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Articles & Books
Arbitration vs litigation: choices, choices
November 11, 2022New Law Journal
With the war in Ukraine showing no sign of abating and the after-effects of the pandemic only slowly subsiding, global markets are in turmoil. The markets in the UK are not immune from this upheaval and indeed have their very own localised issues to contend with.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation
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ESG Ratings: A Call for Greater Transparency and Precision
November 10, 2022Harvard Law School Forum on Corporate Governance
Related Practice(s): Corporate Governance
Related Office(s): London, New York
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The Impact of FTX’s Collapse: Insights on What Comes Next
November 10, 2022In an unwelcome reminder of the events that unfolded in the wake of the May 2022 crypto market collapse, Bahamian-based crypto exchange FTX is reportedly on the brink of collapse following an unexpected surge in customer withdrawals and a failed deal with competitor Binance. In an effort to stave off the fate of former crypto giants Three Arrows Capital (3AC), Voyager Digital and Celsius Network, each of which entered bankruptcy protection earlier this year, FTX and Binance announced on Tuesday that they had entered into a “non-binding letter of intent” for Binance to purchase all of FTX’s non-U.S. exchange business. However, within 24 hours, Binance announced that it would not proceed with the deal, citing concerns about mishandling of customer funds and U.S. regulatory investigations.
Related Practice(s): Bankruptcy Litigation, Blockchain, Cryptocurrency, and Digital Assets, Financial Restructuring, Global Litigation, White Collar Defense and Investigations
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Navigating the downturn: a primer for directors and their duties
December 2022Financier Worldwide
Against a deteriorating global economic backdrop, company directors must navigate an increasingly intricate web of obligations, duties and regulations.
Related Practice(s): Environmental, Social & Governance (ESG), Financial Restructuring, Mergers & Acquisitions, Private Equity
Related Office(s): London
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The Ongoing Solvent Debtor Debate: Divided Ninth Circuit Panel Holds that PG&E Creditors Are Entitled to Contract Rate of Interest
November 4, 2022Pratt's Journal of Bankruptcy Law
The U.S. Court of Appeals for the Ninth Circuit recently held, in Ad Hoc Comm. of Holders of Trade Claims vs. Pacific Gas and Elec. Co. (In re PG&E Corp.), that when a debtor is solvent, a creditor may be entitled to receive interest at the contract rate (subject to equitable considerations), rather than at the federal judgment rate.
Related Practice(s): Financial Restructuring
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Fifth Circuit Ruling Chills Consumer Financial Protections
October 2022Bloomberg Law
Cadwalader attorneys Rachel Rodman, Keith Gerver and Ken Bergman analyze the broad impact of a Fifth Circuit ruling that the Consumer Financial Protection Bureau’s funding structure is unconstitutional.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Corporate Finance
Related Office(s): Washington
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Digital Taxation Is Necessary, But Tough To Manage
October 6, 2022Law360
Related Practice(s): Tax
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Lombard v. Skyjets: Key Takeaways for Lenders and Restructuring Professionals
October 2022Pratt’s Journal of Bankruptcy Law
Lombard v. Skyjets: Key Takeaways for Lenders and Restructuring Professionals
Related Practice(s): Corporate Finance, Distressed Finance, Financial Restructuring, Private Equity, Special Situations
Related Office(s): London
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Sustainability-Linked Loans Series, Part 5 – Application of Sustainability-Linked Loans Principles to Real Estate Finance Transactions
September 2022REF News and Views
Related Practice(s): Real Estate
Related Office(s): London
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Facing unexpected events in the US financial markets: advice for regulated and unregulated entities
October 2022Financier Worldwide
US and global regulators are once again focused on having market participants design and implement business continuity and disaster recovery (BCDR) plans, as well as corresponding policies and procedures.
Related Practice(s): Financial Regulation
Related Office(s): Washington
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UK Crypto Regulation: Cryptoasset Exchange and Custodian Wallet Providers Now Required to Report on Suspected Breaches
September 14, 2022Compliance & Enforcement
Related Practice(s): White Collar Defense and Investigations
Related Office(s): London
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Unpredictable Future of Political Prediction Markets
September 15, 2022On August 4, the U.S. Commodity Futures Trading Commission (“CFTC”) had withdrawn its no-action letter (i.e., permission to operate) with respect to PredictIt, an online prediction market operated by the University of Wellington, New Zealand and ordered PredictIt to shut down its operations as of February 15, 2023. This no-action letter was issued in 2014 and allowed the University of Wellington to operate a small-scale, not-for-profit market in futures or swaps event contracts for educational purposes, without registration as a designated contract market, foreign board of trade, or swap execution facility (i.e., an exchange), and without registration of its operators.
Related Practice(s): Financial Regulation
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FCA’s Supervision Strategy for Benchmark Administrators
September 15, 2022On September 8, the UK’s Financial Conduct Authority (“FCA”) published a “Dear CEO” letter setting out its strategy and supervisory priorities for overseeing benchmark administrators under the UK Benchmark Regulations (“UK BMR”) and applicable FCA Principles and Rules. This form of letter is a common tool utilized by the FCA to focus the attention of firms’ senior managers on particular issues.
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In Depth: Summary of Notable Comments to Federal Banking Agencies’ Interagency Proposal to Update Community Reinvestment Act Rules
September 15, 2022As we reported in May, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”) (together, the “Agencies”) issued a notice of proposed rulemaking to amend and update the rules implementing the Community Reinvestment Act (“CRA”). The comment period on the proposal ended on August 5. We held off summarizing the comments until most people returned from, hopefully, some restful end-of-summer R&R.
Related Practice(s): Financial Regulation
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Update on changes to the UK audit and corporate governance framework
October 2022Financier Worldwide
A series of significant UK corporate failures, including BHS (2016), Carillion (2018), Patisserie Valerie (2018) and Thomas Cook (2019), each of which collapsed unexpectedly and not long after receiving clean bills of health from their respective auditors, served as a catalyst for a process of independent review, consultation and recommendations on ‘Restoring Trust in Audit and Corporate Governance’.
Related Practice(s): Corporate, Corporate Governance, Environmental, Social & Governance (ESG)
Related Office(s): London
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FRB Vice Chair of Supervision Barr Gives First Speech Since Taking Office
September 8, 2022Federal Reserve Vice Chair of Supervision Michael Barr gave remarks yesterday to the Brookings Institution in Washington, D.C. The speech was his first since being sworn in at the end of July and served as a good indicator of his policy agenda.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Environmental, Social & Governance (ESG), Financial Regulation
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Non-Creditor Advertising of Credit Pre-Approvals Likely Deceptive
September 8, 2022The federal banking regulators have guidance in place regarding the advertising of credit pre-approvals, and, of course, Regulation Z and the Truth In Lending Act have provisions regarding how and when a pre-approval can be communicated to customers. Further, a “pre-approval” for credit is a standard that is supposed to mean that the consumer’s credit has been evaluated at some level by the creditor (usually via so-called prescreening, or because the customer agreed to an initial evaluation), and that the consumer will be approved for the credit product, assuming an intervening bankruptcy or other extremely adverse credit event has not occurred.
Related Practice(s): Financial Regulation
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FDIC: Consumers Need Awareness of ESG Concerns, Too
September 8, 2022In many corners of financial services, Environmental, Social and Governance (“ESG”) concerns are driving innovation, SEC disclosure requirements, and even risk and compliance assessments. However, first among the prudential banking regulators, the FDIC on September 2 released a consumer advisory on ESG considerations, specifically regarding the impact of “Banking on the Environment.”
Related Practice(s): Environmental, Social & Governance (ESG), Financial Regulation
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In Depth: U.S. Bankruptcy Code Safe Harbors Protect Against Foreign Law Avoidance Claims under Chapter 15
September 8, 2022The U.S. Bankruptcy Code’s safe harbor provisions provide comfort to financial institutions that transfers made under protected financial contracts will generally not be subject to avoidance or “clawback” if the transferor subsequently files for bankruptcy protection under Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code. But is the same true where the transferor is a foreign debtor whose main insolvency proceeding is occurring outside the United States, and whose representatives merely petition for “recognition” of the foreign proceeding in the United States under Chapter 15 of the Code? The U.S. District Court for the Southern District of New York recently confirmed that the safe harbors provide protection under this circumstance as well, even with respect to foreign law claims based on foreign transactions. See Fairfield Sentry Ltd. v. Citibank, N.A. London, 2022 WL 3644436 (S.D.N.Y. Aug. 24, 2022).
Related Practice(s): Bankruptcy Litigation, Financial Regulation, Financial Restructuring
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UK Authority Outlines Powers to Impose Strict Liability Civil Penalties
September 2022Expert Witness Journal
Cadwalader's Mark Beardsworth, Kevin Roberts and Duncan Grieve discuss the UK sanctions landscape and new guidance issued by the Office of Financial Sanctions Implementation.
