Articles & Books


Tax Reform: Effects on Funds and Securitizations

Dec 11, 2017

Tax Management Memorandum

Jason Schwartz, Jean Bertrand and Kara Altman discuss the provisions in the current House and Senate tax reform proposals that could, if enacted in their current form, significantly affect securitization vehicles and investment funds.


Related Attorney(s): Kara Altman, Jean Bertrand, Jason Schwartz
Related Practice(s): Securitization & Structured Products Taxation, Tax
Related Office(s): New York
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Elements of an Effective Corporate Compliance Program

Nov 17, 2017

Fraud & White Collar Crime 2017 Expert Guide

Companies that are either located in, or transact business in the United States – even if they are not in highly regulated industries like health care or finance – are subject to an almost ever-increasing array of regulations with which they must comply. Add to that the financial incentives provided by the whistleblower provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act 2010 (“Dodd-Frank Act”) and companies can find themselves at the center of regulatory or criminal investigations in an instant.


Related Attorney(s): Jodi Avergun
Related Practice(s): White Collar Defense and Investigations
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Share Reserve and Other Limits in Public Company Equity Plans

Nov 15, 2017

Practical Law

This article addresses the key considerations when establishing the share reserve and other limits in a public company equity plan, including business and shareholder considerations, the requirements of Sections 162(m) and 422 of the Internal Revenue Code, proxy advisory firm scoring and review, the voting guidelines of institutional investors, and potential shareholder litigation related to director awards.


Related Attorney(s): Gianna Sagan, David Teigman
Related Practice(s): Corporate, Executive Compensation & Benefits, Executive Compensation, Benefits & ERISA
Related Office(s): New York
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Roller-Coaster Ride for the Securitisation Market

Nov 13, 2017

LexisNexis

Robert Cannon considers the EU securitisation regulation adopted by the European Parliament on 26 October 2017 and the impact it will have on the European securitisation market.


Related Attorney(s): Robert Cannon
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
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Subscription Lines: Opportunities Multiply As They Are Seized

Sep 29, 2017

Non-Bank Financial Institutions Newsletter (Barclays)

Subscription lines to funds have been hitting the headlines recently. This article takes a closer look at the benefits of the subscription line, the concerns expressed in recent publications and their future usage.


Related Attorney(s): Jeremy Cross
Related Practice(s): Fund Finance, Private Equity, Securitization & Asset Based Finance
Related Office(s): London
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Insider Trading After Martoma: Benefits Without Friends?

Sep 18, 2017

Law360

The authors address United States v. Martoma, which eliminates the need to prove a “close personal relationship” between tippers and tipees who exchange confidential information, and will likely expand the number of criminal insider trading prosecutions by the federal government. It is the latest in a string of important decisions concerning the scope of insider trading liability.


Related Attorney(s): Todd Blanche, Nathan Bull, Kyle DeYoung, J. Robert Duncan, Lex Urban
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Corporate & Financial Services Litigation & Regulation, Corporate Governance, Corporate Governance Litigation and Counseling, Economic Sanctions, FCPA Enforcement and Compliance, Financial Regulation, Global Litigation, Investment Management Litigation, Securities Enforcement and Compliance, White Collar Defense and Investigations
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European Union: Financial Services

Sep 11, 2017

The European, Middle Eastern and African Antitrust Review 2018 | Global Competition Review | Sep 11, 2017

Cadwalader partner Vincent Brophy and special counsel Tom Bainbridge have written a chapter in Global Competition Review's annual Antitrust Review, entitled "European Union: Financial Services". The article provides a summary of EU antitrust developments in the financial services sector, including commentary on the recent proliferation of EU antitrust investigations, the interplay with financial regulatory enforcement and the development of private litigation. Against that background, the article addresses certain practical aspects to be considered when dealing with antitrust cases in this sector.


