Articles


Cadwalader Discusses FTC’s About Face on Debt for Hart-Scott-Rodino Purposes

September 17, 2021

Columbia 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 Attorney(s): Joel Mitnick, Ngoc Hulbig
Related Practice(s): Antitrust, Global Litigation
Related Office(s): New York, Washington
read more »

Sexual Harassment Workplace Investigations in the MeToo Era

September 15, 2021

LexisNexis

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 Attorney(s): Ellen Holloman
Related Practice(s): Global Litigation
read more »

Circuit Strikes Class Action Allegations on Pleadings, Sends Securities Fraud Claims to Arbitration

September 14, 2021

ABA 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 Attorney(s): Jason Halper, Adam Magid
Related Practice(s): Global Litigation
Related Office(s): New York
read more »

How Social Movements Are Affecting Corporate Governance

August 26, 2021

Law360

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 Attorney(s): Ellen Holloman
Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Global Litigation
read more »

The ABCs of ESG

August 6, 2021

Related Attorney(s): Joseph Zeidner
Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Fund Finance
Related Office(s): Charlotte
read more »

ESG, MeToo, and Black Lives Matter: Key Corporate Governance and Workplace Issues

August 2, 2021

LexisNexis

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 Attorney(s): Ellen Holloman
Related Practice(s): Corporate, Corporate Governance, Environmental, Social & Governance (ESG) Task Force, Global Litigation
read more »

Limited Recourse Financing Series: The Need for Limited Recourse Structures

July 30, 2021

Related Attorney(s): Livia Li
Related Practice(s): Real Estate
Related Office(s): London
read more »

Note Prevails over Mortgage in the Event of a Conflict

July 30, 2021

Related Attorney(s): Jessica Wong
Related Practice(s): Real Estate
Related Office(s): New York
read more »

Challenges in standardisation of greenbonds: The US perspective

July 15, 2021

IFLR Americas ESG Report

Cadwalader's Michael Gambro and Michael Ruder co-authored an article in the IFLR ESG Report 2021 which highlights the following: 

  • Challenges facing green bond issuers and investors regarding the development of common disclosure frameworks.  

  • Legislative and regulatory steps that have been taken to address the lack of a clear definition of what qualifies as a green bond.

  • Risk factor disclosure best practices for green bond offerings, including a sample green bond risk factor.


Related Attorney(s): Michael Gambro, Michael Ruder
Related Practice(s): Environmental, Social & Governance (ESG) Task Force, Securitization & Asset Based Finance
read more »

A Guide to LIBOR Legislation

July 14, 2021

Bloomberg 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 Attorney(s): Lary Stromfeld
Related Practice(s): LIBOR Preparedness Team
Related Office(s): New York
read more »

Rationalizing Lending Authorities

July 5, 2021

TaxNotes

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 Attorney(s): Jason Schwartz, Alissa Kalinowski
Related Practice(s): Tax
Related Office(s): Washington
read more »

IP Law 2021 Mid-Year Trends—Looking Ahead

July 2, 2021

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

Coming Back

June 30, 2021

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
read more »

Make Me a Right of Refusal I Can't Refuse

June 30, 2021

Related Attorney(s): Loren Taub
Related Practice(s): Real Estate
read more »

The Importance of Springing Members

June 30, 2021

Related Attorney(s): Kathryn Borgeson, Peter Dodson
Related Practice(s): Real Estate
read more »

A Slam Dunk From the Supreme Court for College Athletes: No Antitrust Immunity for the NCAA

June 23, 2021

Westlaw 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 Attorney(s): Joel Mitnick, Ngoc Hulbig
Related Practice(s): Antitrust, Global Litigation, Sports Law
read more »

CLO managers embed new EU sustainable disclosure language in docs after investor push

June 17, 2021

Cadwalader 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 Attorney(s): David Quirolo, Michael Sholem
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): Dublin, London
read more »

One Way Out: New York’s One-Action Rule

May 27, 2021

Related Attorney(s): Kevin Sholette
Related Practice(s): Real Estate
read more »

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, 2021

Pratt'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 Attorney(s): Ingrid Bagby, Michele Maman, Casey Servais, Eric Waxman
Related Practice(s): Bankruptcy Litigation
Related Office(s): New York
read more »

High Court Oracle Copyright Ruling Is A Boon For Innovation

April 8, 2021

Law360

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 Attorney(s): Dorothy Auth Ph.D., Howard Wizenfeld
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
read more »

