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Articles
Cadwalader Discusses FTC’s About Face on Debt for Hart-Scott-Rodino Purposes
September 17, 2021Columbia Law School's Blue Sky Blog
Another decision from the FTC could raise the costs of merger reviews for both the parties and the government alike. Cadwalader's Joel Mitnick and Ngoc Hulbig provide insights here.
Related Practice(s): Antitrust, Global Litigation
Related Office(s): New York, Washington
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Sexual Harassment Workplace Investigations in the MeToo Era
September 15, 2021LexisNexis
This practice note provides an overview of the statutes and standards governing the various legal issues implicated by the MeToo (or #MeToo) movement and addresses best practices for conducting sexual harassment workplace investigations in the MeToo era.
Related Practice(s): Global Litigation
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Circuit Strikes Class Action Allegations on Pleadings, Sends Securities Fraud Claims to Arbitration
September 14, 2021ABA Section of Litigation
The Eighth Circuit recently enforced an arbitration clause despite evidence that the plaintiff never saw the clause or signed the arbitration agreement. Cadwalader's Jason Halper and Adam Magid outline the decision here.
Related Practice(s): Global Litigation
Related Office(s): New York
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How Social Movements Are Affecting Corporate Governance
August 26, 2021Law360
This article provides guidance on the recent trends in the environmental, social and governance, or ESG, arena, and the #MeToo and Black Lives Matter movements influencing corporate governance and the workplace.
Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Global Litigation
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The ABCs of ESG
August 6, 2021Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Fund Finance
Related Office(s): Charlotte
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The President’s Competition Order Signals the Return to Stricter Antitrust Enforcement
8/6/2021Practising Law Institute Chronicle
Related Practice(s): Antitrust, Global Litigation
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ESG, MeToo, and Black Lives Matter: Key Corporate Governance and Workplace Issues
August 2, 2021LexisNexis
Cadwalader's Ellen Holloman and Hyungjoo Han provide guidance on the recent trends in Environmental, Social, and Governance (ESG), the #MeToo movement (#MeToo), and Black Lives Matter (BLM) impacting corporate governance and the workplace.
Related Practice(s): Corporate, Corporate Governance, Environmental, Social & Governance (ESG) Task Force, Global Litigation
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Limited Recourse Financing Series: The Need for Limited Recourse Structures
July 30, 2021Related Practice(s): Real Estate
Related Office(s): London
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Note Prevails over Mortgage in the Event of a Conflict
July 30, 2021Related Practice(s): Real Estate
Related Office(s): New York
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Challenges in standardisation of greenbonds: The US perspective
July 15, 2021IFLR Americas ESG Report
Cadwalader's Michael Gambro and Michael Ruder co-authored an article in the IFLR ESG Report 2021 which highlights the following:
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Challenges facing green bond issuers and investors regarding the development of common disclosure frameworks.
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Legislative and regulatory steps that have been taken to address the lack of a clear definition of what qualifies as a green bond.
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Risk factor disclosure best practices for green bond offerings, including a sample green bond risk factor.
Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Securitization & Asset Based Finance
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A Guide to LIBOR Legislation
July 14, 2021Bloomberg Law
In this Bloomberg Law Professional Perspective, Cadwalader partner Lary Stromfeld outlines key features of LIBOR legislative initiatives designed to avoid the uncertainty, disputes, litigation, and market disruption that could arise from the trillions of dollars of unremediated legacy transactions.
Related Practice(s): LIBOR Preparedness Team
Related Office(s): New York
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Rationalizing Lending Authorities
July 5, 2021TaxNotes
Jason Schwartz and Alissa Kalinowski examine lending as a U.S. trade or business and argue that loan purchases at initial issuance should be protected.
Related Practice(s): Tax
Related Office(s): Washington
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IP Law 2021 Mid-Year Trends—Looking Ahead
July 2, 2021Cadwalader intellectual property attorneys Dorothy Auth, Howard Wizenfeld, and Dov Hirsch look at the potential impact of some recent and pending IP court decisions. Trends to watch include potential guidance in the areas of patent eligibility, whether AI can be an “inventor,” and protections for Covid-19 vaccines.
Related Practice(s): Global Litigation, Intellectual Property, Patent & Trade Secret Litigation, Patent Preparation & Prosecution
Related Office(s): New York
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Coming Back
June 30, 2021Related Practice(s): Real Estate
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Make Me a Right of Refusal I Can't Refuse
June 30, 2021Related Practice(s): Real Estate
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Negative Pledges in Commercial Real Estate Financings – Why Do We Need Them?
June 30, 2021Related Practice(s): Real Estate
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The Importance of Springing Members
June 30, 2021Related Practice(s): Real Estate
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A Slam Dunk From the Supreme Court for College Athletes: No Antitrust Immunity for the NCAA
June 23, 2021Westlaw Today
Cadwalader’s Joel Mitnick and Ngoc Hulbig co-authored an article in Westlaw Today which highlights the Supreme Court’s recent landmark decision regarding student athlete compensation. This article examines the relevant cases, dating back decades, that ultimately led to this decision and outlines what happens next.
