Client Alerts & Publications
- Chapman InsightsMunicipalities in Distress? How States and Investors Deal with Local Government Financial Emergencies
The second edition of Chapman's book is a valuable resource for municipal debt marketplace participants, including state and local government officials, municipal credit analysts, credit enhancers, investors, legislators, and administrators.
- Client AlertSeptember 27, 2016
Municipal Securities Rulemaking Board Rule G-15(f) prohibits a broker, dealer or municipal securities dealer from effecting a customer transaction in municipal securities in an amount lower than the minimum denomination of the issue stated in offering documents, subject to two current exceptions.
- Chapman InsightsSeptember 26, 2016
This update includes:
- Potential Penalties for False Claims Act Violations Continue to Rise
- Medicaid Fraud Control Unit FY 2015 Annual Report Highlights Criminal and Civil Fraud Recoveries; Civil Settlements, Judgments and Recovery Amounts Have Decreased
- OIG Data Brief Indicating Escalating Medicare Billings for Home Respiratory Ventilators May Result in Targeted Program Integrity Efforts
- Comment Period for New Bundled Payment Models Closing October 3rd
- ArticleSeptember 2016
The services agreements under which midstream oil and gas companies operate are routinely structured as long-term contracts requiring a large initial expenditure. In these cases, the midstream service providers’ investment is only recouped over the life of the agreement, and early termination or rejection of such agreements can be devastating.
- Client AlertSeptember 22, 2016
On September 20, 2016, 21 states filed a suit to block the Department of Labor’s rule for “white collar” overtime exemptions from going into effect. The four‑count complaint pending in the Eastern District of Texas seeks a declaratory judgment that would prohibit the rule from going into effect, or at least prohibit the rule from applying to the states.
- Client AlertSeptember 19, 2016
On September 8, 2016, the Ninth Circuit held in In re Tracht Gut, LLC v. L.A. Cnty. Treasurer & Tax Collector that California real estate tax sales are for reasonably equivalent value and cannot be set aside as fraudulent transfers.
- Client AlertSEC Seeks Comments on MSRB Rule Changes Requiring Bond Mark‑ups/Mark‑downs on Trade Confirmations and Guidance on “Prevailing Market Price”September 9, 2016
The Securities and Exchange Commission is seeking comments on proposed Municipal Securities Rulemaking Board rule changes that would require dealers to disclose bond mark-ups and mark-downs on retail customer trade confirmations.
- Client AlertCourt Finds Plaintiffs Failed to Demonstrate Breach of Fiduciary Duty in Excessive Fee Litigation for “Manager-of-Managers” Mutual Fund ComplexSeptember 7, 2016
On August 25, after approximately five years of litigation concluding with a 25-day bench trial, Judge Peter G. Sheridan issued the opinion of the U.S. District Court for the District of New Jersey in the first trial of a “manager-of-managers” theory of liability for breach of fiduciary duty.
- Client AlertSeptember 2, 2016
On August 22, the Internal Revenue Service released new safe harbor guidelines for determining whether a management contract results in private business use of property for purposes of the federal income tax rules relating to tax-exempt bonds.
- Client AlertAugust 31, 2016
The Securities and Exchange Commission recently approved new Financial Industry Regulatory Authority, Inc. pay‑to-play rules to regulate activities of FINRA member firms that engage in distribution or solicitation activities with government entities on behalf of investment advisers.
- Client AlertAugust 31, 2016
A recent bankruptcy court decision in the Aéropostale bankruptcy case pending in the bankruptcy court for the Southern District of New York may provide some comfort to secured creditors seeking to credit bid in a sale process commenced by a debtor pursuant to Section 363 of the U.S. Bankruptcy Code.
- Client AlertAugust 31, 2016
The Securities and Exchange Commission recently adopted changes to certain aspects of the reporting, disclosure and recordkeeping obligations of registered investment advisers including changes to Form ADV.
- Client AlertAugust 29, 2016
The Financial Industry Regulatory Authority, Inc. recently proposed amendments to its gifts, non-cash compensation and business entertainment rules.
- Client AlertAugust 29, 2016
The Securities and Exchange Commission is seeking comments on proposed Financial Industry Regulatory Authority, Inc. rule changes that would require members to disclose bond mark-ups and mark-downs on retail customer trade confirmations.
