- December 3-5, 2023
As a go-to firm for US CLO transactions, Chapman is a proud sponsor of Opal Group's CLO Summit 2023. Chapman attorney Pat Quill is speaking on a panel and attorneys Aaron Efta, John Hitt, Bradley Vollkommer, Sam Yoo, James Cantrell, and Cary Nadelman are attending.
Chapman partner Marc Franson is presenting at the 2023 Illinois Bankers Association (IBA) Bank Counsel Conference.
For the fourteenth year in a row, Chapman and Cutler LLP has earned a top spot among the Best Places to Work for LGBTQ+ Equality, receiving a perfect score on the Human Rights Campaign Foundation (HRC)’s Corporate Equality Index (CEI).
- November 15-17, 2023
Chapman is a proud sponsor of SFNet's 79th Annual Convention.
Chapman is a proud sponsor the American Fintech Council Policy Summit 2023. Chapman's Marc Franson, Kathryn Puls, and Tobias Moon are speaking at the conference.
Chapman partner Hillary Phelps is speaking on Issuer Disclosure Matters at the November 2023 Debt Management Best Practice conference, hosted by Government Finance Officers Association (GFOA).
Chapman's Marc Franson is speaking at the 46th Annual Illinois Credit Union League Attorneys' Conference and Compliance Symposium.
- November 2-3, 2023
Chapman's Kathryn Puls and Tobias Moon are speaking at the 2023 Fall Consumer Financial Services Conference, hosted by the Conference on Consumer Finance Law (CCFL). Marc Franson is a member of CCLF.
Chapman receives Diversity & Flexibility Alliance Flex Impact Award honoring impactful and flexible workplace initiatives.
- October 23-25, 2023
As a go-to firm for asset securitization and structured finance, Chapman is a proud sponsor of the 29th Annual ABS East Conference hosted by Information Management Network (IMN).
Chapman's quarterly Regulatory Update contains an overview of the latest regulatory actions, market happenings, and litigation and enforcement activity in the investment management space.
- October 19-20, 2023
Chapman partner Philip Edison is speaking on a panel at the conference.
- October 18-20, 2023
Chapman is a proud sponsor of the 2023 TALHFA Annual Conference. A group of Chapman attorneys are attending and speaking at the conference.
- October 18-20, 2023
Chapman is a proud sponsor of the National Association of Bond Lawyers (NABL) The Workshop 2023, where partner partner Juliet Huang is serving as the Conference Chair.
Chapman partner, Charles C. Calloway, Jr., has been named to Crain’s Chicago Business 40 Under 40 Class of 2023.
Chapman proudly participates in the Diversity Lab Mansfield Rule program designed to broaden talent pools for leadership in the legal profession. Achieving Mansfield Certified Plus status indicates that Chapman has not only taken steps to increase inclusivity in leadership, but also has successfully achieved measured progress in a notable number of the firm’s current leadership roles. Only half of the Certified firms achieved ”Plus” status this year.
Chapman is a proud sponsor of the Private Placements Global Forum Europe 2023, where partner Vince Pelleriti will be serving as the conference co-chair and speaking, and partners Charles C. Calloway, Jr., Michael Harrison, Amy Olshansky, and Tony Yager will be attending.
Chapman senior counsel, Caitlin Harrington, will be attending the Fund Finance Association US University 2.0.
- October 4-5, 2023
Chapman is a proud sponsor of the 4th Annual ETFGI Global ETFs Insights Summit. Chapman's Barry Pershkow and Morrison Warren will be participating in panel discussions at the conference.
- October 1-4, 2023
Chapman is a proud sponsor of the 2023 AFSA Annual Meeting.
- September 26-27, 2023
Chapman is a proud sponsor of the Institutional Limited Partners Association's Private Equity Legal Conference.
- September 22-23, 2023
Chapman is a proud sponsor of the 2023 26th Annual WPF Annual Conference. Chapman partners Latrice Baptiste, Katherine Gale, who also serves as the WPF Midwest Chapter Board member, Nora O'Brien, and Carol Thompson are attending the conference.
Chapman is a proud member of the Secured Finance Network (SFNet). Our feature within The Secured Lender’s Great Places to Work 2023 issue highlights Chapman's efforts to be a leader in the finance industry and promote careers in law and finance.
Chapman is a proud sponsor of DealCatalyst's SLF: US 2023. Chapman partner, Kellie Merkel, is moderating a panel.