Lexology GTDT's Securities Litigation 2021

March 31, 2021

Lexology 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 Attorney(s): Jason Halper, Jared Stanisci, Gillian Burns, Sara Bussiere, Victor Bieger
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, Securities Enforcement and Compliance
Related Office(s): New York
read more »

LIBOR Update

March 30, 2021

Related Attorney(s): William Lo
Related Practice(s): LIBOR Preparedness Team, Real Estate
Related Office(s): London
read more »

Making Sure the Ground Tenant Builds

March 30, 2021

Related Attorney(s): Michael Anglin
Related Practice(s): Real Estate
Related Office(s): New York
read more »

LIBOR Remediation Raises Lien Priority and Title Insurance Questions

March 29 ,2021

The 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 Attorney(s): Emanuel Tsourounis II, Alan Lawrence
Related Practice(s): LIBOR Preparedness Team, Real Estate
Related Office(s): New York
read more »

Risk Retention in EU and UK Securitisations

March 24, 2021

LexisNexis

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 Attorney(s): Nick Shiren, Alexander Collins
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
read more »

Brexit Update – Changes to Loan Documentation

February 25, 2021

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
Related Office(s): London
read more »

A Conversation with Bill Ackman

February 16, 2021

Harvard Law School Forum on Corporate Governance
Related Attorney(s): Stephen Fraidin
Related Practice(s): Corporate, Corporate Governance, Mergers & Acquisitions, Private Equity
Related Office(s): New York
read more »

Cos. Should Keep A Close Watch On SIGPR Enforcement

February 10, 2021

Law360

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 Attorney(s): Mark Grider, James Treanor, Kendra Wharton, Cheryl Risell
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »

The Commercial Real Estate Landscape in the Post-COVID World

February 3, 2021

The 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 Attorney(s): Jessica Wong
Related Practice(s): Real Estate
Related Office(s): New York
read more »

What Is “Physical Loss”? Court Opens the Door for Policy Holders

February 3, 2021

A 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 Attorney(s): Loren Taub
Related Practice(s): Corporate, Real Estate
Related Office(s): New York
read more »

Navigating alternative liquidity solutions

February 1, 2021

Private 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 Attorney(s): Brian Foster, Samantha Hutchinson
Related Practice(s): Fund Finance
Related Office(s): Charlotte, London, New York, Washington
read more »

Key Takeaways From CFPB's Year-End Enforcement Flurry

January 26, 2021

Law360

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 Attorney(s): Rachel Rodman, Kendra Wharton
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Pandemic-Era Practical Considerations When Invoking and Interpreting Material Adverse Effect and Change Clauses

January 14, 2021

PLI

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 Attorney(s): Melis Acuner, Emma Farrow
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, International Dispute Resolution, Trial Practice
Related Office(s): London
read more »

Expect a Boost in Consumer Financial Protection Under Biden

December 23, 2020

Bloomberg 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 Attorney(s): Rachel Rodman, Keith Gerver, Kendra Wharton
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Implementing New Regulation SK Requirements

December 23, 2020

Corporate 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 Attorney(s): Erica Hogan, William Mills
Related Practice(s): Corporate
read more »

Welcoming 2021

December 21, 2020

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
Related Office(s): New York
read more »

Take Another B-Piece of My Heart, Now Baby

December 21, 2020

Related Attorney(s): Lisa Pauquette, Kate Foreman
Related Practice(s): Real Estate
Related Office(s): New York
read more »

Hotel Financing Series, Part 6: Cash Control

December 21, 2020

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
Related Office(s): London
read more »

Proposed Amendments Would Fundamentally Change HSR Compliance for Private Fund Managers

11/12/2020

Hedge 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 Attorney(s): Joel Mitnick, Ngoc Hulbig
Related Practice(s): Antitrust, Global Litigation, Merger Clearance
Related Office(s): New York, Washington
read more »

LawWise Podcast: Real Estate Workouts and Restructurings

October 28, 2020

Related Attorney(s): Steven Herman, Loren Taub
Related Practice(s): Real Estate
Related Office(s): New York
read more »

CFIUS Basics for Real Estate Lenders

October 28, 2020

Related Attorney(s): Melissa Hinkle, Kevin Sholette, Keith Gerver
Related Practice(s): Real Estate
Related Office(s): Charlotte, New York, Washington
read more »

The Only Guarantee in Life Is That There Are No Guarantees

October 28, 2020

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
Related Office(s): New York
read more »

Hotel Financing Series, Part 3: Use of OpCo/PropCo Structures

September 30, 2020

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
Related Office(s): London
read more »