Related Practice(s): Economic Sanctions, Global Litigation, White Collar Defense and Investigations
Related Office(s): London
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FBI Warns About Cybersecurity Problems on DeFi Platforms
September 1, 2022Decentralized finance platforms (DeFi) are designed to operate in a decentralized manner primarily through the utilization of smart contracts. Smart contracts are simply a name given to small “if/then” statements written in computer code that are self-executing. Smart contracts are used throughout the cryptocurrency and blockchain space, are an integral component in non-fungible tokens (NFTs), and can allow for things to happen automatically, without human intervention. For example, a smart contract could be coded such that payment for an item could be released upon receipt of a shipment, so if the shipment is received, then payment is released.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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DOJ Opines on FDIC Board
September 1, 2022The DOJ recently published an opinion from the Office of Legal Counsel (“OLC”) regarding the FDIC Board. The OLC opinion concluded that “the Chairperson of the FDIC Board does not have the authority to prevent a majority of the Board from presenting items to the Board for a vote and decision.”
Related Practice(s): Financial Regulation
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ESMA: Rules for Third Country Benchmarks Are Not Fit for Purpose and Should Be Reviewed
September 1, 2022On August 19, the European Securities and Markets Authority (“ESMA”) announced the publication of its response to a consultation on the European Commission’s (the “Commission”) proposals to amend the regime for the provision of “third country” (meaning non-EU) benchmarks into the EU under the Benchmarks Regulation (“BMR”). The Commission’s consultation, which concluded on August 12, 2022, asked for views on whether the rules applicable to the use of benchmarks administered in a third country, which will fully enter into applicati
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Deal certainty in M&A agreements – current concerns
September 2022Financier Worldwide
The uncertainty, global and local shocks, and volatility of the last few years have not yet led to a significant slowdown in dealmaking, according to GlobalData’s Q2 2022 report, but the Berkeley Research Group in its 2021 report notes a trend toward more disputes between buyers and sellers in the M&A context, and more renegotiation on price by buyers after the signing of a deal. For parties currently negotiating their sale agreements, now is a good time to review the contractual language creating ‘deal certainty’.
Related Practice(s): Corporate
Related Office(s): London
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Local Law 97 Compliance Deadline Looming: ‘One Way or Another – This Darkness Got to Give’
August 30, 2022Compliance deadlines for Local Law 97 of 2019 are steadily approaching, with the first reporting date being May 1, 2025, at which time owners of buildings covered by the law will be required to report compliance with the prior 2024 fiscal year mandates. Conformity to the carbon emission requirements will require building owners in New York City to undertake immediate action, if not already started.
Related Practice(s): Real Estate
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Economic Crime (Transparency and Enforcement) Act 2022 – Register of Entities
August 30, 2022The Economic Crime (Transparency and Enforcement) Act 2022 (the “ECA”) came into force on 1 August 2022 and places new obligations on overseas entities holding real estate in the United Kingdom.
Related Practice(s): Real Estate
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Sustainability-Linked Loans Series, Part 4 – SLLP Core Components in Detail (Continued)
August 30, 2022In our July edition of REF News and Views we began our deep dive into the Sustainability-Linked Loan Principles (“SLLP”) core components (“Core Components”).
Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
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Lessons Learned from Recent OFAC Enforcement Actions
July 28, 2022Two recent OFAC enforcement actions highlight real-world challenges that financial institutions and other companies may face in their efforts to implement an effective sanctions compliance program.
Related Practice(s): Economic Sanctions, Global Litigation, White Collar Defense and Investigations
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FDIC Continues Cease and Desist Sweep Regarding Deposit Insurance and Crypto
August 25, 2022A couple of weeks ago, we reported on the FDIC and the Federal Reserve Board sending a cease and desist (“C&D”) letter to Voyager Capital to stop representing that customer funds were protected by deposit insurance. This past week, the FDIC sent five more letters to cryptocurrency-related companies on the same issue.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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Bank Trade Associations Criticize FDIC Deposit Insurance Assessment Rate Proposal
August 25, 2022As we previously wrote in June, the Federal Deposit Insurance Corporation (“FDIC”) proposed amendments to the Deposit Insurance Fund (“DIF”) restoration plan originally adopted in September 2020 to implement a universal increase in initial base deposit insurance rates of 2 basis points. The FDIC noted in the proposal that it believes it needs to amend the restoration plan to ensure it meets the statutory minimum for the designated reserve ratio (“DRR”) of 1.35%. As of March 31, 2022, the DRR stood at 1.27%.
Related Practice(s): Bank Regulation, Financial Regulation
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FDIC Issues Guidance on NSF Fees for Multiple Re-Presentments
August 25, 2022On August 18, the Federal Deposit Insurance Corporation (“FDIC”) issued Financial Institutions Letter 40-2022 (“FIL 40-2022”), which provided supervisory guidance for state non-member banks and multiple non-sufficient funds (“NSF”) fees. FIL 40-2022 and its attached guidance is similar in content to an issue the FDIC highlighted in its March Consumer Compliance Supervisory Highlights.
Related Practice(s): Bank Regulation, Financial Regulation
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CFTC Finalizes Rule Regarding LIBOR Transition Clearing Requirement Determination for Certain Interest Rate Swaps
August 18, 2022On August 12, the Commodity Futures Trading Commission (“CFTC”) issued a final rule amending its Regulation 50.4(a) clearing requirements for swaps.
The latest in a series of rulemaking that is supportive of the financial industry’s transition away from interbank benchmarks, the new final rule adjusts CFTC clearing requirements to reflect this change.
Related Practice(s): Commodities & Futures Regulation, Financial Regulation
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Federal Reserve Announces Crypto-Asset-Related Supervisory Requirements and Final Guidelines for Access to Federal Reserve Accounts
August 18, 2022This week, the Federal Reserve Board (“FRB”) made two announcements of particular interest to the crypto-asset sector. First, on August 15, the FRB announced its final guidelines establishing factors for Reserve Banks to use in reviewing requests to access FRB accounts and payment services. Second, on August 16, the FRB issued SR/CA Letter 22-6 regarding engagement in Crypto-Asset-Related Activities by Federal Reserve-Supervised Banking Organizations.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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CFPB and FTC Take Aim at Bevy of Data Practices
August 18, 2022In the heat of summer, the nation’s top consumer protection agencies have issued startling and transformative statements and rules regarding data practice.
Related Practice(s): Financial Regulation
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Former Non-Executive Chairman of UK-Listed Company Fined for Unlawfully Disclosing Inside Information as a Result of Negligence
August 11, 2022Christopher Gent, a former CEO of Vodafone Group plc and non-executive Chairman of GlaxoSmithKline plc, was appointed as the non-executive Chairman of ConvaTec Group Plc (“ConvaTec”), a company admitted to trading on the London Stock Exchange (“LSE”), in October 2016 and held this position until retirement in May 2019. In his role, Mr. Gent was responsible for governance over, and closely involved in the preparation of, ConvaTec’s issuance of key company news (“RNS”) announcements to the LSE. In October 2018, Mr. Gent previewed the release of an expected RNS announcement relating to the downward revision of ConvaTec’s financial guidance and the retirement of ConvaTec’s CEO before such information had been announced to the market. The disclosures were made to two individuals in senior positions at two of ConvaTec’s major shareholders under the belief that it was in the best interests of ConvaTec that these investors received the information ahe
Related Practice(s): Financial Regulation
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CFPB and DOJ Send Clear Message Regarding Servicemembers to the Auto Industry
August 11, 2022Following the Consumer Financial Protection Bureau’s supervisory observations that the auto finance industry seemed to be struggling with providing adequate consumer protections to servicemembers, the CFPB has joined with the Department of Justice to reach out directly to auto finance companies, emphasizing the importance of compliance with the Servicemembers Civil Relief Act ("SCRA"). While the DOJ is responsible for enforcing the SCRA, the CFPB provides support in terms of educating consumers and industry on how to comply with it, and may use its unfair, deceptive or abusive act or practice authority under the Consumer Financial Protection Act to itself address the failure to comply with the SCRA.
Related Practice(s): Financial Regulation
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FCA Finalizes Changes to the UK’s Appointed Representatives Regime
August 11, 2022An appointed representative (“AR”) is a firm or person who carries on a regulated activity, or activities, under the responsibility of an authorized financial services firm. An authorized firm that appoints representatives in this way is referred to as a “principal.” In appointing an AR, the principal assumes responsibility for the regulated activities carried on by the AR that have been agreed with the AR in writing. The appointed representatives regime dates back to 1986, but as the perimeter of UK financial regulation has extended, the market significance of ARs has grown. At present, some principals have responsibility for a large number of ARs, especially in the fintech and asset management markets.
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Federal Reserve Releases Large Bank Capital Requirements
August 11, 2022Last week, the Federal Reserve Board (“FRB”) announced the individual capital requirements for all large banks, effective on October 1. This announcement follows the June announcement on the results of the supervisory stress test (also known as the Dodd-Frank Act Stress Test or DFAST, as these tests are required by Section 165 of the Dodd-Frank Act), which assesses whether banks are sufficiently capitalized to absorb losses during a severe recession.