Related Attorney(s): Tom Bainbridge, Vincent Brophy
Related Practice(s): Antitrust
Related Office(s): Brussels, London
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Using Blockchain to Replace Deposit Account Control Agreements

Sep 11, 2017

Bloomberg Law | BNA's Banking Report

In a secured lending transaction, it is common for a lender to take security over a borrower’s deposit accounts as part of its collateral package. In the United States, such security interest is commonly perfected under the Uniform Commercial Code (UCC) by the entrance of the secured party, the debtor and the thirdparty account bank at which the deposit account is maintained into a deposit account control agreement (a DACA). While effective to perfect a security interest, the process of entering into and maintaining DACAs, and complying with their various terms, can be burdensome on all parties involved. This article takes a closer look at the potential implementation of a blockchain structure on traditional DACAs.


Related Attorney(s): Michael Lynch, Christopher McDermott, Jeffrey Nagle
Related Practice(s): Bank Regulation, Corporate, Corporate & Financial Services Litigation & Regulation
Related Office(s): New York
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Practice Alert: Implicit warnings in the DOJ’s declinations with disgorgement

Aug 31, 2017

The FCPA Blog

Since the DOJ launched the Pilot Program in April 2016 to encourage companies to self-report FCPA violations and cooperate with the feds, the DOJ has published seven declination letters addressed to companies under investigation. Companies should review and understand the implications of the DOJ’s use of declinations with disgorgement, as we expect the current practice to continue.


Related Attorney(s): Jodi Avergun, James Treanor
Related Practice(s): FCPA Enforcement and Compliance, White Collar Defense and Investigations
Related Office(s): Washington
read more »

From Bills Of Lading To Blockchain Structures

Aug 10, 2017

Law360

The emergence of blockchain technology in commodities trading raises important questions about the future of bills of lading and how these novel technologies fit with the legal concepts surrounding documents of title.


Related Attorney(s): Stephen Johnson, Christopher McDermott, Jeffrey Nagle
Related Practice(s): Corporate Finance
Related Office(s): Charlotte
read more »

Pre-packing European Debt in American Courts: the Roust Corporation Restructuring

June 1, 2017

Butterworths Journal of International Banking and Financial Law

This article examines the successful $1.1bn reorganisation of Roust Corporation in the United States Bankruptcy Court for the Southern District of New York earlier this year. Cadwalader acted as transatlantic adviser to the Ad Hoc Committee of Convertible Noteholders.


Related Attorney(s): Cort Malmberg, Richard Nevins
Related Practice(s): Financial Restructuring
Related Office(s): London
read more »

So You’ve Been Hacked: The Changing Landscape of Post-Data Breach Liability

April 28, 2017

New York Law Journal

The authors focus on the potential for regulatory and civil liability for corporations in the aftermath of a data breach.


Related Attorney(s): Joseph Facciponti, Joseph Moreno
Related Practice(s): Cybersecurity and Data Protection, Global Litigation, White Collar Defense and Investigations
Related Office(s): New York, Washington
read more »

The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasts 2017

April 26, 2017

The International Comparative Legal Guide to Lending & Secured Finance 2017

The Subscription Credit Facility and related Fund Finance markets continued their outpaced growth in 2016,  extending the long-standing industry trend. Mirroring the recent experience both during and after the financial crisis, facility credit performance remained pristine, with no monetary defaults having become public last year. The authors summarize the key trends in the Facility and Fund Finance markets in 2016 and forecasts developments for the coming year. This article appeared in the 2017 edition of The International Comparative Legal Guide to Lending & Secured Finance, published by Global Legal Group Ltd, London.


Related Attorney(s): Michael Mascia, Wesley Misson
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): Charlotte
read more »

SEC Scrutiny Of Non-GAAP Disclosures Likely To Continue

Mar 28, 2017

Law360

Non-GAAP measurements serve a valid purpose, which is to improve and supplement a company’s financial disclosures and provide additional comparability between periods and among firms. However, because non-GAAP disclosures are by definition unshackled from the prescriptions of GAAP, they are susceptible to potential manipulation and vulnerable to claims that they were used to mislead investors.