The Mark Hotel Borrower Granted Injunction Delaying Mezzanine Lender’s Foreclosure Sale

September 17, 2020

Cadwalader'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 Attorney(s): Melissa Hinkle, Christopher Dickson, Howard Hawkins
Related Practice(s): Bankruptcy Litigation, Financial Restructuring, Mezzanine Finance, Real Estate
Related Office(s): Charlotte, New York
read more »

Justice Department Revises Merger Remedies Guidelines

9/11/2020

NYU School of Law Compliance and Enforcement Blog
Related Attorney(s): Joel Mitnick, Eden Sung
Related Practice(s): Antitrust, Global Litigation
read more »

Hotel Financing Series, Part 2: Covenants

August 31, 2020

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
Related Office(s): London
read more »

Some Thoughts on Late Charges and Default Rate Interest

August 31, 2020

Related Attorney(s): Steven Herman, Eunji Jo
Related Practice(s): Real Estate
Related Office(s): New York
read more »

Taking Notice

August 31, 2020

Related Attorney(s): Matthew Robertson, Alicia Davis
Related Practice(s): Real Estate
Related Office(s): Charlotte
read more »

PPP Loan Forgiveness: Challenges for Lenders

August 17, 2020

Lenders 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 Attorney(s): Jodi Avergun, Anne Tompkins, Christian Larson, Kendra Wharton
Related Practice(s): Anti-Money Laundering Investigations and Compliance, Global Litigation, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
read more »

UK–EU Extradition Arrangements Post Brexit

August 14, 2020

New 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 Attorney(s): Charlotte Glaser, Kevin Roberts
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): London
read more »

Supreme Court Holds That CFPB's Structure is Unconstitutional

July 20, 2020

Harvard 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 Attorney(s): Scott Cammarn, Nihal Patel, Rachel Rodman
Related Practice(s): Financial Regulation
Related Office(s): Charlotte, New York, Washington
read more »

Transitions From IBOR to Alternative Rates Avoid Tax Under Proposed Regulations (Journal of Taxation of Investments)

July 17, 2020

Journal 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 Attorney(s): Mark Howe
Related Practice(s): Corporate Taxation, LIBOR Preparedness Team, Securitization & Structured Products Taxation, Tax
Related Office(s): New York, Washington
read more »

Tips For Securitizing Loans With Future Advance Obligations

July 8, 2020

Law360

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 Attorney(s): Steven Herman, Matthew McManus
Related Practice(s): Real Estate
Related Office(s): New York
read more »

MAEbe So, MAEbe Not

June 30, 2020

Related Attorney(s): Steven Herman, Alessandra LaRocca
Related Practice(s): Real Estate
read more »

COVID-19 Update: Three Months into Lockdown

June 30, 2020

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
read more »

The Pharmaceutical Industry and the Controlled Substances Act – A Distinct Breed of Monitorship

June 9, 2020

Global 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 Attorney(s): Todd Blanche, Christian Larson, Jodi Avergun
Related Practice(s): Global Litigation, Pharmaceutical Regulation and Compliance, White Collar Defense and Investigations
Related Office(s): New York, Washington
read more »

Making the Most of Distressed Collateralized Loan Obligations

June 1, 2020

Tax 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 Attorney(s): Jason Schwartz
Related Practice(s): CLOs, Securitization & Asset Based Finance, Structured Products, Tax
Related Office(s): Washington
read more »

What are the economic and practical effects of COVID-19 on the European CLO market?

May 12, 2020

LexisNexis 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 Attorney(s): Claire Puddicombe, David Quirolo, Daniel Tobias
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
read more »

Drafting Issues

May 11, 2020

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

Use Of AI To Treat COVID-19 Shows Novel Inventorship Issues

Apr 13, 2020

Law360

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 Attorney(s): John Moehringer, Danielle Tully, Michael Powell
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
read more »

Google v. Oracle: Will Software Be Free?