Related Practice(s): Financial Regulation
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Proposed Legislation to Regulate Digital Commodity
August 4, 2022On August 3, Senate Agriculture Committee Chairwoman Debbie Stabenow, a Democrat from Michigan, and John Boozman, the top Republican on the committee, introduced a bipartisan bill aimed at regulating digital assets.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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The Department of Labor’s Proposed Amendments to the QPAM Exemption
August 4, 2022On July 26, the United States Department of Labor (“DOL”) issued proposed amendments to Prohibited Transaction Class Exemption 84-14, the so-called “QPAM Exemption.” The QPAM Exemption is an important prohibited transaction class exemption widely utilized by asset managers to provide relief for potential prohibited transactions that could arise in transactions between plans subject to ERISA and/or Section 4975 of the Code and financial services and other firms that are “parties in interest” under ERISA or “disqualified persons” under the Code (e.g., fiduciaries, plan sponsors, service providers and entities related to the foregoing by ownership) to such plans.
Related Practice(s): ERISA
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FDIC Makes Clear That It Does Not Insure Crypto Exchanges
August 4, 2022Last week, the Federal Deposit Insurance Corporation (“FDIC”) was part of two releases clarifying that only insured banks and thrifts enjoy FDIC insurance, notwithstanding what some non-banks may say in their marketing materials. The first release, together with the Federal Reserve Board (“FRB”), is a cease-and-desist letter to Voyager Digital (the “Joint C&D Letter”). The second is an FDIC Advisory to FDIC-Insured Institutions Regarding FDIC Deposit Insurance and Dealings with Crypto Companies.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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Changes to UK Financial Promotion Rules
August 4, 2022On August 1, the UK’s Financial Conduct Authority (“FCA”) published a policy statement on strengthening its financial promotion rules for high-risk investments and firms approving financial promotions (the “policy statement”).
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The Spice of Fund Finance
August 1, 2022Fund finance provides a rich variety of liquidity options, say Cadwalader’s Samantha Hutchinson, Michael Hubbard, Angela Batterson and Brian Foster.
Related Practice(s): Fund Finance
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Sustainability-Linked Loans Series, Part 3 – The SLLP Core Components in Detail
July 28, 2022In this Part 3 of our series, we will focus on (1) selection of KPIs and (2) calibration of SPTs of the Core Components (and, in next month’s edition of REF News and Views, we will dive deeper into (3) loan characteristics, (4) reporting progress against SPTs, and (5) verification).
Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
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Use Clauses and Sublet Provisions in Ground Leases
July 28, 2022A ground lease is both a conveyance and a contractual agreement between a landlord (the ground lessor) and a tenant (the ground tenant) pursuant to which the ground lessor, as the fee owner of the real property, conveys a leasehold interest in the property to the ground tenant subject to the terms and conditions of the ground lease.
Related Practice(s): Real Estate
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CFTC’s Enforcement of Fraudulent and Manipulative Pump-and-Dump Scheme in Crypto Commodities
July 28, 2022The Commodity Futures Trading Commission (“CFTC”) has two levels of jurisdiction under the Commodity Exchange Act (“CEA”).
Related Practice(s): Commodities & Futures Regulation, Financial Regulation
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SEC and Department of Justice Announce Parallel Crypto 'Insider Trading' Charges as Regulators and Congress Wrangle over Regulation of Digital Assets
July 28, 2022On July 21, the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Attorney’s Office for the Southern District of New York announced parallel civil and criminal actions (here and here) against a former product manager at Coinbase Global, Inc. (“Coinbase”), the largest cryptocurrency exchange in the United States, as well as his brother and his friend, for an alleged scheme to trade ahead of announcements that certain crypto assets would be “listed” on the exchange. The U.S. Attorney’s Office charged the defendants with a criminal wire fraud conspiracy and wire fraud, while the SEC alleged the insider trading scheme constituted securities fraud in violation of the Securities Exchange Act and Rule 10b-5.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets
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Regulation E Model Forms May Not Always Be a Safe Harbor
July 28, 2022In an opinion written by U.S. District of Delaware circuit judge Stephanos Bibas that begins, “A good template serves as a guide, not gospel,” Del-One Federal Credit Union was denied the safe harbor typically proffered by use of model forms in a potential class action regarding its overdraft fees.
Related Practice(s): Financial Regulation
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FDIC Amends Enforcement Action Manual and Clarifies Terminations of Orders
July 28, 2022On July 25, the Federal Deposit Insurance Corporation (“FDIC”) announced amendments to its Enforcement Actions Manual. The amendments to chapters 1 and 4 update and clarify the FDIC’s approach to terminating cease-and-desist orders and consent orders issued under section 8(b) of the Federal Deposit Insurance Act (“FDI Act”).
Related Practice(s): Financial Regulation
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Treasury and CLC Report on the State of the UK Financial Services Sector
July 28, 2022On July 21, the UK Treasury and the City of London Corporation (“CLC”) published a report on their first annual review of the UK financial services sector (the “Report”). The Report sets out findings from a review of the attractiveness and international competitiveness of the UK financial services sector. It was prepared in response to the recommendation made in the 2021 UK Listing Review where it was suggested that the Government present an annual report covering this topic.
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CFPB Monitors Deposit Fees Closely
July 28, 2022In a lengthy, numbers-heavy blog post, the Consumer Financial Protection Bureau (“CFPB”) showed off its math skills by analyzing fees that banks collect from their retail deposit customers, with a particular focus on overdraft fee trends.
Related Practice(s): Financial Regulation
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Federal Reserve Issues Proposed Rules under LIBOR Act
July 21, 2022On July 19, the Federal Reserve issued a notice of proposed rulemaking (“NPR”) that would implement the Federal LIBOR Act.
Related Practice(s): LIBOR Preparedness Team
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CFPB Imposes Several New Duties on Big Data Brokers
July 21, 2022The Consumer Financial Protection Bureau (“CFPB”) has issued several statements affecting the credit reporting industry in the last few months, including one on medical debts and one on auto financing, while at the same time emphasizing that the definition of a consumer reporting agency (“CRA”) should be interpreted broadly to include not just credit reporting companies and tenant screeners but also “other data brokers.” This means that any company collecting “Big Data” and hoping to convert that data into profit by offer
Related Practice(s): Financial Regulation
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CFTC Penalizes an Inadvertent Commodity Trading Advisor
July 21, 2022Once in a while, a Commodity Futures Trading Commission (“CFTC”) enforcement action confirms market participants’ worst fears that the CFTC is prepared to, and is able to, find violations of the Commodity Exchange Act (“CEA”) where no such violations had previously existed. The July 19, 2022 CFTC settlement order involving Powerline Petroleum and its principals is one such case.
Related Practice(s): Commodities & Futures Regulation, Financial Regulation
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FRB Vice Chair Brainard Touts CRA Proposal and Positive Impacts on Native American Communities
July 21, 2022On July 19, Federal Reserve Board (“FRB”) Vice Chair Lael Brainard gave remarks to the National Native Coalition Virtual Series sponsored by the National Congress of American Indians. Her remarks focused on the joint proposal from the FRB, Federal Deposit Insurance Corporation (“FDIC”), and the Office of the Comptroller of the Currency (“OCC”) (together, “The Agencies”) to modernize the Community Reinvestment Act (“CRA”). As we mentioned briefly in our newsletter in May, the comment period on the proposal will be open until August 5, 2022.
Related Practice(s): Financial Regulation
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Introduction of the UK Financial Services and Markets Bill
July 21, 2022On July 20, the Financial Services and Markets Bill (the “Bill”) was introduced in the UK’s House of Commons (“HoC”). This first formal stage in the legislative process (called the “first reading”) does not allow for debate of the Bill.
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New Guidance from the FDIC on Brokered Deposits Affects Insured Depository Institutions
July 21, 2022On July 15, the Federal Deposit Insurance Corporation (“FDIC”) issued an updated Q&A regarding how companies involved in managing deposits can determine whether such deposits should be considered brokered, and/or whether they are deposit brokers themselves.
Related Practice(s): Financial Regulation
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Regulators in Multiple Jurisdictions Call for More Oversight of Crypto-Assets and Stablecoins
July 14, 2022The last week has seen a number of announcements or statements from financial regulators calling for more oversight of crypto-assets, particularly stablecoins.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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In Depth: Regulation and Enforcement of the Digital Assets Markets, Part Two – Focus on Enforcement
July 14, 2022In last week's Cabinet News and Views, we examined the U.S. regulators' approach to the digital asset space, with a focus on the assertion of jurisdiction by the CFTC, the SEC, prudential regulators, state executive and legislative branches, and Congressional initiatives. This week, our focus shifts to enforcement − what actions the various regulators are taking in the digital asset space and what we can expect to see in the near future.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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Key IP Cases to Watch at the Mid-Year Point
July 11, 2022Bloomberg Law
Be it fair use in copyright, government liability in patent cases, ethics or substantive patent law issues, a number of pending cases for the second half of 2022 address important aspects of intellectual property law, say Cadwalader’s Dorothy R. Auth and Howard Wizenfeld. They spotlight cases involving Andy Warhol art and Moderna’s Covid-19 vaccine, among others.