Related Attorney(s): J. Robert Duncan, Joseph Moreno
Related Practice(s): Global Litigation
Related Office(s): Washington
read more »

How Colleges Can Avoid Title IX Pitfalls

Mar 28, 2017

University Business

The authors discuss how to provide due process to higher ed students accused of sexual misconduct.


Related Attorney(s): Alexander Hokenson, A. Joseph Jay III, Anne Tompkins
Related Practice(s): Global Litigation
Related Office(s): Charlotte, Washington
read more »

Fund Finance 2017, First Edition

Feb 22, 2017

Global Legal Insights

Michael Mascia, Wesley Misson and Jeremy Cross co-authored the chapter on the U.S. subscription credit facility and fund finance market in Fund Finance 2017, First Edition. The book provides law firms, financial institutions, funds and investors with comprehensive insight into fund finance markets, products and jurisdictions.

 


Related Attorney(s): Jeremy Cross, Michael Mascia, Wesley Misson
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): Charlotte, London
read more »

Process Is Paramount: The Delaware Court of Chancery Gives “100% Weight” to Merger Price in Determining Company’s Fair Value in Appraisal Proceeding

Jan 2, 2017

The M&A Lawyer

The decision in Merion Capital LP et al. v. Lender Processing Services Inc. is just the latest of several relatively recent decisions equating fair value and merger consideration where the merger was the product of an appropriate sale process consisting of, among other things, an arm’s‑length negotiation conducted by an independent and informed board advised by independent financial advisors.


Related Attorney(s): Jason Halper, Jared Stanisci
Related Practice(s): Mergers & Acquisitions
Related Office(s): New York
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Patents for Computer and Life Science Technologies Making a Comeback?

November 8, 2016

New York Law Journal

In recent years, the U.S. Supreme Court has been making it more difficult to obtain and enforce patent protection for computer- and life science-related technologies. However, two recent Federal Circuit cases (Rapid Management Litigation and McRO) suggest there may be reasonable boundaries on the court's principles for excluding patent protection.


Related Attorney(s): Dorothy Auth Ph.D., Howard Wizenfeld
Related Practice(s): Intellectual Property, Patent & Trade Secret Litigation
Related Office(s): New York
read more »

ISDA and FIA Execution Agreement, Cleared Derivatives Execution Agreement and Addendum

October 28, 2016

Lexis PSL Banking & Finance

Assia Damianova discusses the ISDA and FIA execution agreement, cleared derivatives execution agreement and addendum.


Related Attorney(s): Assia Damianova
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
read more »

10 Best Practices for eDiscovery in Government Investigations

October 14, 2016

Discovia

The arrival of a government subpoena on the doorstep of your corporate headquarters rarely rates as a welcome development. Yet, the fallout is far worse without a plan in place to manage document discovery throughout the ensuing government investigation.


Related Attorney(s): Amy Ray
Related Practice(s): Antitrust Litigation & Civil Investigations, Global Litigation
Related Office(s): Washington
read more »

Even Legal Marijuana Businesses Pose Serious Money Laundering Risks for Banks and Investors

October 1, 2016

Compliance Week

Marijuana might be legal in some places, but as IRS audits increasingly show, just doing business with the legal marijuana industry brings significant compliance challenges, especially for the financial services world.


Related Attorney(s): Jodi Avergun
Related Practice(s): Anti-Money Laundering Investigations and Compliance, White Collar Defense and Investigations
Related Office(s): Washington
read more »

European Union: Financial Services

Sep 7, 2016

The European, Middle Eastern and African Antitrust Review 2017
Related Attorney(s): Tom Bainbridge, Vincent Brophy
Related Practice(s): Antitrust
Related Office(s): Brussels
read more »

Expert Q&A on Judicial Activism and Disclosure-Only Settlements in Delaware

August 19, 2016

Practical Law

Gregory Markel and Gillian Burns explain the implications of the Delaware Court of Chancery's decision in In re Trulia, Inc. Stockholders Litigation. The Court sent a forceful signal to the plaintiffs’ bar and corporate defendants by adopting a new standard for judicial approval of disclosure-only settlements in litigation challenging public mergers and acquisitions.


