language for floating rate notes and syndicated loans....more

IMF Finds Leveraged Lending an Area of Concern, But Risks Are Mitigated

On April 10, 2019, the International Monetary Fund (IMF) held a press conference to discuss its semiannual Global Financial Stability Report (the GFSR), which assesses key risks facing the global financial system. The GFSR...more

Ranking Member of Senate Finance Committee Demands FSOC Address Risk in Leveraged Loan Market

In an April 11 letter to Treasury Secretary Mnuchin, in his capacity as chair of the  Financial Stability Oversight Council (FSOC), U.S. Sen. Sherrod Brown (D-Ohio), the ranking member of the U.S. Senate Committee on Banking,...more

SEC Settlement in the Curt Schilling 38 Studios Matter Highlights the Section 17(a)(2) Liability of Initial Purchasers in Rule...

On March 20, 2019, an agreement between Wells Fargo Securities LLC (Wells Fargo) and the Securities and Exchange Commission (SEC) to settle litigation involving failed video game company 38 Studios, LLC, headed by former...more

SEC Adopts Amendments to Implement Fast Act Disclosure Modernization and Simplification

On March 20, 2019, the Securities and Exchange Commission (the SEC) voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. ...more

FSB Launching Inquiry Into Leveraged Loans

The Financial Stability Board (FSB), an international body composed of representatives from governments, financial institutions, and international standard-setting, regulatory and central bank bodies that monitors and makes...more

Federal Reserve Chairman Powell Testifies That Leveraged Lending Does Not Pose a Systemic Risk to Banks

On Feb. 27, 2019, Federal Reserve Chairman Jerome Powell, during testimony before the House Financial Services Committee, was asked by Representative Gregory Meeks (D-NY, 5th District) whether the Federal Reserve “believes...more

SEC Proposes to Expand "Test the Waters" to All Issuers

Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more

Fifth Circuit Disallows Make-Whole Payment in Bankruptcy

On Jan. 19, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated a bankruptcy court decision awarding Ultra Petroleum Corp. noteholders $201 million in make-whole payments and $186 million in post-petition interest. ...more

FSB to Consider Enhanced Reporting Requirements for Non-Bank Providers of Leveraged Loans

The Financial Stability Board (FSB), an international body established in 2009 to implement and promote effective regulatory, supervisory and other financial sector policies, issued its most recent annual Global Monitoring...more

The Surprising 2018 SNC Review Results: Risk in the Portfolio of Syndicated Bank Loans Has Declined

On Jan. 25, 2019, the board of governors of the Federal Reserve System (the Federal Reserve), the Federal Deposit Insurance Corporation (the FDIC) and the Office of the Comptroller of the Currency (the OCC, and together with...more

Agencies Formally Confirm Lessened Consequences for Noncompliance With Leveraged Lending Guidance

On Sept. 11, 2018, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corp., the National Credit Union Administration and the Bureau of Consumer...more

The New Delaware LLC “Divisive Merger” Provision – A Potentially Dangerous Loophole Under Debt Covenants

Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more

Comptroller of the Currency Announces That Leveraged Lending Guidance Is Not Expected to Be Changed

On May 24, 2018, Joseph Otting, the comptroller of the currency, the principal regulator of all national banks, announced in a telephonic press conference that he does not expect that the Office of the Comptroller of the...more

LIBOR Replacement to Begin Publication

The Alternative Reference Rate Committee (ARRC) of the New York Federal Reserve Bank announced that the Secured Overnight Financing Rate (SOFR), a broad Treasury repo financing rate that is the ARRC’s recommended alternative...more

Small Business Credit Availability Act Becomes Law, Allowing BDCs to Incur Significantly More Debt

On March 23, 2018, President Trump signed into law the Consolidated Appropriations Act of 2018, which contains as Title VIII thereof the Small Business Credit Availability Act. ...more

Comptroller of the Currency Announces That OCC Will Not Enforce Leveraged Lending Guidance

On Feb. 27, 2018, Joseph Otting, the comptroller of the Currency, the principal regulator of all national banks, speaking at a conference hosted by the Structured Finance Industry Group in Las Vegas, NV, announced that the...more

SEC Approves NYSE Rule Changes on Listing Without an IPO

The Securities and Exchange Commission (SEC) has approved a proposal by the New York Stock Exchange (NYSE) to facilitate listing on the NYSE without a prior underwritten public offering. Section 102.01B of the NYSE Listed...more

Funds Talk: February 2018

Global Regulators Increasingly Shifting Focus to Cryptocurrency - After years of allowing cryptocurrency transactions to fly under the radar, financial market regulators are beginning to turn their attention to virtual...more

SEC Releases Guidance on Near-Term Disclosure Regarding Effects of New Tax Law

The tax reform signed into law by President Trump on Dec. 22 (the Tax Act) presents public companies with several accounting and disclosure challenges. Although companies are still evaluating how they will be affected by the...more

The Limitations on Interest Deductibility in the New Tax Law

On Dec. 20, 2017, the House of Representatives by a vote of 224 to 201 passed the most significant tax legislation in more than three decades. The Senate passed the same legislation earlier in the day....more

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