Related Practice(s): Intellectual Property
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In Depth: Regulation and Enforcement of the Digital Assets Markets, Part One – Jurisdiction
July 7, 2022As more market participants, from retail consumers to major financial institutions and central banks of various countries, become active in the digital asset space, the U.S. regulators are ramping up their oversight activity related to digital assets.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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What Is the Future of the CRE Market?
July 5, 2022Structured Credit Investor
Capital markets partner Sabah Nawaz authored an article on the current state of the European commercial real estate structured finance market.
Related Practice(s): Commercial Real Estate CLOs, Securitization & Asset Based Finance
Related Office(s): London
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Seventh Circuit Provides Rare Guidance on “Statutory Liens”
July 1, 2022Journal of Bankruptcy Law
The U.S. Court of Appeals for the Seventh Circuit has issued a decision interpreting the Bankruptcy Code’s definitions of “statutory lien” and “judicial lien,” holding that a lien imposed by the Chicago Municipal Code was “judicial” rather than “statutory” because it arose partly as the result of a “quasi-judicial” process rather than “solely by force of a statute.”
Related Practice(s): Financial Restructuring
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The Strengths of Rights of First Refusal
June 30, 2022On March 30, 2022, the New York State Supreme Court, New York County decided in Times Square JV LLC v. Walber Broadway LLC that a ground lease-tenant that is in default under the ground lease for failure to pay the landlord rent does not per se invalidate the tenant’s right of first refusal under the lease to purchase from landlord the land on which the leased premises is situated.
Related Practice(s): Real Estate
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Sustainability-Linked Loans Series, Part 2 – The Sustainability-Linked Loans Principles
June 30, 2022In this next article in our Sustainability-Linked Loans Series, we further explore this growing field by introducing and outlining the Sustainability-Linked Loan Principles and the SLLP Core Components.
Related Practice(s): Real Estate
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Outlook for acquisitions by SPACs
July 2022Financier Worldwide
In August 2021, the Financial Conduct Authority (FCA) brought in changes to the Listing Rules which were aimed at making London a more hospitable listing venue for new special purpose acquisition companies (SPACs). The impetus for doing so was to allow London to participate in the undoubted SPAC ‘boom’, which had at that point been raging in the US over the previous year.
Related Practice(s): Corporate, Special Purpose Acquisition Companies (SPACs)
Related Office(s): London
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CFPB Launches Office of Competition and Innovation
June 16, 2022On May 24, the CFPB launched a new office, the Office of Competition and Innovation. The stated purpose of the new office is to promote competition and innovation that benefits consumers in the financial products and services market. Specifically, the Office of Competition and Innovation will (1) explore ways to reduce barriers to consumers’ ability to switch accounts and providers, (2) research market-structure problems that create obstacles to innovation, and (3) work with stakeholders to identify and challenge existing market structures that harm consumers. The office will be housed in the CFPB’s Division of Research, Markets & Regulations.
Related Practice(s): Consumer Financial Services Enforcement and Litigation
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CFTC’s Swap Reporting Advisory
June 16, 2022Accurate and timely reporting of swap data is the cornerstone of swap regulation. The CFTC had promulgated its swap reporting rules in 2012, and were after 2012 among the first rules implementing the Dodd-Frank Act to require, among other things, the anonymized real-time reporting of swap data (Part 43 of CFTC regulations) as well as more detailed regulatory reporting of swap data (Part 45) to swap data repositories (“SDR”).
Related Practice(s): Commodities & Futures Regulation, Financial Regulation
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Basel Committee Issues Principles on Management and Supervision of Climate-Related Financial Risks
June 16, 2022On June 15, the Basel Committee on Banking Supervision (“BCBS”) issued its Principles for the effective management and supervision of climate-related financial risks (the “Principles”). In its release, the BCBS stated that it “aims to promote a principles-based approach to improving both banks’ risk management and supervisors’ practices related to climate-related financial risks.” The publication of the Principles follows an initial consultation document issued in November 2021.
Related Practice(s): Financial Regulation
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In Depth: Latest Compromise Text in Relation to AIFMD2 Proposals on Loan Origination Funds
June 16, 2022On 1 June 2022, the French Presidency published its “final” compromise text in relation to the revision to the EU Alternative Investment Fund Managers Directive[1] (known as “AIFMD2”).
Related Practice(s): Financial Regulation
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In Brief: Regulation Q and You – Capital Relief Trades for U.S. Banks
June 16, 2022Over the last 18 months, we’ve seen a sharp uptick in inquiries from U.S. banks about how to use capital relief trades to manage regulatory capital constraints. Here, we set out our responses to some of the frequently asked questions we’ve received on this topic. If you’re interested in learning more, we invite you to join us for a free webinar series beginning on June 22, where we’ll discuss capital relief trades in greater detail.
Related Practice(s): Financial Regulation
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Turnover Provision Ruling Is Warning For Junior Creditors
June 14, 2022Law360
Cadwalader's Michele Maman, Tom Curtin and Marc Veilleux discuss a recent ruling from the Third Circuit that serves as a useful reminder to both junior creditors and senior creditors alike as to how their dealings in an intercreditor arrangement may play out following a debtor's bankruptcy, and provides important insight into the potential remedies that a senior creditor may have available should a junior creditor breach a turnover provision.
Related Practice(s): Bankruptcy Litigation, Financial Restructuring
Related Office(s): New York
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Coming Attractions at the Federal Reserve
June 9, 2022In the last week, the Federal Reserve has announced two forthcoming dates when the Fed would be releasing two important announcements: (1) the results of its annual bank stress tests will be released on June 23 at 4:30 p.m. EDT; and (2) a second tool to help community financial institutions implement the Current Expected Credit Losses (“CECL”) accounting standard will be released as part of a June 16 “Ask the Fed” webinar.
Related Practice(s): Bank Regulation, Financial Regulation
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U.S. Senators Propose First Comprehensive Regulation for Digital Assets
June 9, 2022Earlier this week, U.S. Sens. Kirsten Gillibrand (D-N.Y.) and Cynthia Lummis (R-Wyo.) introduced the first comprehensive legislation to establish a regulatory framework for digital assets to promote innovation, delineate regulatory jurisdiction, provide customer protection, ensure transparency and integrate digital assets into the existing regulatory regimes (the Responsible Financial Innovation Act, or the “RFI”). Many of the principles laid out in the RFI were first articulated in President Biden’s March 3, 2022 Executive Order on Ensuring Responsible Development of Digital Assets.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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UK Treasury Opens Consultation into Proposed Insolvency Regime to Manage Failure of Stablecoin Firms
June 9, 2022On May 31, 2022, the UK Treasury announced a consultation on the government’s proposals to manage the failure of systemic digital settlement asset (“DSA”) (including stablecoin) firms by adapting the existing Financial Market Infrastructure Special Administration Regime (“FMI SAR”).
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CFTC Considers Greater Regulation of Carbon Offset Markets
June 9, 2022On June 2, 2022, the Commodity Futures Trading Commission (“CFTC”) convened for the first time market participants to discuss the state and the challenges of the U.S. voluntary carbon credit (“VCC”) markets and, at the end of the meeting, published a Request for Information (“RFI”) on Climate-Related Financial Risk. This convening was an important step in CFTC’s broader initiative to conceptualize its jurisdictional reach over environmental, social and governance (“ESG”) commodity markets generally.
Related Practice(s): Commodities & Futures Regulation, Financial Regulation
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President Biden Reiterates Independence of the Fed at Meeting with FRB Chair Powell
June 2, 2022Federal Reserve Board Chair Jay Powell had a meeting at the White House earlier this week with President Biden and Secretary of the Treasury Yellen to discuss inflation.
Related Practice(s): Financial Regulation
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No, Fancy Technology Does Not Excuse Compliance Obligations
June 2, 2022The Consumer Financial Protection Bureau (“CFPB”) released a regulatory Circular providing guidance regarding the use of “complex algorithms” to assess whether a consumer should be extended credit. Often referred to as “black box” solutions, which may include artificial intelligence protocols, the CFPB has stated that full compliance with obligations is required, regardless of the technology used.
Related Practice(s): Financial Regulation
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OFAC Settles with Puerto Rico-Based Bank over Apparent Sanctions Compliance Lapse
June 2, 2022On May 27, OFAC announced a civil settlement with a Puerto Rico-based bank in connection with apparent violations of the Venezuela Sanctions Regulations. While the settlement amount of $255,938 is a fraction of the blockbuster fines paid by some banks in recent years, the case nonetheless serves as an important reminder that sanctions requirements vary from program to program, and compliance procedures must be tailored accordingly.
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CFPB Makes the Case for Credit Card Issuers to Provide Actual Payment Histories
June 2, 2022In a blog post, the Consumer Financial Protection Bureau (“CFPB”) revealed that it had sent letters requesting information from credit card issuers as to the reasons why actual payment histories are often not being reported to credit bureaus.