Related Attorney(s): Gillian Burns
Related Practice(s): Mergers & Acquisitions
read more »

5 Lessons For Colleges From Stanford Sexual Assault Case

August 18, 2016

Law360

The authors discuss the key issues that college and university administrators should consider when dealing with sexual assault investigations and adjudications.


Related Attorney(s): A. Joseph Jay III, Anne Tompkins
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
read more »

Brexit: Losing Our Passport

August 4, 2016

Practical Law

Nick Shiren discusses the impact on securitisation and CLOs should the UK lose all passporting rights to sell services into the EU following Brexit.


Related Attorney(s): Nick Shiren
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
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Step-in Risk: Consultation by the Basel Committee

August 1, 2016

International Trade Law and Regulation

Step-in risk is the risk that a bank may provide financial support to a “shadow bank” or other non-bank financial entity which is experiencing financial stress, where such a bank is not contractually obliged to do so but where it wishes to avoid damage to its reputation. The authors review the Basel Committee's December 2015 Consultative Document that proposes a conceptual framework under which the risk of such a step-in could be identified, assessed and addressed.


Related Attorney(s): Neil Macleod, Jeremiah Wagner
Related Practice(s): Bank Regulation, Financial Regulation
Related Office(s): London
read more »

Independent Investigations in Higher Education

July 11, 2016

Bloomberg BNA White Collar Crime Report

Higher education is now following the trend of corporate America - increasingly opting for outside counsel to handle investigations. The authors identify the motivations behind the rise of independent investigations in corporate America and explain the extent to which college administrators dealing with controversy are guided by these same motivations.


Related Attorney(s): A. Joseph Jay III
Related Practice(s): White Collar Defense and Investigations
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Finance Bill 2016: Criminal offences and civil sanctions

Apr 26, 2016

Lexis®PSL

Private Client analysis: Catherine Richardson, associate, and Adam Blakemore, partner, provide an update on the criminal offences and civil sanctions aspects of Finance Bill 2016 (formally known as Finance (No 2) Bill).

 

This article was first published on Lexis®PSL Private Client on 26 April 2016. Click for a free trial of Lexis®PSL.


Related Attorney(s): Adam Blakemore, Catherine Richardson
Related Practice(s): Private Wealth, Tax
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The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasting 2016

Apr 21, 2016

The International Comparative Legal Guide to Lending & Secured Finance

The Subscription Credit Facility and related Fund Finance markets continued their outpaced growth in 2015, building upon and continuing a market trend in place since at least 2010. Michael Mascia and Wesley Misson summarize the key trends in the Facility and Fund Finance markets in 2015 and forecast developments for the coming year. This article appeared in the 2016 edition of The International Comparative Legal Guide to Lending & Secured Finance, published by Global Legal Group Ltd, London.


Related Attorney(s): Michael Mascia, Wesley Misson
Related Practice(s): Fund Finance
read more »

Complying With AML Laws: Challenges for the Fintech Industry

April 05, 2016

Crowdfund Insider

A major challenge to the growing Fintech industry comes from government scrutiny and enforcement actions - particularly as they relate to money laundering and the financing of terrorist activity.


Related Attorney(s): Jodi Avergun
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Cybersecurity and Data Protection, Fintech, White Collar Defense and Investigations
Related Office(s): Washington
read more »

President Obama Signs Cybersecurity Act of 2015 to Encourage Cybersecurity Information Sharing

Apr 1, 2016

Pratt’s Privacy & Cybersecurity Law Report

The Cybersecurity Act of 2015 – Congress’s first major piece of cybersecurity legislation –has been years in the making. President Obama signed into law a $1.1 trillion omnibus spending bill that contained the Act late last year. The authors of this article discuss the Act and its implications.