April 1, 2020

The 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 Attorney(s): Dorothy Auth Ph.D., Howard Wizenfeld
Related Practice(s): Intellectual Property
Related Office(s): New York
read more »

DTSA Can Help Cos. Mitigate Damage During COVID-19

Mar 30, 2020

Law360

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 Attorney(s): John Moehringer, Danielle Tully, Michael Powell
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
read more »

COVID-19 Update: Immediate Considerations

March 29, 2020

Related Attorney(s): Duncan Hubbard, Livia Li
Related Practice(s): Real Estate
read more »

Onshore CLOs May Make Sense For Insurer Investors

Mar 10, 2020

Law360

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 Attorney(s): Jason Schwartz, Gregg Jubin
Related Practice(s): CLOs, Securitization & Asset Based Finance, Securitization & Structured Products Taxation, Tax
read more »

Update on New EB-5 Regulations

February 25, 2020

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
read more »

Email Footers: Proceed with Caution

February 25, 2020

Related Attorney(s): William Lo
Related Practice(s): Real Estate
read more »

The Taxation of Distressed Mortgage Securitizations

Feb. 18, 2020

Cadwalader 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 Attorney(s): Jason Schwartz
Related Practice(s): Securitization & Structured Products Taxation, Tax
Related Office(s): Washington
read more »

Universities Shouldn't Roll Dice On Sports Betting Compliance

Feb. 14, 2020

Law360

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 Attorney(s): Anne Tompkins, Lex Urban, Stephen Weiss
Related Practice(s): Global Litigation, Sports Law, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
read more »

Actionable Claim to Inspect Books and Records

Feb. 13, 2020

Harvard 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 Attorney(s): Jason Halper, Sara Bussiere, Ellen Holloman
Related Practice(s): Global Litigation
Related Office(s): New York
read more »

INSIGHT: Proposed Vertical Merger Guidelines - Increased Transparency or Opaque Glass?

Feb. 4, 2020

Bloomberg 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 Attorney(s): Joel Mitnick, Ngoc Hulbig
Related Practice(s): Antitrust, Global Litigation
Related Office(s): New York
read more »

Strategic Considerations For Litigating Alice Issues At Trial

Feb. 3, 2020

Law360

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 Attorney(s): Michael Powell
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
read more »

Some Thoughts on Lockouts and Default Prepayment

January 28, 2020

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
read more »

The State of Play on Overcall Limitations

Jan. 27, 2020

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

The Secondaries Market: The Rise of GP-led and Preferred Equity Solutions

Jan. 27, 2020

Global 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 Attorney(s): Samantha Hutchinson
Related Practice(s): Fund Finance
Related Office(s): London
read more »

Fund Finance 2020: England & Wales

Jan. 27, 2020

Global 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 Attorney(s): Samantha Hutchinson, Nathan Parker
Related Practice(s): Fund Finance
Related Office(s): London
read more »

INSIGHT: America Will Double Down on Sports Betting in 2020

Jan. 23, 2020

Bloomberg 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 Attorney(s): Lex Urban, Stephen Weiss
Related Practice(s): Sports Law, White Collar Defense and Investigations
Related Office(s): Washington
read more »

The Re-Emergence of European CMBS Transactions

Jan. 21, 2020

European 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 Attorney(s): Sabah Nawaz
Related Practice(s): Securitization & Asset Based Finance
Related Office(s): London
read more »

Welcoming 2020

December 19, 2019

Related Attorney(s): Duncan Hubbard, Steven Herman
Related Practice(s): Real Estate
read more »

The Benefits of Opco/Propco Financing

December 19, 2019

Related Attorney(s): Duncan Hubbard, Catherine Richardson
Related Practice(s): Real Estate, Tax
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INSIGHT: IP Cases and Trends—A Look Back and 2020 Expectations

Dec. 16, 2019

Bloomberg 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 Attorney(s): Dorothy Auth Ph.D., Howard Wizenfeld
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, 2019

Global 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 Attorney(s): Joel Mitnick
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, 2019

Tsinghua 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 Attorney(s): Dorothy Auth Ph.D., John Augelli
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, 2019

Bloomberg 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 Attorney(s): Jeffrey Nagle
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, 2019

Tax 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 Attorney(s): Jason Schwartz
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, 2019

Bloomberg 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 Attorney(s): Jeffrey Nagle
Related Practice(s): LIBOR Preparedness Team, Tax
Related Office(s): Charlotte
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Property Insurance in Real Estate Finance Transactions

November 22, 2019

Related Attorney(s): Duncan Hubbard
Related Practice(s): Real Estate
read more »

Exposure and Remedies under Completion Guaranties

November 22, 2019

Related Attorney(s): Michael Anglin
Related Practice(s): Real Estate
read more »

How Fed. Circ. May Defer To PTAB In Facebook Case

Nov 8, 2019

Law360

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 Attorney(s): Dorothy Auth Ph.D., Danielle Tully
Related Practice(s): Global Litigation, Intellectual Property
Related Office(s): New York
read more »

Protecting Intellectual Property in the United States

Nov. 5, 2019

Cadwalader partner Dorothy Auth and associate John Augelli outline what entrepreneurs entering the U.S. market need to know to protect their intellectual property.