Related Practice(s): Antitrust, Global Litigation, Sports Law
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CLO managers embed new EU sustainable disclosure language in docs after investor push
June 17, 2021Cadwalader Capital Markets partner David Quirolo and Financial Services partner Michael Sholem comment on various considerations for EU-based CLO investors and managers regarding the incorporation of EU Sustainable Finance Disclosure Regulation (SFDR)-compliant information into their associated deal documentation.
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): Dublin, London
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Looking Beyond the Normal Paved Paths – The Role of the Sustainability Coordinator
June 4, 2021Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Fund Finance
Related Office(s): London
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How Speedway Deal Might Have Avoided Antitrust Gridlock
6/4/2021Law360
Related Practice(s): Antitrust, Global Litigation
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One Way Out: New York’s One-Action Rule
May 27, 2021Related Practice(s): Real Estate
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A Further Blow to the Landlords? The Virgin Active Case and the New Restructuring Plan Regime
May 27, 2021Related Practice(s): Real Estate
Related Office(s): London
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PitchBook on ESG Developments in the Private Markets
May 7, 2021read more »
Top 10 Items to Consider When Structuring Your ESG Facility
April 30, 2021Related Practice(s): Environmental, Social & Governance (ESG) Task Force
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What’s So Special about Special Purpose Entities?
April 29, 2021Related Practice(s): Real Estate
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Don’t Be Cruel: Appellate Division Upholds Waiver of Fiduciary Duties But Denies Motion to Dismiss Claim for Breach of Good Faith and Fair Dealing
April 29, 2021Related Practice(s): Real Estate
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Insurance Broker Letters in Commercial Real Estate Financings: Why Do We Need Them?
April 29, 2021Related Practice(s): Real Estate
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Stand Pat, Don’t Act: Supreme Court Holds That Mere Retention of Debtor Property Does Not Violate Section 362(a)(3) of the Bankruptcy Code’s Automatic Stay Provision
April 28, 2021Pratt's Journal of Bankruptcy Law
In a unanimous decision, the U.S. Supreme Court held that mere retention of estate property after the filing of a bankruptcy petition does not violate Section 362(a)(3). The authors of this article discuss the decision and its implications.
Related Practice(s): Bankruptcy Litigation
Related Office(s): New York
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High Court Oracle Copyright Ruling Is A Boon For Innovation
April 8, 2021Law360
Many companies will look to the Supreme Court's decision in Google v. Oracle for guidance on the scope of Java's copyright protection. Cadwalader Intellectual Property attorneys Dorothy Auth, Howard Wizenfeld and Jaclyn Hellreich provide key takeaways.
Related Practice(s): Global Litigation, IP Due Diligence, ITC Litigation, Patent & Trade Secret Litigation, Patent Preparation & Prosecution, Trademark & Copyright Protection
Related Office(s): New York, Washington
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Lexology GTDT's Securities Litigation 2021
March 31, 2021Lexology GTDT
Cadwalader attorneys provide an overview of recent securities litigation news from around the world for Lexology GTDT’s “Securities Litigation 2021.” Global Litigation Chair Jason Halper is the contributing editor of the guide.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, Securities Enforcement and Compliance
Related Office(s): New York
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LIBOR Update
March 30, 2021Related Practice(s): LIBOR Preparedness Team, Real Estate
Related Office(s): London
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Making Sure the Ground Tenant Builds
March 30, 2021Related Practice(s): Real Estate
Related Office(s): New York
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LIBOR Remediation Raises Lien Priority and Title Insurance Questions
March 29 ,2021The Real Estate Finance Journal
Commercial mortgage lenders face unique challenges due to LIBOR remediation. The authors of this article explain the challenges, various remediation approaches, and note that there are no simple answers.
Related Practice(s): LIBOR Preparedness Team, Real Estate
Related Office(s): New York
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Risk Retention in EU and UK Securitisations
March 24, 2021LexisNexis
Cadwalader partner Nick Shiren and special counsel Alex Collins cover Risk Retention in EU and UK securitisations in a recent practice note for LexisNexis.
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
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ESG Loans – The Next Big Wave in Fund Finance
March 19, 2021Related Practice(s): Environmental, Social & Governance (ESG) Task Force
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Ch-Ch-Ch-Changes: NY Commercial Landlords’ Duty to Mitigate
February 25, 2021Related Practice(s): Real Estate
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Brexit Update – Changes to Loan Documentation
February 25, 2021Related Practice(s): Real Estate
Related Office(s): London
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A Conversation with Bill Ackman
February 16, 2021Harvard Law School Forum on Corporate Governance
Related Practice(s): Corporate, Corporate Governance, Mergers & Acquisitions, Private Equity
Related Office(s): New York
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GameStop: Regulators Should Focus Less on "Solving the Problem"; More on "Improving the Situation"
February 16, 2021The Cadwalader Cabinet
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Cos. Should Keep A Close Watch On SIGPR Enforcement
February 10, 2021Law360
As the Biden administration takes the reins in Washington, company general counsels should keep a close watch on the work of The Special Inspector General for Pandemic Recovery (SIGPR). Cadwalader's Mark Grider, James Treanor, Cheryl Risell and Kendra Wharton outline what companies should expect from the SIGPR.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
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The Commercial Real Estate Landscape in the Post-COVID World
February 3, 2021The Real Estate Finance Journal
The COVID-19 pandemic has had an unparalleled impact on the way we live and work and will have long-lasting implications on the future of commercial real estate. Jessica Wong discusses retail, hospitality, and office properties in the wake of the pandemic.