Related Attorney(s): Keith Gerver
Related Practice(s): White Collar Defense and Investigations
Related Office(s): Washington
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U.S. DOE Disclaims Jurisdiction Over Canadian Gas and Authorizes LNG Exports to Non-FTA Nations from Bear Head LNG Project

April 1, 2016

Pratt’s Energy Law Report

The authors discuss two orders issued to Bear Head LNG Corporation and Bear Head LNG (USA), LLC, by the U.S. Department of Energy’s Office of Fossil Energy announcing its comprehensive policy for considering applications involving liquefied natural gas exports from Eastern Canada to global markets.


Related Attorney(s): Lamiya Rahman
Related Practice(s): Energy Regulation & Litigation, Regulation, Compliance, and Administrative Litigation
Related Office(s): Houston, New York
read more »

Marketing and Data Security Practices: The FTC v. LifeLock Settlement

April 01, 2016

Compliance & Ethics Professional

This most recent settlement between the FTC and LifeLock provides another important opportunity for businesses to evaluate their data security practices to ensure the protection of consumer data and the accuracy of their representations regarding those practices.


Related Attorney(s): Keith Gerver
Related Practice(s): Cybersecurity and Data Protection, White Collar Defense and Investigations
Related Office(s): Washington
read more »

The Unique Aspects of Independent Investigations in Higher Education

March 31, 2016

American Journal of Trial Advocacy

This article highlights the differences between independent investigations in the higher education context and those in the corporate context. These distinctions are exemplified through the authors' independent investigation into academic irregularities at the University of North Carolina at Chapel Hill.


Related Attorney(s): A. Joseph Jay III
Related Practice(s): White Collar Defense and Investigations
Related Office(s): Washington
read more »

Non-Bank Payments Aren't a Long-Term Answer for Legal Marijuana

Mar 04, 2016

PaymentsSource

Despite generating an estimated $4.5 billion in revenue last year, the legal marijuana industry has yet to solve one of its biggest issues—the lack of reliable payments, banking and other financial services.


Related Attorney(s): Jodi Avergun
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Securities Enforcement and Compliance, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Mandatory Subordination of Affiliate Securities Claims

March 1, 2016

ABI Journal

The mandatory-subordination provision of § 510(b) of the Bankruptcy Code serves the important purpose of preventing disappointed shareholders from assuming the guise of creditors in order to enhance their recoveries in bankruptcy.


Related Attorney(s): Ingrid Bagby
Related Practice(s): Financial Restructuring
Related Office(s): New York
read more »

Delaware Judges Have Been Heard

Feb 2, 2016

Law360

Until very recently, abusive litigation related to mergers was all but certain to follow the announcement of a public merger. Last fall, we wrote an article discussing the proliferation of disclosure-only settlements used to resolve merger litigation, which in many cases do not provide any economic benefit to shareholders and foreclose potentially valuable claims that have not been thoroughly vetted. 


Related Attorney(s): Gillian Burns
Related Practice(s): Mergers & Acquisitions
Related Office(s): New York
read more »

Pot Banking 2016: More State Ballots But Continued Unease

Feb 01, 2016

American Banker

Despite its astounding growth in recent years, the marijuana industry remains hampered by its own banking crisis. Marijuana businesses' difficulty in accessing financial services has created problems for businesses and government alike.


Related Attorney(s): Jodi Avergun
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Securities Enforcement and Compliance, White Collar Defense and Investigations
read more »

Draft Finance Bill 2016—criminal offences and civil sanctions

Jan 13, 2016

Lexis PSL

Corporate Crime analysis: What proposed criminal offences and civil sanctions are included in the draft Finance Bill 2016? Catherine Richardson, associate at Cadwalader, Wickersham & Taft LLP, and Adam Blakemore, partner at the firm, consider the proposed new criminal offences and civil sanctions contained in the draft Finance Bill 2016.


Related Attorney(s): Adam Blakemore, Catherine Richardson
Related Practice(s): Tax
Related Office(s): London
read more »
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Cadwalader News

ACI Summit on Controlled Substances: Regulation, Litigation and Enforcement

Jodi Avergun is speaking at this ACI event on January 30 in Washington, DC.

Cadwalader Subscription Center