Related Practice(s): Financial Regulation
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Eighth Circuit Follows Second Circuit and Affirms Broad Safe Harbor Protections for Bank Customers
June 2, 2022In Kelley v. Safe Harbor Managed Account 101, Ltd.,[1] the Eighth Circuit Court of Appeals endorsed a broad view of parties protected from avoidance claims related to certain derivative and financial contracts (“QFCs”), including a securities contract (e.g., purchase and sale of securities).
Related Practice(s): Financial Restructuring
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A Primer on Interest Rate Caps
May 31, 2022When the interest rate on a mortgage financing is not fixed, the amount that a borrower may be required to pay may fluctuate depending on changes in the underlying index to which the “margin” or “spread” is tied. While a lender may be comfortable with its underwriting of a financing and the ability of its borrower to service its debt at closing, if the underlying index of a floating rate loan changes over time, the lender’s comfort and the ability of its borrower to service its debt will obviously change. To combat against interest rate volatility, borrowers and lenders usually agree to hedge the interest rate against the uncertainty in the market for floating rate loans. The most common form of such hedging is an “interest rate cap.”
Related Practice(s): Real Estate
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Sustainability Linked Loans Series, Part 1 – Introduction to Sustainability Linked Loans
May 31, 2022In our last few editions of REF News and Views, we featured the Green Loan Series of articles in which we discussed the emergence of “green loans” and the Green Loan Principles − those principles that form the proposed framework for market standards, guidelines and methodology to be adopted across the green loan market.
Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
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SEC Proposes New ESG Rules for Funds, Clearly Signaling Its Intent to Scrutinize ESG Claims
May 26, 2022The Securities and Exchange Commission (the “SEC”) yesterday proposed amendments to rules and forms relating to ESG disclosures for investment advisors and investment companies. Specifically, the proposed changes seek to expand U.S. funds’ disclosure requirements to clients and shareholders and to prevent misleading and deceptive claims relating to ESG qualifications.
Related Practice(s): Environmental, Social & Governance (ESG)
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A Call to Arms: CFPB Encourages States to Use Federal Authorities to Bring Enforcement Actions
May 26, 2022The Consumer Financial Protection Bureau ("CFPB") issued an interpretive rule on May 19, reiterating the authority that states have to pursue companies and individuals that violate federal consumer financial protection laws, including the Consumer Financial Protection Act of 2010 ("CFPA").
Related Practice(s): Global Litigation
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CFTC Considers FTX’s Democratized Clearing Proposal
May 26, 2022On May 25, 2022, the U.S. Commodity Futures Trading Commission (“CFTC”) conducted a public hearing to consider a request from LedgerX, LLC, d.b.a. FTX US Derivatives (“FTX”), to amend its order of registration as a derivatives clearing organization (“DCO”) to allow direct clearing of listed futures contracts on Bitcoin and Ethereum and other digital assets by retail participants. This is a dramatic departure from a traditional clearing model where retail participants can trade and clear futures only through professional intermediaries – registered and heavily-regulated futures commission merchants (“FCMs”).
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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Acting Comptroller Hsu Brings Crypto-Skepticism to Blockchain Summit
May 26, 2022This week, Acting Comptroller of the Currency Michael Hsu gave remarks to the DC Blockchain Summit titled “Crypto: A Call to Reset and Recalibrate.”
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
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Meeting of G7 Finance Ministers and Central Bank Governors: Crypto-Asset Regulation
May 26, 2022The G7 Finance Ministers and Central Bank Governors recently met in Petersberg, Germany, from May 18 and 20. They were joined by the heads of the International Monetary Fund, World Bank Group, Organisation for Economic Cooperation and Development, and the Financial Stability Board (“FSB”). The Ukrainian Prime Minister and Finance Minister were also in attendance.
read more »
Deposit Insurance Limits and Trusts and Mortgage Servicing
May 26, 2022The FDIC released a “Small Entity Compliance Guide” that provides a summary of its final rule allowing for the “simplification of deposit insurance,” which takes effect on April 1, 2024.
Related Practice(s): Financial Regulation
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Hell or High Water Provisions in Merger Agreements: A Practical Approach
05/25/2022Harvard Law School Forum on Corporate Governance
This article discusses “hell or high water” (HOHW) clauses in merger agreements, including a number of important HOHW risk issues that are often overlooked.
Related Practice(s): Antitrust, Corporate, Global Litigation, Merger Clearance, Mergers & Acquisitions
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Cadwalader’s Wesley Misson, Brian Foster and Patrick Calves Co-Author Chapter in Wildgen’s Fund Finance Security Guide
May 19, 2022Wildgen’s Fund Finance Security Guide
Cadwalader Finance Group co-chair and Head of U.S. Fund Finance Wesley Mission, partner Brian Foster and special counsel Patrick Calves co-authored a chapter in Wildgen’s “Fund Finance Security Guide” describing the security package and related governing law and structuring considerations for subscription and NAV facilities in the U.S.
Related Practice(s): Fund Finance
Related Office(s): Charlotte, New York
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Priorities for Derivatives Markets from ISDA's Annual General Meeting
May 12, 2022The first in-person ISDA annual general meeting (“AGM”) after the COVID-19 pandemic is wrapping up today in Madrid, Spain. This conference follows the Futures Industry Association Law and Compliance (“FIA L&C”) annual conference held in Washington, D.C. at the end of April, and the topics addressed were essentially similar, albeit approached from a different angle.
Related Practice(s): Financial Regulation
Related Office(s): Washington
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CFPB: Consumers Who Have Already Received Credit Are Protected by Fair Lending Laws
May 12, 2022The Consumer Financial Protection Bureau (CFPB) issued an advisory opinion on May 9, confirming that for purposes of the Equal Credit Opportunity Act (“ECOA”) and its implementing regulation, Regulation B, the intended breadth of the provisions prohibiting discrimination on the basis of race, color, religion, national origin, sex, marital status and age is to cover not just applicants for credit, but also customers who have already been extended credit.
Related Practice(s): Financial Regulation
Related Office(s): Washington
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Yellen to Senate Banking Committee: Stablecoins Should Be Regulated
May 12, 2022Earlier this week, Department of the Treasury Secretary Janet Yellen provided testimony and responded to questions from the Senate Banking Committee regarding volatility in cryptocurrencies that are designated to be “stablecoins,” meaning that the value is supposed to remain fixed, on a one-to-one basis with the dollar, and emphasized that a federal framework for regulating digital assets is necessary to avoid “risks to financial stability,” as reported by The Wall Street Journal.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
Related Office(s): Washington
read more »
Queen’s Speech 2022: UK Government to Revoke EU Financial Regulations (Eventually)
May 12, 2022On May 10, 2022, Prince Charles announced in the Queen’s Speech that the Government would bring in new legislation to “strengthen” the UK’s financial services industry to ensure that it acts “in the interest of all people and communities.”
Related Office(s): London
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In Depth: A Look at Federal Banking Agencies’ Proposal to Update Community Reinvestment Act Rules
May 12, 2022As we mentioned briefly in our newsletter last week, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”) (together, “The Agencies”) issued a notice of proposed rulemaking to amend and update the rules implementing the Community Reinvestment Act (“CRA”). The comment period on the proposal will be open until August 5, 2022.
Related Practice(s): Financial Regulation
Related Office(s): Washington
read more »
More Crypto Sheriffs from the SEC
May 5, 2022The Securities and Exchange Commission ("SEC") has renamed and expanded a unit within its Division of Enforcement to address protection of investors in crypto markets.
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
Related Office(s): Washington
read more »
Federal Banking Agencies Issue Interagency Proposal to Update Community Reinvestment Act Rules
May 5, 2022In May 5, the Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”) (together, the “Agencies”) issued a notice of proposed rulemaking to amend and update the rules implementing the Community Reinvestment Act (“CRA”). The comment period on the proposal will be open until August 5, 2022.
Related Practice(s): Financial Regulation
Related Office(s): Washington
read more »
Launch of UK Transition Plan Taskforce to Support Climate Transition Plans
May 5, 2022On April 25, 2022, the UK Transition Plan Taskforce (the “Taskforce”) was formally launched by HM Treasury. The goal of the independent Taskforce is to develop a “gold standard” for climate transition plans. With a two-year mandate and active involvement from regulators (to draw on the Taskforce’s findings and strengthen disclosure rules), industry leaders and academia, the Taskforce will “help to drive decarbonisation by ensuring that financial institutions and companies prepare rigorous plans to achieve net zero and support efforts to tackle greenwashing.”
Related Office(s): London
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Cutting Corners in a Competitive Auto Market
May 5, 2022The Consumer Financial Protection Bureau ("CFPB") announced in a press release issued in conjunction with the release of its latest Supervisory Highlights that it is concerned that financial institutions and other companies involved with auto financing might be incented to step up repossession of cars belonging to borrowers in default.