Related Practice(s): Real Estate
Related Office(s): New York
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What Is “Physical Loss”? Court Opens the Door for Policy Holders
February 3, 2021A district court recently denied an insurance company defendant’s motion to dismiss based on the assertion that COVID-19 does not result in “direct physical loss or direct physical damage” to real property because the same requires an “actual, tangible, permanent, physical alteration of property.” Loren Taub discusses the decision and its implications.
Related Practice(s): Corporate, Real Estate
Related Office(s): New York
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Navigating alternative liquidity solutions
February 1, 2021Private Equity International
With fund finance surging during the pandemic, Cadwalader partners Samantha Hutchinson and Brian Foster examine how the likes of ‘PRAV’ facilities, preferred equity solutions, and continuation financings can be utilized.
Related Practice(s): Fund Finance
Related Office(s): Charlotte, London, New York, Washington
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English Courts Consider Material Adverse Effect Clause Invoked by the Effects of the COVID-19 Pandemic
January 28, 2021Related Practice(s): Real Estate
Related Office(s): London
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Key Takeaways From CFPB's Year-End Enforcement Flurry
January 26, 2021Law360
In a recent article for Law360, Cadwalader partner Rachel Rodman and associate Kendra Wharton provide key takeaways from the CFPB's year-end enforcement flurry.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
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Pandemic-Era Practical Considerations When Invoking and Interpreting Material Adverse Effect and Change Clauses
January 14, 2021PLI
In this article, Cadwalader partner Melis Acuner and associate Emma Farrow analyze practical considerations when invoking and interpreting material adverse effect and change clauses in commercial contracts during the pandemic-era.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, International Dispute Resolution, Trial Practice
Related Office(s): London
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Expect a Boost in Consumer Financial Protection Under Biden
December 23, 2020Bloomberg Law
Cadwalader's Rachel Rodman, Keith Gerver and Kendra Wharton cover the expected boost in consumer financial protection under the Biden administration and at state agencies enforcing consumer protection laws.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
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Implementing New Regulation SK Requirements
December 23, 2020Corporate Secretary
Revised SEC rules that took effect in November are intended to modernize reporting requirements. Matthew Dolloff, Erica Hogan and William Mills explain what the changes are and how companies can comply with them.
Related Practice(s): Corporate
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Welcoming 2021
December 21, 2020Related Practice(s): Real Estate
Related Office(s): New York
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Take Another B-Piece of My Heart, Now Baby
December 21, 2020Related Practice(s): Real Estate
Related Office(s): New York
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Don’t Lend No Hand to Raise No Flag Atop No Ship of Fools: Breach of SPE Provisions by Non-Borrower Exposes Non-Borrower to Potential Tort Liability
December 21, 2020Related Practice(s): Real Estate
Related Office(s): New York
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Hotel Financing Series, Part 6: Cash Control
December 21, 2020Related Practice(s): Real Estate
Related Office(s): London
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LawWise Podcast: A Closer Look at Real Estate Workouts and Restructurings, Part 2
November 30,2020Related Practice(s): Real Estate
Related Office(s): New York
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Hotel Financing Series, Part 5: Hotel Management Arrangements and Related Issues
November 30,2020Related Practice(s): Real Estate
Related Office(s): London
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Proposed Amendments Would Fundamentally Change HSR Compliance for Private Fund Managers
11/12/2020Hedge Fund Law Report
Cadwalader partner Joel Mitnick and counsel Ngoc Hulbig summarize the FTC’s proposals and offer a high-level analysis of their respective effects on private fund managers and other financial investors.
Related Practice(s): Antitrust, Global Litigation, Merger Clearance
Related Office(s): New York, Washington
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LawWise Podcast: Real Estate Workouts and Restructurings
October 28, 2020Related Practice(s): Real Estate
Related Office(s): New York
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CFIUS Basics for Real Estate Lenders
October 28, 2020Related Practice(s): Real Estate
Related Office(s): Charlotte, New York, Washington
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The Only Guarantee in Life Is That There Are No Guarantees
October 28, 2020Related Practice(s): Real Estate
Related Office(s): New York
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Hotel Financing Series, Part 4: Deciphering the Pitfalls in Dealing with Franchise and Non-Disturbance Agreements
October 28, 2020Related Practice(s): Real Estate
Related Office(s): London
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New York State Legislature Considering Imposition of Mortgage Recording Tax on Mezzanine Loans and Preferred Equity
September 30, 2020Related Practice(s): Mezzanine Finance, Real Estate
Related Office(s): New York
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Hotel Financing Series, Part 3: Use of OpCo/PropCo Structures
September 30, 2020Related Practice(s): Real Estate
Related Office(s): London
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The Mark Hotel Borrower Granted Injunction Delaying Mezzanine Lender’s Foreclosure Sale
September 17, 2020Cadwalader's Melissa Hinkle, Christopher Dickson and Howard Hawkins Jr. discuss a recent preliminary injunction granted in favor of a borrower enjoining the mezzanine lender from proceeding with a Uniform Commercial Code foreclosure sale of the equity interests in The Mark Hotel.