- Loans Are Not Securities — Widely Accepted Premise Underpinning the Syndicated Loan Market Reconfirmed
The Second Circuit Court of Appeals recently issued an eagerly awaited decision in Kirschner v. JP Morgan Chase Bank, N.A., which reconfirmed the widely accepted view that loans are not securities under federal or state securities laws.
- SEC Adopts Rules to Enhance Private Fund Disclosures and Limit Certain Private Fund Adviser Activities
On August 23, 2023, the Securities and Exchange Commission (the “Commission”) voted 3 to 2 to adopt new and amended rules under the Investment Advisers Act of 1940 (the “Advisers Act”) requiring advisers to private funds to provide additional disclosures to investors in such funds, restrict certain types of preferential treatment to investors, and impose new requirements related to fund audits, books and records, and adviser-led secondary transactions.
On July 27, 2023, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency issued a joint Notice of Proposed Rulemaking (the “NPR”) proposing significant changes to the US bank capital regulations. The NPR proposes several changes to the regulations for determining required capital for bank securitization exposures and additional changes that will impact securitization exposure capital charges. While the proposed changes impact banks originating both traditional and synthetic securitization of their own assets, and securitization exposures in the form of derivatives, and provide a new method for determining the risk weights of exposures to Non-performing Loan (“NPL”) securitizations, this Client Alert focuses on the impact of the proposed rules on banks investing in securitization transactions (other than NPL securitizations), both by buying asset-backed securities with the intent to hold such securities and by providing financing of securitizations by making loans or entering into asset purchase facilities, either directly or through credit and liquidity facilities provided to asset-backed commercial paper (“ABCP”) conduits.
Chapman welcomes partner Peter Morreale to our Asset Securitization Department. Peter represents issuers, underwriters, servicers, and other entities in connection with asset finance transactions, bank loans, public and private agency and non‐agency MBS and ABS offerings, CLOs, CDOs, private equity transactions, structured finance transactions and purchases, sales and financings of various types of financial assets, and related servicing arrangements.
Law firms can enhance their commitment to pro bono work by finding small ways to increase participation throughout their workforce.
Chapman's quarterly Regulatory Update contains an overview of the latest regulatory actions, market happenings, and litigation and enforcement activity in the investment management space.
Chapman is a proud sponsor of the American India Foundation's (AIF) 2023 New York Gala. Chapman's New York office attorneys will be attending.
One of the most innovative features of the energy tax credit provisions of the Inflation Reduction Act (the “IRA”), which became law on August 16, 2022, is a pair of provisions that allow taxpayers to sell energy tax credits to a third party for cash (Section 6418) or to elect to receive a cash payment of the tax credit directly from the federal government (Section 6417).1 Since the IRA was enacted, taxpayers, tax-exempt organizations, governmental entities, and their advisors have been counting the days for the IRS to provide guidance on how to apply these monetization provisions, which are expected to be a game-changer in the U.S. market for investment into green energy technologies.
The IRS released a major package of temporary and proposed regulations on these provisions on June 14, 2023.
Chapman partners Michael Friedman and Eric Silvestri, and associate Helena Honig discuss a recent decision of the US Bankruptcy Court for the Southern District of New York in an article published in the June 2023 issue of Israel Desks Magazine.
Chapman partner Marc Franson will be speaking on a panel for the American Fintech Council (AFC) Webinar.
On June 5, 2023, the Governor of Colorado signed into law House Bill 23-1229 which contains a purported “opt out” of federal preemption made available to state chartered, FDIC insured institutions. It appears aimed at least in part to online lenders making loans to Colorado residents. Whether this action will trigger additional states to attempt a similar move or whether this legislation is even valid will likely end up in litigation, teeing up another potential battle on federal preemption vs. states rights and likely leaving Colorado borrowers in limbo for some time to come. Of note, this law does not become effective until July 1, 2024.
- June 6-7, 2023
Chapman is a proud sponsor of PACENation Summit 2023. Chapman attorneys Hillary Phelps, David Sykes, Larry White, and Seema Patel will be attending the summit.
The International Comparative Legal Guide - Securitisation 2023, now in its sixteenth edition, is a leading legal text spanning the global securitization market, providing insights into the US and EU CLO market, cross-border trade receivables, taxation, and other topical issues and jurisdictions. Chapman partners David Nirenberg and Steven Kopp, recognized authorities on the tax treatment of US securitization transactions, co-authored the chapter entitled, "U.S. Withholding on Asset-Backed and Structured Securities."
Chapman has been recognized for the 15th year by Seramount for the firm’s women-focused programs, policies, and best practices.