Related Practice(s): Financial Regulation
Related Office(s): Washington
read more »
In Depth: President Biden Proposes New Administrative Forfeiture Process and Other Legislative Changes to Address Ukraine Crisis
May 5, 2022Alongside the slew of new sanctions imposed in response to Russia’s invasion of Ukraine, the Biden administration also has been laying the groundwork to maximize the impact of those sanctions.
Related Practice(s): Economic Sanctions, Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
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Live from FIA L&C: Redefining the Scope of a “Trading Facility”
April 28, 2022This week, attendees at the FIA L&C conference are gathered in Washington, D.C., for the first time in three years to discuss several issues with significant potential impact on the markets. One such issue is redefining the concept of the trading facility for securities and derivatives.
Related Practice(s): Financial Regulation
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FCA Announcement on Synthetic Sterling LIBOR
April 28, 2022On April 25, 2022, the UK Financial Conduct Authority (“FCA”) provided an important update relating to the future of the London Inter-Bank Offered Rate (“LIBOR”) benchmark. On its updated Benchmarks Regulation: our powers, policy and decision-making webpage, the FCA has set out the steps it intends to take regarding synthetic sterling LIBOR.
Related Office(s): London
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CFPB Targets Nonbanks for Supervision
April 28, 2022The Consumer Financial Protection Bureau (“CFPB”) recently announced that it is going to exercise authority described as “dormant” to supervise nonbanks that are not otherwise subject to the CFPB’s supervision authority.
Related Practice(s): Financial Regulation
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Trade Associations Raise “Significant Concerns” on Re-Proposed Guidelines for Access to Federal Reserve Bank Accounts and Services
April 28, 2022Last week, six bank trade associations, including the Bank Policy Institute and the American Bankers Association, submitted a joint comment letter on the Federal Reserve’s re-proposed Guidelines for access to Fed accounts and services that we previously wrote about in March.
Related Practice(s): Financial Regulation
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Alterations Provisions in Loan Documents
April 28, 2022Related Practice(s): Real Estate
read more »
Further Developments in Mezzanine Foreclosures
April 28, 2022Related Practice(s): Real Estate
read more »
Green Loans Series, Part 3 – Green Loan Principles in Real Estate Finance
April 28, 2022Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
Related Office(s): London
read more »
Privacy and Suspect Rights - UK Supreme Court Confirms an Individual's Right to Privacy When Under Criminal Investigation
April 26, 2022Expert Witness Journal
In a recent judgement, the UK Supreme Court confirmed that suspects subject to a criminal investigation are entitled, as a general rule, to a reasonable expectation of privacy regarding information relating to the investigation until they are charged.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Dublin, London
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You Win Some, You Lose Some: The Second Circuit Affirms Dismissal of Landlords' Free Speech Challenge to Harassment Laws and Reverses Dismissal of Landlords' Contract Clause Challenge to Guaranty Law
April 25, 2022In this article, the authors discuss a decision by the U.S. Court of Appeals for the Second Circuit in which New York City landlords alleged that certain laws enacted in response to the COVID-19 pandemic were unconstitutional.
Related Practice(s): Real Estate
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Treasury Secretary Yellen on Digital Assets Policy, Innovation and Regulation
April 14, 2022Related Practice(s): Financial Regulation
Related Office(s): New York
read more »
FDIC Weighs In on Crypto Activities
April 14, 2022Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Financial Regulation
Related Office(s): Washington
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Sending a Message: The CFPB's Charges Against TransUnion
April 14, 2022Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »
Final Draft Technical Standards on Risk Retention Requirements for Securitisations Published by EBA
April 14, 2022Related Office(s): London
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In Depth: Acting Comptroller Hsu Discusses Resolution Plans for Large Regional Banks
April 14, 2022Related Practice(s): Financial Regulation
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DOL Warns Sponsors against Permitting Cryptocurrency-Related Investments on 401(k) Plan Investment Menus
April 7, 2022Related Practice(s): ERISA, Executive Compensation & Benefits
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The UK’s Plan to Become a Global Crypto Hub
April 7, 2022read more »
FRB Issues Enforcement Actions against Bank and BHC Employees for Alleged CARES Act Fraud
April 7, 2022Related Practice(s): Bank Regulation, Financial Regulation
read more »
California’s Board Diversity Law Tossed by Judge; Other Board Diversity Efforts Continue
April 7, 2022Related Practice(s): Global Litigation
read more »
New Round of Russia Sanctions
April 7, 2022Related Practice(s): Economic Sanctions, Global Litigation, White Collar Defense and Investigations
read more »
Corporate Board Diversity
March 31, 2022LexisNexis
Cadwalader partner Ellen Holloman discusses the importance of corporate board gender and racial diversity. Among other things, this practice note surveys state legislation on corporate board diversity and offers best practices for employers on how to create such diversity.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Global Litigation
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FDIC Requests Comment on Proposed Framework for Managing Climate-Related Risk
March 31, 2022Related Practice(s): Environmental, Social & Governance (ESG), Global Litigation
read more »
The Biden Budget: Funding Sanctions and AML Initiatives
March 31, 2022read more »
Meeting of Congressional Aides Signals Interest in Comprehensive Federal Privacy Legislation
March 31, 2022Related Practice(s): Global Litigation, Intellectual Property
read more »
FDIC Issues Request for Information and Comment on Bank Mergers
March 31, 2022Related Practice(s): Bank Regulation, Financial Regulation
read more »
Supervisory Statement on the Application of the EU Sustainable Finance Disclosure Regulation and the EU Taxonomy Regulation
March 31, 2022read more »
Green Loans Series, Part 2 – The Four Core Components of the Green Loan Principles
March 31, 2022Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
Related Office(s): London
read more »
Understanding Future Advance Conditions
March 31, 2022Related Practice(s): Real Estate
read more »
Navigating the Latest on Russia Sanctions – A Perspective from European Real Estate Financing
March 31, 2022Related Practice(s): Economic Sanctions, Real Estate
read more »
Protecting Company Intellectual Property in Today’s Work From Home Economy
March 28, 2022Cadwalader Intellectual Property attorneys Dorothy Auth, Howard Wizenfeld and Dash Cole discuss ownership of patent rights, trade secrects and other IP concerns in today's work from home economy.
Related Practice(s): Global Litigation, Intellectual Property, Patent & Trade Secret Litigation, Patent Preparation & Prosecution, Trademark & Copyright Protection
Related Office(s): New York
read more »
CFPB Will Begin Using UDAAP Authority to Address Discrimination in Wide Array of Consumer Financial Products
March 24, 2022Related Practice(s): Consumer Financial Services Enforcement and Litigation, Corporate & Financial Services Litigation & Regulation, Global Litigation
read more »
Puerto Rico’s Plan of Adjustment ‘Goes Effective’
March 24, 2022Related Practice(s): Bankruptcy Litigation, Financial Restructuring
read more »
Federal Banking Agencies to Issue Notice of Proposed Rulemaking to Amend Uniform Rules of Practice and Procedure
March 24, 2022Related Practice(s): Bank Regulation, Financial Regulation
read more »
The European Supervisory Authorities' Warning on the Risks of Cryptoassets
March 24, 2022read more »
Federal LIBOR legislation: five things financial market participants need to know
March 23, 2022Reuters Legal News
Cadwalader partners Jason Halper, Rachel Rodman and Lary Stromfeld, members of the firm's LIBOR Preparedness Team, authored a Reuters article this week.
Related Practice(s): Corporate & Financial Services Litigation & Regulation, Financial Regulation, LIBOR Preparedness Team
Related Office(s): New York, Washington
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Federal LIBOR Legislation in Five Quick Bites
March 17, 2022Modelled on legislation prepared by the ARRC and enacted by New York and other states, on Tuesday the President signed federal legislation addressing legacy contracts that reference LIBOR after it ceases in June 2023. While it is an extremely important part of the LIBOR transition process, the legislation should not replace proactive management of LIBOR portfolios. The attached deck provides a quick overview of the legislation.
Related Practice(s): LIBOR Preparedness Team
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SEC Amendments on Cybersecurity Disclosure
March 17, 2022Related Practice(s): Corporate
read more »
Russia Sanctions Update: Lux Edition
March 17, 2022read more »
Statement from UK Financial Regulatory Authorities on Sanctions and the Cryptoasset Sector
March 17, 2022read more »
Sarah Bloom Raskin Withdraws from Fed Nomination
March 17, 2022Related Practice(s): Financial Regulation
read more »
In Depth: New Climate-Related Disclosure Rules from the SEC? Here’s What You Need to Watch Out For
March 17, 2022Related Practice(s): Environmental, Social & Governance (ESG)
read more »
Lexology GTDT's Securities Litigation 2022
March 14, 2022Lexology GTDT
Cadwalader attorneys provide an overview of recent securities litigation news from around the world for Lexology GTDT’s “Securities Litigation 2022.” Global Litigation Co-Chair Jason Halper is the contributing editor of the guide.