Related Practice(s): Bankruptcy Litigation, Financial Restructuring, Mezzanine Finance, Real Estate
Related Office(s): Charlotte, New York
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Justice Department Revises Merger Remedies Guidelines
9/11/2020NYU School of Law Compliance and Enforcement Blog
Related Practice(s): Antitrust, Global Litigation
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Hotel Financing Series, Part 2: Covenants
August 31, 2020Related Practice(s): Real Estate
Related Office(s): London
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Some Thoughts on Late Charges and Default Rate Interest
August 31, 2020Related Practice(s): Real Estate
Related Office(s): New York
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Taking Notice
August 31, 2020Related Practice(s): Real Estate
Related Office(s): Charlotte
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PPP Loan Forgiveness: Challenges for Lenders
August 17, 2020Lenders continue to face a number of challenges and risks in connection with #PPP loan forgiveness. Cadwalader's Jodi Avergun, Anne Tompkins, Christian Larson and Kendra Wharton, alongside Guidehouse Financial Services' Kathryn Rock and Christopher Sicuranza, outline several challenges and risks lenders face in the coming weeks and months.
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Global Litigation, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
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UK–EU Extradition Arrangements Post Brexit
August 14, 2020New Law Journal
With UK-EU negotiations continuing, Cadwalader’s Kevin Roberts and Charlotte Glaser discuss the UK’s anticipated departure from the European Arrest Warrant in an article for New Law Journal.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): London
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Hotel Financing Series, Part 1: How a Hotel Loan Differs from Other Real Estate Loans
July 30,2020Related Practice(s): Real Estate
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Social Distancing for Distressed Loan Negotiations: The Role of Reservation of Rights Letters
July 30, 2020Related Practice(s): Real Estate
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Avoiding Title Insurance Pitfalls in Portfolio Transactions
July 30, 2020read more »
Supreme Court Holds That CFPB's Structure is Unconstitutional
July 20, 2020Harvard Law School Forum on Corporate Governance
On June 29, the Supreme Court issued its long-awaited opinion in Seila Law LLC v. Consumer Financial Protection Bureau, finally resolving the question that has dogged the new agency since its inception: Is the leadership structure of the Consumer Financial Protection Bureau (CFPB) constitutional?
Related Practice(s): Financial Regulation
Related Office(s): Charlotte, New York, Washington
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Transitions From IBOR to Alternative Rates Avoid Tax Under Proposed Regulations (Journal of Taxation of Investments)
July 17, 2020Journal of Taxation of Investments
Recently proposed U.S. treasury regulations confirm that replacing interbank offered rates with alternative reference rates in certain fi nancial instruments will not be treated as taxable events for U.S. federal income tax purposes.
Related Practice(s): Corporate Taxation, LIBOR Preparedness Team, Securitization & Structured Products Taxation, Tax
Related Office(s): New York, Washington
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Tips For Securitizing Loans With Future Advance Obligations
July 8, 2020Law360
The COVID-19 pandemic has heightened the importance of certain issues that are ever-present in the lending market - namely, the borrower's desire to minimize costs and maximize repayment flexibility, and the lender’s desire for liquidity in the secondary markets. One loan feature which is emblematic of these somewhat conflicting considerations is a loan term for a lender to make future advances.
Related Practice(s): Real Estate
Related Office(s): New York
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Securitizing Loans with Future Advance Obligations
June 30, 2020read more »
MAEbe So, MAEbe Not
June 30, 2020Related Practice(s): Real Estate
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COVID-19 Update: Three Months into Lockdown
June 30, 2020Related Practice(s): Real Estate
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COVID-19 Update: Ban on Forfeiture, and Government Issues Best Practice Guidelines for the Industry
June 30, 2020Related Practice(s): Real Estate
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The Pharmaceutical Industry and the Controlled Substances Act – A Distinct Breed of Monitorship
June 9, 2020Global Investigations Review
Cadwalader's Jodi Avergun, Todd Blanche and Christian Larson provide insights into the practice of imposing monitorships on pharmaceutical companies that are settling alleged or admitted violations of the Controlled Substances Act for Global Investigations Review.
Related Practice(s): Global Litigation, Pharmaceutical Regulation and Compliance, White Collar Defense and Investigations
Related Office(s): New York, Washington
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Making the Most of Distressed Collateralized Loan Obligations
June 1, 2020Tax Analysts
Jason Schwartz describes how an investor can make the most out of a collateralized loan obligation issuer that becomes distressed as a result of economic fallout stemming from the COVID-19 pandemic.
Related Practice(s): CLOs, Securitization & Asset Based Finance, Structured Products, Tax
Related Office(s): Washington
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Beware of Pushing the 'Defeasance Button' Too Soon
May 26, 2020read more »
Disposal of Assets to Discharge Debt Ahead of Enforcement by Receivership
May 26, 2020Related Practice(s): Real Estate
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What are the economic and practical effects of COVID-19 on the European CLO market?
