The doctrine of sovereign immunity is a foundational element of the interplay between a governmental investor’s contractual obligation to satisfy capital calls and a fund’s or lender’s ability to enforce that obligation...more
Make-whole clauses (also known as prepayment premiums, call premiums or call protection) are provisions in financing transactions that require the borrower to make a specified payment to the lender if a loan is prepaid before...more
The California Court of Appeal recently ruled that California law treats default interest measured against the unpaid principal balance of a loan as an unenforceable penalty. In Honchariw v. FJM Private Mortgage Fund, LLC...more
The State of New York has enacted a new law that should ease the transition away from US dollar LIBOR for legacy financial contracts that are governed by New York law but do not contain modern benchmark fallback provisions. ...more
The MAC provision - A material adverse change (“MAC”) provision (depending on where or how it is used) typically references a material adverse change in the business, assets, properties, liabilities, operations, condition...more