Related Practice(s): Global Litigation
read more »
New Biden Executive Order on Digital Assets
March 10, 2022Related Practice(s): Global Litigation, White Collar Defense and Investigations
read more »
Federal Reserve Board Re-proposes Guidelines for Access to Federal Reserve Bank Accounts and Services
March 10, 2022Related Practice(s): Bank Regulation, Financial Regulation
read more »
Strengthening Cybersecurity Notification Requirements
March 10, 2022Related Practice(s): Cybersecurity and Data Privacy, Global Litigation, White Collar Defense and Investigations
read more »
EU AML List Will Add The Cayman Islands
March 10, 2022read more »
In Depth: Listen to Your Regulator on Sanctions and Crypto
March 10, 2022read more »
Further Developments in Mezzanine Foreclosures
February 28, 2022Related Practice(s): Real Estate
read more »
Green Loans Series, Part 1 – Green Loans and the Green Loan Principles
February 28, 2022Related Practice(s): Environmental, Social & Governance (ESG), Real Estate
read more »
2022 and Beyond – The Rise of ESG in the UK and Europe
January 31, 2022read more »
One of These Things Is Not Like the Other: New York State Court Upholds Commercial Reasonableness of Mezzanine Sale
January 31, 2022Related Practice(s): Real Estate
read more »
Does Use of a Filter Team to Search a Law Firm Violate Foundational Principles that Protect the Attorney
January 24, 2022Related Practice(s): Global Litigation
Related Office(s): New York
read more »
It’s the end of LIBOR as we know it
January 10, 2022Westlaw Today
Across the global markets, the countdown to midnight on New Year’s Eve started long before revelers gathered in Times Square. Regulators had announced that the end of 2021 would also be the end of nearly all tenors of LIBOR in the $400 trillion global market.
Related Practice(s): Financial Regulation, LIBOR Preparedness Team
read more »
Mean What You Say, Say What You Mean: Tenant Estoppels Do Work
January 5, 2022Real Estate Finance Journal
The authors discuss an Illinois Court of Appeals decision holding that estoppels are enforceable against a tenant’s subsequent actions and claims.
Related Practice(s): Real Estate
read more »
Book Review: “A Practical Guide to Extradition Law Post-Brexit”
January 4, 2022Law Brief Publishing
Cadwalader partner Kevin Roberts provides a review of the recently released Practical Guide to Extradition Law Post-Brexit, published by Law Brief Publishing and edited by Myles Grandison and members of the Temple Garden Chambers.
Related Practice(s): Global Litigation, White Collar Defense and Investigations
Related Office(s): Dublin, London
read more »
It’s The End of LIBOR As We Know It
January 4, 2022Across the global markets, the countdown to midnight on New Year’s Eve started long before revelers gathered in Times Square. Regulators had announced that the end of 2021 would also be the end of nearly all tenors of LIBOR in the $400 trillion global market. This presented multiple challenges on two fronts: new transactions needed to find a replacement benchmark(s) as a reference for their borrowing costs and outstanding “legacy” transactions needed to function without disruption following the discontinuance of their embedded benchmark.
Related Practice(s): LIBOR Preparedness Team
read more »
Substantive Consolidation and Non-Consolidation Opinions
January 1, 2022Pratt's Journal of Bankruptcy Law
In this article, the authors review the elements that should be included in a nonconsolidation opinion delivered to the lender in a structured finance transaction by counsel for the special purpose entity.
Related Practice(s): Bankruptcy Litigation, Financial Restructuring
Related Office(s): New York, Washington
read more »
Looking Back, Looking Ahead: A U.S. Perspective
December 30, 2021Related Practice(s): Real Estate
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The Way Forward: A European Perspective
December 30, 2021Related Practice(s): Real Estate
read more »
CLOs and the Securitisation Regulations
December 7, 2021The Loan Market Association
Cadwalader Capital Markets partner David Quirolo and special counsel Alex Collins co-authored a chapter in the Loan Market Association’s new book “Leading The Way” The LMA: 25 Years in the Loan Market. The chapter “CLOs and the Securitisation Regulations”, focuses on the application of the Securitisation Regulations to CLOs structured as securitisations and the impact of such regulation on the underlying loans in which CLOs invest.
Related Practice(s): CLOs, Securitization & Asset Based Finance
Related Office(s): Dublin, London
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Top Intellectual Property Issues to Watch in 2022
December 3, 2021Bloomberg Law
Dorothy Auth, Head of Cadwalader's Intellectual Property Practice, and attorneys Howard Wizenfeld and Dash Cole look at key IP cases to watch in 2022. They recommend keeping an eye on a U.S. Supreme Court case involving patent eligibility, and two potential Supreme Court cases that could affect the biotech and pharma industries, as well as a case that involves artwork by Andy Warhol.
Related Practice(s): Intellectual Property
read more »
The UK's Autumn Budget 2021: Implications for Real Estate
November 30, 2021Related Practice(s): Real Estate, Tax
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Subject to Change? Reassessing economic sanctions under the Biden administration
November 22, 2021Thomson Reuters Legal
In recent decades, economic sanctions have emerged as a critical, and sometimes favorite, tool of foreign policy for U.S. presidents and lawmakers of both political parties. With the recent release of the Department of the Treasury’s 2021 Sanctions Review, however, this longstanding trend shows signs of moderating – at least in certain areas – under President Joseph R. Biden. In fact, many of the Review’s recommendations have already been put into practice, reflecting a new approach to economic sanctions.
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How ESG and Social Movements are Affecting Corporate Governance
November 21, 2021The Practical Guidance Journal
This article provides 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): Global Litigation
Related Office(s): New York
read more »
Basics of Reserves
October 28, 2021Related Practice(s): Real Estate
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Limited Recourse Finance Series, Part 4: Other Common Issues in Limited Recourse Structures
October 28, 2021Related Practice(s): Real Estate
read more »
Epic Games v. Apple Ruling: Antitrust Litigation Takeaways
October 6, 2021Bloomberg Law
Cadwalader antitrust partner Joel Mitnick and counsel Ngoc Pham Hulbig discuss the decision and its impact on future antitrust litigation, including Google Play store practices.
Related Practice(s): Antitrust, Antitrust Litigation, Global Litigation
Related Office(s): New York, Washington
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ESG: Regulatory Reform on the Horizon?
October 1, 2021Fund Finance Friday
Cadwalader's Katie McShane discusses potential ESG regulatory reform as it relates to the Fund Finance industry.
Related Practice(s): Fund Finance
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Do I Recognize You (Preferred Equity)?
September 29, 2021read more »
Limited Recourse Finance Series, Part 3: Security Package and Considerations
September 29, 2021read more »
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
read more »
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
read more »
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
read more »
U.S. Supreme Court Holds That CDC Exceeded Its Authority in Issuing Eviction Moratorium
August 30, 2021Related Practice(s): Real Estate
read more »
There Was No 'Gap' in the Lease Language: COVID Is Not a Casualty
August 30, 2021Related Practice(s): Real Estate
read more »
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), Global Litigation
read more »
The ABCs of ESG
August 6, 2021Related Practice(s): Environmental, Social & Governance (ESG), Fund Finance
Related Office(s): Charlotte
read more »
The President’s Competition Order Signals the Return to Stricter Antitrust Enforcement
8/6/2021Practising Law Institute Chronicle
Related Practice(s): Antitrust, Global Litigation
read more »
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), Global Litigation
read more »
Limited Recourse Financing Series: The Need for Limited Recourse Structures
July 30, 2021Related Office(s): London
read more »
Note Prevails over Mortgage in the Event of a Conflict
July 30, 2021Related Practice(s): Real Estate
Related Office(s): New York
read more »
Warnings Persist for Corporate Directors Evaluating LBO and Other Multi-Step Transactions
July 21, 2012Harvard Law School Forum on Corporate Governance
As the year 2020 was coming to a close, District Judge Rakoff issued a decision in In re Nine W. LBO Sec. Litig., No. 20 MD. 2941 (JSR), 2020 WL 7090277 (S.D.N.Y. Dec. 4, 2020) (“Nine West”) that sent some shockwaves through the M&A community with respect to the future of corporate governance in the context of director duties relating to the sale of a plainly solvent company.
Related Practice(s): Financial Restructuring
read more »
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), Securitization & Asset Based Finance
read more »
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
read more »
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
read more »
Coming Back
June 30, 2021Related Practice(s): Real Estate
read more »
Make Me a Right of Refusal I Can't Refuse
June 30, 2021Related Practice(s): Real Estate
read more »
Negative Pledges in Commercial Real Estate Financings – Why Do We Need Them?
June 30, 2021Related Practice(s): Real Estate
read more »
The Importance of Springing Members
June 30, 2021Related Practice(s): Real Estate
read more »
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 Industry
read more »
Looking Beyond the Normal Paved Paths – The Role of the Sustainability Coordinator
June 4, 2021Related Practice(s): Environmental, Social & Governance (ESG), Fund Finance
Related Office(s): London
read more »
How Speedway Deal Might Have Avoided Antitrust Gridlock
6/4/2021Law360
Related Practice(s): Antitrust, Global Litigation
read more »
One Way Out: New York’s One-Action Rule
May 27, 2021Related Practice(s): Real Estate
read more »
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
read more »
Anti-Money Laundering and Cryptocurrency: Legislative Reform and Enforcement
May 27, 2021ICLG
Cadwalader partner Kevin Roberts and associates Duncan Grieve, Shruti Chandhok and Charlotte Glaser have co-authored a chapter titled, “Anti-Money Laundering and Cryptocurrency: Legislative Reform and Enforcement,” in Anti-Money Laundering 2021: A practical cross-border insight into anti-money laundering law, published by International Comparative Legal Guides (ICLG).