May 12, 2020LexisNexis Banking and Finance
Collateralised loan obligation (CLO) transactions have long been a prolific investor in sub-investment grade corporate debt both in Europe and the US. The combination of the outbreak of SARS-CoV-2 and the related respiratory disease (coronavirus (COVID-19), the impact of coronavirus on such corporate debt and the CLO market’s reliance on such corporate debt has, very quickly, created a perfect storm affecting various aspects of the European CLO market.
Claire Puddicombe, David Quirolo, and Daniel Tobias discuss the impact of COVID-19 on the European CLO market.
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
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Drafting Issues
May 11, 2020Structured Credit Investor
Cadwalader's Assia Damianova considers the potential effect on capital relief trades of the current market volatility arising from COVID-19 restrictions.
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
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Empty Rooms – COVID-19's Impact on the Hospitality Industry
April 27, 2020Related Practice(s): Real Estate
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Hey, Ground Lessor, I’ve Got a Mortgage: The Significance of Proper Notice
April 27, 2020read more »
COVID-19 Update: Temporary Ban on Eviction of Commercial Leases
April 27, 2020Related Practice(s): Real Estate
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Use Of AI To Treat COVID-19 Shows Novel Inventorship Issues
Apr 13, 2020Law360
Technology and medical companies around the world are rising to meet the challenges created by the COVID-19 pandemic, in many cases turning to artificial intelligence (AI) and super computers to develop life-saving treatments for the disease as quickly as possible. While the use of AI will undoubtedly bring tremendous innovation, the data, test results and any inventions resulting from its use will also raise questions about how to best protect these innovations and who should get credit as an inventor.
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
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Google v. Oracle: Will Software Be Free?
April 1, 2020The Licensing Journal
The authors break down the arguments likely to be heard by the Supreme Court in the “the copyright case of the century” that could determine the fate of software protection.
Related Practice(s): Intellectual Property
Related Office(s): New York
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DTSA Can Help Cos. Mitigate Damage During COVID-19
Mar 30, 2020Law360
While the COVID-19 pandemic presents serious challenges to public health and the economy, the extraordinary access of confidential business information at home should present a lurking concern for companies, since employees themselves are typically the largest source of trade secret misappropriation. The Defend Trade Secrets Act (DTSA) provides a way for companies to mitigate the damage caused by the unauthorized dissemination of confidential business information.
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
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When Should a Guarantor’s Liability Terminate under a Carry Guaranty?
March 29, 2020Related Practice(s): Real Estate
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Issues to Consider When a Revocable Trust Is a Guarantor
March 29, 2020Related Practice(s): Real Estate
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COVID-19 Update: Immediate Considerations
March 29, 2020Related Practice(s): Real Estate
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Onshore CLOs May Make Sense For Insurer Investors
Mar 10, 2020Law360
U.S. insurer investment in collateralized loan obligations, or CLOs, has increased steadily over the past several years and totaled approximately $122 billion in book/adjusted carrying value as of the end of 2018.
Related Practice(s): CLOs, Securitization & Asset Based Finance, Securitization & Structured Products Taxation, Tax
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Update on New EB-5 Regulations
February 25, 2020Related Practice(s): Real Estate
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Negotiating Lender Approval Rights over Service Agreements for Hospitality and Other Properties
February 25, 2020Related Practice(s): Real Estate
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Email Footers: Proceed with Caution
February 25, 2020Related Practice(s): Real Estate
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The Taxation of Distressed Mortgage Securitizations
Feb. 18, 2020Cadwalader partner Jason Schwartz examines the tax considerations applicable to two common distressed mortgage securitization structures: the distressed mortgage real estate mortgage investment conduit and the distressed mortgage fund.
Related Practice(s): Securitization & Structured Products Taxation, Tax
Related Office(s): Washington
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Universities Shouldn't Roll Dice On Sports Betting Compliance
Feb. 14, 2020Law360
Cadwalader's Anne Tompkins, Lex Urban and Stephen Weiss discuss how legal sports betting has become the latest “third rail” for colleges, universities, and their athletics programs. The authors raise critical questions that administrators and compliance officers should consider as they prepare to implement safeguards to help protect their institutions, student-athletes and the integrity of their sports. Because each college and university has a unique risk profile, the authors also provide tips on how institutions can appropriately tailor their compliance programs.
Related Practice(s): Global Litigation, Sports Law, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
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Actionable Claim to Inspect Books and Records
Feb. 13, 2020Harvard Law School Forum on Corporate Governance
In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid distributors in the country, for the purpose of investigating potential mismanagement or breaches of fiduciary duty in connection with the company’s distribution of opioids.
Related Practice(s): Global Litigation
Related Office(s): New York
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INSIGHT: Proposed Vertical Merger Guidelines - Increased Transparency or Opaque Glass?
Feb. 4, 2020Bloomberg Law
New proposed vertical merger guidelines from the FTC and DOJ essentially codify the informal lore in the antitrust bar that vertical mergers generally pose less of a potential anticompetitive threat than certain horizontal mergers.
Related Practice(s): Antitrust, Global Litigation
Related Office(s): New York
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Strategic Considerations For Litigating Alice Issues At Trial
Feb. 3, 2020Law360
Michael Powell discusses the impact of Alice Corp. v. CLS Bank International on jury trials, including how Alice provides a separate invalidity defense that bypasses certain patent-friendly validity doctrines, such as motivation to combine and the secondary considerations of nonobviousness and how practitioners might tailor jury instructions, verdict forms and trial evidence when an Alice defense will be presented to the jury.