- Client AlertAugust 26, 2016
On August 24, 2016, the Securities and Exchange Commission issued cease-and-desist orders to 71 municipal issuers and obligated persons in response to voluntary self-reporting of potential misrepresentations in municipal bond offering documents regarding compliance with prior disclosure obligations under the SEC’s Municipalities Continuing Disclosure Cooperation initiative.
- ArticleMore Than a Lack of Enthusiasm Required for a Party to Violate Its “Commercially Reasonable Efforts” CovenantQ3 2016 (Originally Published July 18, 2016)
In merger and acquisition and other commercial agreements, the parties often agree to undertake “commercially reasonable efforts” in support of the transaction. In a recent case, the Delaware Chancery Court analyzed whether a prospective acquirer violated its agreement to use “commercially reasonable efforts.”
- Client AlertAugust 10, 2016
The Internal Revenue Service issued Notice 2016-10 to address foreign tax credits and regulated investment companies. The Internal Revenue Code does not provide guidance on the question of how a RIC should treat refunds of foreign tax when it has made an election to pass the foreign tax credit to its shareholders. Notice 2016-10 begins to address this question.
- Client AlertAugust 9, 2016
On June 22, President Obama signed into law the first major amendment to the Toxic Substances Control Act since its enactment forty years ago. The amendment, the Frank R. Lautenberg Chemical Safety for the 21st Century Act, is commonly referred to as “TSCA Reform.”
- Chapman InsightsAugust 8, 2016
Federal law creates an exemption from environmental liability for lenders under the federal Comprehensive Environmental Response, Compensation, and Liability Act, which provides that a party who owns or operates a facility can be held responsible for cleaning up hazardous waste at or from the facility regardless of whether that party caused or contributed to the contamination.
- Client AlertMSRB Decides Not to Pursue Proposal to Require Municipal Advisors to Disclose Bank Loans, but the Discussion Surrounding Bank Loan Disclosure is Far from OverAugust 3, 2016
On August 1, the Municipal Securities Rulemaking Board released details from its most recent quarterly meeting. Among other things, the press release from the meeting stated that the MSRB will not pursue rulemaking with regard to its concept proposal to require municipal advisors to disclose information about bank loans entered into by their municipal issuer clients.
- ArticleSpring/Summer 2016 (Originally Published April 7, 2016)
The Board of Governors of the Federal Reserve adopted a final rule to include certain U.S. municipal securities as high-quality liquid assets for purposes of the liquidity coverage ratio rule to which large banks are subject.
- ArticleJuly/August 2016
Following the implementation of Dodd-Frank's rules and regulations and the initial wave of SEC examinations of municipal advisors, management and compliance personnel are navigating through the rules while continuing to run their business and service clients.
- Corporate Governance Quarterly UpdateJuly 27, 2016 (Originally Published June 24, 2016)
“Board refreshment” is currently a hot corporate governance topic. This corporate governance update focuses on director succession planning and the critical role it plays in board refreshment.
- ArticleJuly 25, 2016 (Originally Published July 22, 2016)
A recent decision of the Maryland Court of Appeals could require marketplace lenders and others who arrange for federal or state banks to fund consumer loans to consumers residing in Maryland to obtain licenses as “credit services businesses” and could prohibit them from arranging those loans at interest rates exceeding the applicable Maryland usury caps.
- Client AlertJuly 20, 2016
On July 18, the U.S. Treasury and the Internal Revenue Service published final arbitrage regulations that contain revisions to the tax-exempt bond regulations relating to, among other things, working capital financings.
- Client AlertJuly 14, 2016
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently issued a Risk Alert announcing that they will be undertaking an examination initiative focused on the risk that registered advisers may be making conflicted recommendations to their clients.
- Client AlertBusiness Continuity and Transition Plans: New Rule Proposals for Investment Advisers and Guidance for Investment CompaniesJuly 5, 2016
The Securities and Exchange Commission recently proposed a new rule and rule amendments under the Investment Advisers Act of 1940 that would require SEC-registered investment advisers to adopt and implement written business continuity and transition plans.