Related Practice(s): Blockchain, Cryptocurrency, and Digital Assets, Global Litigation
Related Office(s): Dublin, London
read more »
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)
read more »
What’s So Special about Special Purpose Entities?
April 29, 2021Related Practice(s): Real Estate
read more »
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
read more »
Insurance Broker Letters in Commercial Real Estate Financings: Why Do We Need Them?
April 29, 2021Related 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, 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
read more »
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
read more »
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
Related Office(s): New York
read more »
LIBOR Update
March 30, 2021Related Practice(s): LIBOR Preparedness Team, Real Estate
Related Office(s): London
read more »
Making Sure the Ground Tenant Builds
March 30, 2021Related Practice(s): Real Estate
Related Office(s): New York
read more »
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
read more »
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
read more »
ESG Loans – The Next Big Wave in Fund Finance
March 19, 2021Related Practice(s): Environmental, Social & Governance (ESG)
read more »
Publicity: The UK Perspective
March 8, 2021Global Investigations Review
Cadwalader partner Kevin Roberts and associates Duncan Grieve and Charlotte Glaser have co-authored a chapter titled, “Publicity: The UK Perspective,” in the fifth edition of The Practitioner's Guide to Global Investigations, published by Global Investigations Review.
Related Practice(s): Global Litigation
Related Office(s): Dublin, London
read more »
Ch-Ch-Ch-Changes: NY Commercial Landlords’ Duty to Mitigate
February 25, 2021Related Practice(s): Real Estate
read more »
Brexit Update – Changes to Loan Documentation
February 25, 2021Related Practice(s): Real Estate
Related Office(s): London
read more »
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
read more »
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 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
read more »
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
read more »
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
read more »
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
read more »
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
read more »
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): Consumer Financial Services Enforcement and Litigation, 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, 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
read more »
Bankruptcies in Mass Torts Cases
January 1, 2021Westlaw
Bankruptcies in Mass Torts Cases, Litigating Mass Tort Cases, Supplement (2021)
Related Practice(s): Financial Restructuring
read more »
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): Consumer Financial Services Enforcement and Litigation, Global Litigation, White Collar Defense and Investigations
Related Office(s): Washington
read more »
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
read more »
Welcoming 2021
December 21, 2020Related Practice(s): Real Estate
Related Office(s): New York
read more »
Take Another B-Piece of My Heart, Now Baby
December 21, 2020Related Practice(s): Real Estate
Related Office(s): New York
read more »
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
read more »
Hotel Financing Series, Part 6: Cash Control
December 21, 2020Related Practice(s): Real Estate
Related Office(s): London
read more »
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
read more »
Hotel Financing Series, Part 5: Hotel Management Arrangements and Related Issues
November 30,2020Related Practice(s): Real Estate
Related Office(s): London
read more »
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
read more »
LawWise Podcast: Real Estate Workouts and Restructurings
October 28, 2020Related Practice(s): Real Estate
Related Office(s): New York
read more »
CFIUS Basics for Real Estate Lenders
October 28, 2020Related 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, 2020Related Practice(s): Real Estate
Related Office(s): New York
read more »
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
read more »
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
read more »
Hotel Financing Series, Part 3: Use of OpCo/PropCo Structures
September 30, 2020Related Practice(s): Real Estate
Related Office(s): London
read more »
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
read more »
Justice Department Revises Merger Remedies Guidelines
9/11/2020NYU School of Law Compliance and Enforcement Blog
Related Practice(s): Antitrust, Global Litigation
read more »
Private Trust Companies - US Tax and Regulatory Considerations
September 1, 2020Globe Law and Business
While high net worth families and practitioners have used private trust companies for many years in the international estate planning realm, the use of these structures is increasing in the U.S., as driven by a host of regulatory and geopolitical factors. Cadwalader's Sasha Grinberg provides insight into various related tax and regulatory considerations for both practitioners and clients when creating such entities.
Related Practice(s): Estate Planning & Administration, Institutional Planning, Private Wealth
Related Office(s): New York
read more »
Hotel Financing Series, Part 2: Covenants
August 31, 2020Related Practice(s): Real Estate
Related Office(s): London
read more »
Some Thoughts on Late Charges and Default Rate Interest
August 31, 2020Related Practice(s): Real Estate
Related Office(s): New York
read more »
Taking Notice
August 31, 2020Related Practice(s): Real Estate
Related Office(s): Charlotte
read more »
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
read more »
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
read more »
Hotel Financing Series, Part 1: How a Hotel Loan Differs from Other Real Estate Loans
July 30,2020Related Practice(s): Real Estate
read more »
Social Distancing for Distressed Loan Negotiations: The Role of Reservation of Rights Letters
July 30, 2020Related Practice(s): Real Estate
read 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): Consumer Financial Services Enforcement and Litigation, 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, 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
read more »
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
read more »
Securitizing Loans with Future Advance Obligations
June 30, 2020read more »
MAEbe So, MAEbe Not
June 30, 2020Related Practice(s): Real Estate
read more »
COVID-19 Update: Three Months into Lockdown
June 30, 2020Related Practice(s): Real Estate
read more »
COVID-19 Update: Ban on Forfeiture, and Government Issues Best Practice Guidelines for the Industry
June 30, 2020Related Practice(s): Real Estate
read more »
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
read more »
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 Office(s): Washington
read more »
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
read more »
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
read more »
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
read more »
Real Estate Finance—The Last 50 Years
May 1, 2020Related Practice(s): Real Estate
read more »
Empty Rooms – COVID-19's Impact on the Hospitality Industry
April 27, 2020Related Practice(s): Real Estate
read more »
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
read more »
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
read more »
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
read more »
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
read more »
When Should a Guarantor’s Liability Terminate under a Carry Guaranty?
March 29, 2020Related Practice(s): Real Estate
read more »
Issues to Consider When a Revocable Trust Is a Guarantor
March 29, 2020Related Practice(s): Real Estate
read more »
COVID-19 Update: Immediate Considerations
March 29, 2020Related Practice(s): Real Estate
read more »
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
read more »
Update on New EB-5 Regulations
February 25, 2020Related Practice(s): Real Estate
read more »
Negotiating Lender Approval Rights over Service Agreements for Hospitality and Other Properties
February 25, 2020Related Practice(s): Real Estate
read more »
Email Footers: Proceed with Caution
February 25, 2020Related Practice(s): Real Estate
read more »
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 Industry, White Collar Defense and Investigations
Related Office(s): Charlotte, Washington
read more »
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
read more »
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
read more »
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
read more »
Some Thoughts on Lockouts and Default Prepayment
January 28, 2020Related Practice(s): Real Estate
read more »
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
read more »
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
read more »
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
read more »
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 Industry, 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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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, 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 Industry, 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 partner Gregg Jubin provides 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, 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, 2019read more »
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, 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 Industry, White Collar Defense and Investigations
Related Office(s): Washington
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Cadwalader’s Wesley Misson Co-Authors Fund Finance Market Review in the International Comparative Legal Guide to Lending and Secured Finance 2019
Apr. 12, 2019GLG's International Comparative Legal Guide
Cadwalader Finance Group co-chair and Head of U.S. Find Finance Wesley Mission co-authored the chapter “The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Forecasts” in the International Comparative Legal Guide to Lending and Secured Finance 2019.
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): Charlotte
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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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Cadwalader’s Wesley Misson Co-Authors Chapter in Fund Finance 2019
Mar 15, 2019Fund Finance 2019
Cadwalader Finance Group co-chair and Head of U.S. Fund Finance Wesley Mission co-authored the chapter “Lending to Separately Managed Accounts” in Fund Finance 2019, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): Charlotte
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Cadwalader’s Brian Foster, Samantha Hutchinson Co-Author Chapter in Fund Finance 2019
Mar 15, 2019Fund Finance 2019
Cadwalader partners Brian Foster and Samantha Hutchinson are co-authors of “The Rise of Private Equity Secondaries Financings.” a chapter in the recently released Fund Finance 2019, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): London, New York
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Cadwalader’s Samantha Hutchinson and Mathan Navaratnam Co-Author Chapter in Fund Finance 2019
Mar 15, 2019Fund Finance 2019
Cadwalader partner Samantha Hutchinson and associate Mathan Navaratnam are co-authors of the England & Wales chapter in the recently released Fund Finance 2019, a comprehensive guide to the fund finance market published by Global Legal Insights.
Related Practice(s): Fund Finance, Securitization & Asset Based Finance
Related Office(s): London
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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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