Related Attorney(s): Dorothy Auth Ph.D., John Augelli
Related Practice(s): FinTech, Global Litigation, Intellectual Property
Related Office(s): New York
read more »

Outlook on Foreign Investment in U.S. Commercial Real Estate

October 28, 2019

Related Attorney(s): Jessica Wong
Related Practice(s): Real Estate
read more »

The ‘Tipping’ Point - Possible Shakeup to Insider Trading Rules

Oct 25, 2019

Bloomberg 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 Attorney(s): Lex Urban, Stephen Weiss
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation, Securities Enforcement and Compliance, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Sports Gambling Compliance: Big Money Worth The Wager

Oct 11, 2019

Law360

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 Attorney(s): Jodi Avergun, Todd Blanche, Christian Larson, Stephen Weiss
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, 2019

In 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 Attorney(s): Linda Swartz, Jason Schwartz, Mark Howe, Adam Blakemore, Gary Silverstein
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, 2019

Pratt’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 Attorney(s): Ingrid Bagby, Michele Maman, Kathryn Borgeson, Eric Waxman
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, 2019

Given 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 Attorney(s): Jason Schwartz, Gregg Jubin
Related Office(s): Washington
read more »

Modifications of Loan Documentation

September 27, 2019

Related Attorney(s): Steven Herman
Related Practice(s): Real Estate
read more »

Designating an Agent for Service of Process

September 27, 2019

Related Attorney(s): Nicholas Brandfon
Related Practice(s): Real Estate
read more »

Logistics as the Logical Commercial Real Estate Investment

September 27, 2019

Related Attorney(s): Bonnie Neuman
Related Practice(s): Real Estate
read more »

State Attorney General Insider | The New Cadwalader Edition

Sept. 17, 2019

Cadwalader 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 Practice(s): State Attorneys General Practice
Related Office(s): Charlotte, New York, Washington
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INSIGHT: Big Tech Facing State Attorneys General Antitrust Freight Train

Sept. 20, 2019

Bloomberg 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 Attorney(s): Joel Mitnick, Douglas Gansler
Related Practice(s): Antitrust, Global Litigation, State Attorneys General Practice
Related Office(s): New York, Washington
read more »

Too Many Stakeholders in the Kitchen

September 2019

CEP 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 Attorney(s): Lex Urban
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »

The ‘Range’ When Valuing for LTV Covenants

August 26, 2019

Related Attorney(s): Duncan Hubbard, William Lo
Related Practice(s): Real Estate
read more »

Reflections on the Council’s Supreme Court Admissions Trip

Aug. 23, 2019

Federal 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 Attorney(s): Ellen Holloman
Related Practice(s): Global Litigation
Related Office(s): New York
read more »

INSIGHT: Five Things Every Company Should Know About SEC Whistleblowers

Aug. 1, 2019

Bloomberg 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 Attorney(s): Lex Urban, William Simpson
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
read more »

Trulia’s Impact

June 4, 2019

Harvard 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 Attorney(s): Jason Halper, Jared Stanisci, Victor Bieger, Ellen Holloman, Alexander Owings, Zack Schrieber
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Corporate Governance Litigation and Counseling, Global Litigation
read more »

On Wealth: The Modern Evolution of the Trust Company

June 1, 2019

International 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 Attorney(s): Jonathan Wainwright
Related Practice(s): Estate Planning & Administration, Family Office, Private Wealth
Related Office(s): New York
read more »

DOJ’s Wire Act Interpretation Adds Hurdle for Stakeholders via Sports Business Journal

Apr 15, 2019

Sports 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 Attorney(s): Stephen Weiss, Christian Larson
Related Practice(s): Global Litigation, Sports Law, White Collar Defense and Investigations
Related Office(s): Washington
read more »

Witness Interview Memorandum (Workplace Investigation)

Mar. 28, 2019

Lexis 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 Attorney(s): Ellen Holloman, Jaclyn Hall
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation
Related Office(s): New York
read more »

STS: a new age for European securitisations

Jan. 16, 2019

Butterworths 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 Attorney(s): Nick Shiren, Alexander Collins
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): London
read more »

Private Client USA | 2019

Jan. 11, 2019

The 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 Attorney(s): William Schaaf, Sasha Grinberg
Related Practice(s): Estate Planning & Administration, Institutional Planning, Private Wealth
Related Office(s): New York
read more »
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