Related Practice(s): Global Litigation, IP Due Diligence, ITC Litigation, Intellectual Property, Patent & Trade Secret Litigation, Patent Preparation & Prosecution, Trademark & Copyright Protection
Related Office(s): New York
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Some Thoughts on Lockouts and Default Prepayment
January 28, 2020Related Practice(s): Real Estate
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Don't Lose It over a Lost Promissory Note
January 28, 2020read more »
The State of Play on Overcall Limitations
Jan. 27, 2020Global Legal Insights
Cadwalader Finance Group co-chair Michael Mascia and partner Wesley Misson are co-authors of the “The State of Play on Overcall Limitations” chapter in the recently released Fund Finance 2020, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance
Related Office(s): Charlotte
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The Secondaries Market: The Rise of GP-led and Preferred Equity Solutions
Jan. 27, 2020Global Legal Insights
Cadwalader partner Samantha Hutchinson and senior attorney Amrita Maini are co-authors of “The Secondaries Market: The Rise of GP-led and Preferred Equity Solutions,” a chapter in the recently released Fund Finance 2020, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance
Related Office(s): London
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Fund Finance 2020: England & Wales
Jan. 27, 2020Global Legal Insights
Cadwalader partners Samantha Hutchinson and Nathan Parker are co-authors of the England & Wales chapter in the recently released Fund Finance 2020, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance
Related Office(s): London
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INSIGHT: America Will Double Down on Sports Betting in 2020
Jan. 23, 2020Bloomberg Law
Cadwalader's Lex Urban and Stephen Weiss break down the rapidly expanding sports betting industry in America and explain why the stage is set for legal sports betting’s popularity to surge in 2020.
Related Practice(s): Sports Law, White Collar Defense and Investigations
Related Office(s): Washington
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The Re-Emergence of European CMBS Transactions
Jan. 21, 2020European CMBS transactions have re-emerged at a steady pace for the first time since before the financial crisis. Cadwalader special counsel Sabah Nawaz provides analysis in the Winter 2020 issue of CRE Finance World.
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
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Looking for Limits: The Negotiation of Environmental Indemnity Agreements
December 19, 2019Related Practice(s): Real Estate
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Welcoming 2020
December 19, 2019Related Practice(s): Real Estate
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Now's Not the Time for Secrets: Evaluating Confidentiality Provisions in Your Leases
December 19, 2019Related Practice(s): Real Estate
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The Benefits of Opco/Propco Financing
December 19, 2019Related Practice(s): Real Estate, Tax
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INSIGHT: IP Cases and Trends—A Look Back and 2020 Expectations
Dec. 16, 2019Bloomberg Law
Cadwalader attorneys review the most significant IP issues from 2019, including new IP legislation and U.S. Supreme Court decisions. They offer insights on what’s to come in 2020, including the big news that the Supreme Court will hear the Oracle v Google case relating to copyright infringement of protected software.
Related Practice(s): FinTech, ITC Litigation, Intellectual Property, Patent & Trade Secret Litigation, Patent Preparation & Prosecution, Trademark & Copyright Protection
Related Office(s): New York
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The Competition-Privacy Collision
Dec. 13, 2019Global Competition Review
As political pressure builds for competition enforcers to protect consumers’ privacy, Joel Mitnick and Monica Martin look at whether U.S. antitrust law provides the means to do so.
Related Practice(s): Antitrust, Global Litigation
Related Office(s): New York
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Protecting Intellectual Property in the U.S. - What to Know as a Chinese Entrepreneur
Dec. 5, 2019Tsinghua Financial Review (Chinese-language)
https://www.cadwalader.com/uploads/books/ad7aa027855fcbcd86c5b45ddcc22d6b.pdfThis article details important steps every Chinese company should take before entering the U.S. market to protect the intellectual property surrounding their products and to prevent infringing third-party IP in the United States.
Related Practice(s): FinTech, Global Litigation, Intellectual Property, Trademark & Copyright Protection
Related Office(s): New York
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INSIGHT: The Demise of LIBOR—Tax and Transfer Pricing Implications—Part 2
Nov. 26, 2019Bloomberg Tax
The London Interbank Offered Rate (LIBOR) is coming to an end with implications for tax, accounting, and transfer pricing. Sherif Assef, Yosef Lugashi, and Petia Petrova of KPMG LLP, and Jeff Nagle of Cadwalader, Wickersham & Taft LLP outline in Part II of a two-part series the potential for significant modifications for U.S. tax purposes, implications of IRS proposed regulations, how to adapt systems and processes, and associated challenges.
Related Practice(s): LIBOR Preparedness Team, Tax
Related Office(s): Charlotte
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U.S. Loan Origination Under the Ireland-U.S. Tax Treaty
Nov. 25, 2019Tax Notes
Cadwalader partner Jason Schwartz explores how direct lending funds can use the Ireland-U.S. income tax treaty to make loans in the United States without being subject to U.S. federal income tax.
Related Practice(s): Tax
Related Office(s): New York
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INSIGHT: The Demise of LIBOR—Tax and Transfer Pricing Implications—Part I
Nov. 25, 2019Bloomberg Tax
The London Interbank Offered Rate (LIBOR) is coming to an end with implications for tax, accounting, and transfer pricing. Sherif Assef, Yosef Lugashi, and Petia Petrova of KPMG LLP, and Jeff Nagle of Cadwalader, Wickersham & Taft LLP explain in Part I of a two-part series how taxpayers need to prepare for the U.S. LIBOR alternative rate and the impact on intercompany agreements.
Related Practice(s): LIBOR Preparedness Team, Tax
Related Office(s): Charlotte
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Governmental Considerations Attendant to a Mezzanine Loan Foreclosure
November 22, 2020Related Practice(s): Real Estate
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Property Insurance in Real Estate Finance Transactions
November 22, 2019Related Practice(s): Real Estate
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Exposure and Remedies under Completion Guaranties
November 22, 2019Related Practice(s): Real Estate
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How Fed. Circ. May Defer To PTAB In Facebook Case
Nov 8, 2019Law360
Facebook Inc. v. Windy City Innovations LLC is currently pending before the U.S. Court of Appeals for the Federal Circuit. Central to the appeal is the question of whether the Federal Circuit should provide deference under Chevron USA Inc. v. Natural Resources Defense Council Inc. to the Patent Trial and Appeal Board’s precedential decisions. As such, the case has the potential to call the entire Chevron framework into question.
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
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Protecting Intellectual Property in the United States
Nov. 5, 2019Cadwalader partner Dorothy Auth and associate John Augelli outline what entrepreneurs entering the U.S. market need to know to protect their intellectual property.
Related Practice(s): FinTech, Global Litigation, Intellectual Property
Related Office(s): New York
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Outlook on Foreign Investment in U.S. Commercial Real Estate
October 28, 2019Related Practice(s): Real Estate
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Private Placements as an Alternative Financing Tool in the European Real Estate Market
October 28, 2019Related Practice(s): Real Estate
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The ‘Tipping’ Point - Possible Shakeup to Insider Trading Rules
Oct 25, 2019Bloomberg Law
The guilty plea by former N.Y. Congressman Chris Collins put the spotlight on insider trading again. The proposed Insider Trading Prohibition Act could clarify the legal haziness that financial institutions, corporate executives, and casual investors regularly wrestle with, but it also raises liability questions for the C-Suite.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, Securities Enforcement and Compliance, White Collar Defense and Investigations
Related Office(s): Washington
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Sports Gambling Compliance: Big Money Worth The Wager
Oct 11, 2019Law360
Fans and states cheered the U.S. Supreme Court’s May 2018 decision in Murphy v. NCAA giving states the power to authorize sports betting. In some ways, the immediate enthusiasm for the Supreme Court’s ruling may have been premature. Far from authorizing sports betting at the federal level, Murphy v. NCAA merely cleared the way for states to set rules either banning or regulating sports betting within state lines.
Related Practice(s): Global Litigation, Sports Law, White Collar Defense and Investigations
Related Office(s): Washington
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Transitions From IBOR to Alternative Rates Avoid Tax Under Proposed Regulations
Oct. 10, 2019In a BrassTax Alert, the Cadwalader Tax team provides insights regarding the Treasury Department and IRS proposed regulations deeming transitions from IBOR to alternative rates a non-taxable event.
Related Practice(s): Tax
Related Office(s): New York, Washington
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The District Court in Tribune Circumscribes Merit and Maintains Section 546(e) Safe Harbor Protection for Shareholders in the Wake of a Failed LBO
Oct 1, 2019Pratt’s Journal of Bankruptcy Law
In a decision related to the failed leveraged buyout and subsequent bankruptcy of the Tribune Company, the U.S. District Court for the Southern District of New York found that Tribune, the purchaser of stock from its shareholders, employed a bank to effect the two-step leveraged buyout and was a customer of the bank. The authors of this article explain the decision and its implications.
Related Practice(s): Financial Restructuring
Related Office(s): New York
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Using Irish Treaty Funds To Avoid US Taxes In Direct Lending
Sept. 30, 2019Given the emergence of direct lending as a popular asset class for institutional investors, an Irish treaty fund could be a powerful tool for U.S. managers with access to foreign capital. Cadwalader partners Jason Schwartz and Gregg Jubin provide analysis via Law360.
Related Office(s): Washington
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Modifications of Loan Documentation
September 27, 2019Related Practice(s): Real Estate
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CVA and Its Prominence in Restructuring the Retail Sector
September 27, 2019Related Practice(s): Real Estate
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Designating an Agent for Service of Process
September 27, 2019Related Practice(s): Real Estate
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Logistics as the Logical Commercial Real Estate Investment
September 27, 2019Related Practice(s): Real Estate
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State Attorney General Insider | The New Cadwalader Edition
Sept. 17, 2019Cadwalader is pleased to present our inaugural issue of the State Attorney General Insider, a newsletter on the latest notable cases and updates from within the State Attorneys General community.
Related Office(s): Charlotte, New York, Washington
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INSIGHT: Big Tech Facing State Attorneys General Antitrust Freight Train
Sept. 20, 2019Bloomberg Law
State attorneys general are banding together to take on Big Tech antitrust issues. Cadwalader attorneys say it remains to be seen whether the investigations will ripen into complaints and, if so, whether they will be rooted in antitrust or involve consumer protections with respect to data privacy.
Related Practice(s): Antitrust, Global Litigation, State Attorneys General Practice
Related Office(s): New York, Washington
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Too Many Stakeholders in the Kitchen
September 2019CEP Magazine
High-stakes corporate investigations into bribery, corruption and other misconduct can be highly complex. The impulse to let every conceivable stakeholder play a role, while well-intentioned, can often lead to a “too many cooks in the kitchen” situation, undercutting the efficiency and effectiveness of the entire investigative process.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
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New Limitations on Cooperative and Condominium Conversions
August 26, 2019Related Practice(s): Real Estate
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Things to Consider When Your Guarantor Is a Fund
August 26, 2019Related Practice(s): Real Estate
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The ‘Range’ When Valuing for LTV Covenants
August 26, 2019Related Practice(s): Real Estate
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Reflections on the Council’s Supreme Court Admissions Trip
Aug. 23, 2019Federal Bar Council Quarterly
Cadwalader partner Ellen Holloman reflects on being admitted to the bar of the Supreme Court of the United States in this issue of the Federal Bar Council Quarterly.
Related Practice(s): Global Litigation
Related Office(s): New York
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INSIGHT: Five Things Every Company Should Know About SEC Whistleblowers
Aug. 1, 2019Bloomberg Law
The recent payment of $50 million to a pair of whistleblowers should serve as a wake-up call to companies that the SEC’s Whistleblower Program is alive and well. The authors provide five key compliance steps to help companies respond to whistleblowers and minimize their associated risks.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, Securities Enforcement and Compliance, White Collar Defense and Investigations
Related Office(s): New York, Washington
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Loan-to-Value Tests in U.S. Real Estate Finance Transactions
July 29, 2019Related Practice(s): Real Estate
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Current Trends and Issues Arising in U.S. Real Estate Transactions: Several Versus Joint and Several Liability of Guarantors
July 29, 2019Related Practice(s): Real Estate
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Europe Economics Publishes Competition Report on EU Loan Syndication
July 29, 2019Related Practice(s): Real Estate
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Current Trends and Issues Arising in U.S. Real Estate Transactions
June 24, 2019Related Practice(s): Real Estate
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The New CGT Regime: What Is the Impact for Lenders and Borrower/Sponsors?
June 24, 2019Related Practice(s): Real Estate
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Changes to the UK’s Regime for Taxing Gains on Real Estate: Does This Affect Your Real Estate Fund?
June 24, 2019Related Practice(s): Real Estate, Tax
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Market Views: Are U.S. Deal Terms Filtering into the European Real Estate Market?
June 24, 2019Related Practice(s): Real Estate
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Welcome and Introduction from the Global Head of Real Estate
June, 24, 2019read more »
Trulia’s Impact
June 4, 2019Harvard Law School Forum on Corporate Governance and Financial Regulation
The Harvard Law School Forum on Corporate Governance and Financial Regulation published an excerpt of a recent Clients & Friends Memo (Corporate Governance Litigation & Regulation: A Periodic Review and Predictions for the Remainder of 2019) written by members of the Global Litigation practice.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Corporate Governance Litigation and Counseling, Global Litigation
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On Wealth: The Modern Evolution of the Trust Company
June 1, 2019International Family Offices Journal
During the past decade there has been a significant shift in the ownership and structure of the private trust business that serves high net worth individuals and families in the United States and abroad.
Related Practice(s): Estate Planning & Administration, Family Office, Private Wealth
Related Office(s): New York
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DOJ’s Wire Act Interpretation Adds Hurdle for Stakeholders via Sports Business Journal
Apr 15, 2019Sports Business Journal
Stephen Weiss and Christian Larson discuss the Department of Justice’s new interpretation of the Wire Act and its potentially profound impact on the legalization of online and app-based sports betting in America. States and companies that offer online sports betting have much to consider in a suddenly murky legal environment.
Related Practice(s): Global Litigation, Sports Law, White Collar Defense and Investigations
Related Office(s): Washington
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Witness Interview Memorandum (Workplace Investigation)
Mar. 28, 2019Lexis Practice Advisor
Cadwalader’s Ellen Holloman and Jaclyn Hall provide guidance on conducting witness interviews in workplace investigations. This annotated form is a Witness Interview Memorandum (Workplace Investigation) for use by employers and their attorneys to document witness interviews during an internal workplace investigation. The form also includes drafting notes, optional clauses, and alternate clauses.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation
Related Office(s): New York
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STS: a new age for European securitisations
Jan. 16, 2019Butterworths Journal of International Banking and Financial Law
In this article, Nick Shiren and Alex Collins consider how STS (simple, transparent and standardised) status is achieved under the Securitisation Regulation. This article first appeared in the January issue of Butterworths Journal of International Banking & Financial Law.
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
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Private Client USA | 2019
Jan. 11, 2019The International Comparative Legal Guide
In this comprehensive Q&A, the authors review notable recent developments in the provision of private client and offshore services.
Related Practice(s): Estate Planning & Administration, Institutional Planning, Private Wealth
Related Office(s): New York
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