- May 23-24, 2023
Chapman is a proud sponsor Proximo Financing America's Infrastructure 2023 Conference. Chapman partner Joe Saverino is speaking on a panel at the conference.
- May 17-19, 2023
Chapman partner Doug Bird will be speaking on a panel at the CalCCA Annual Conference.
- May 16-17, 2023
Chapman's Patrick Quill, Bradley Vollkommer, Sam Yoo, and Cary Nadelman will be attending DealCatalyst and LSTA's Annual CLO Industry Conference.
Chapman attorneys Nicole Krol, Jennifer Tedjeske, and Caitlin Harrington will be attending the Women in Fund Finance US: Inaugural Chicago Panel and Networking Event.
- May 10-12, 2023
Chapman is a proud sponsor of the 2023 Annual AGLF Conference. Chapman partners Juliet Huang and Heath Martin will be speaking at the conference.
- May 10-11, 2023
Chapman is a proud sponsor of Fintech Nexus USA and we are excited to be back in the exhibit hall this year! Partner Marc Franson will be sharing his insights on a panel and Chapman attorneys Aaron Efta, Tobias Moon, Kathryn Puls, Judy Chen, Amanda Delaney, and Stacey Kim will be attending the conference.
Chapman's Hillary Phelps is speaking on a panel at the Municipal Securities Disclosure Conference, hosted by the SEC.
The 2023 update of Chapman's marketplace lending guide discusses developments affecting the marketplace lending industry.
Legally Israel 100 ranks Chapman among the Top 10 Israel Practices in Capital Markets and Real Estate for Israeli financial institutions and investors in the US.
- May 7-10, 2023
Tobias Moon is speaking on the panel, "FinTech and Innovative Loan Products" on May 10 at the Mortgage Bankers Association Legal and Regulatory Compliance Conference 2023. Marc Franson and Tobias Moon are members of Mortgage Bankers Association.
- May 3-5, 2023
Chapman is a proud sponsor of The Gas Authority’s Annual Membership Meeting. Chapman partner Doug Bird is attending.
- May 1-4, 2023
Chapman is a proud sponsor of Broadband Communities Summit 2023. Chapman's Hillary Phelps, Larry White, and Seema Patel will be participating in panel discussions at the conference.
- May 3-6, 2023
Chapman is sponsoring and attorneys Ryan Bowen, Nora O'Brien, and Rachael Jensen are attending NALFHA's 2023 Annual Conference.
- April 27-28, 2023
Chapman Partners Amy Olshanksy and Michael Harrison are speaking on and Charles C. Calloway, Jr. is moderating a panel at the 2023 ACIC Spring Investment Forum.
- April 27-28, 2023
Chapman is a proud sponsor of the DealCatalyst and LSTA's 2nd Annual Middle Market Finance & Direct Lending Conference. Chapman attorneys Nate Odem, Greg Klamrzynski and Nick Whitney are attending.
- April 27-28, 2023
Chapman is a proud sponsor of the Utah Association of Counties (UAC) Legislative Management Conference. Chapman partner Ryan Bjerke will be attending the conference.
Chapman proudly participates in Financial Institution Pro Bono Day where we sponsor events in collaboration with our legal services partners and clients to help those in need.
Chapman is a proud sponsor of The Acting Company's Reimagined Renaissance Gala.
- April 24-25, 2023
Chapman is a proud sponsor of the Utah Association of School Business Officials Annual Conference. Chapman partner Ryan Bjerke will be attending the conference.
- April 19-21, 2023
Chapman is a proud sponsor of the Utah League of Cities and Towns (ULCT) 2023 Midyear Conference. Chapman partner Ryan Bjerke will be attending the conference.
This Alert discusses the recent Delaware cases related to the duty of oversight and the recent decision of the Delaware Chancery court in a shareholders derivative lawsuit brought by the shareholders of McDonalds.
- April 16-18, 2023
Chapman attorney Nancy Burke is attending and Chapman is sponsoring the 2023 NAHEFFA Spring Conference.
The Puerto Rico Electric Power Authority (“PREPA”) has been in debt adjustment proceedings since 2017 under the Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”), which was signed into law in 2016.
- March 28-29, 2023
Chapman's Seema Ganatra Patel is speaking on a panel at Connected America 2023. Chapman partners Hillary Phelps and Larry White are attending.
- US-Israel Legal Review 2022
Michael Friedman, Chapman's Israel practice head and practice leader for the firm's Special Situations and Restructuring Group, and associate Helena Honig, authored an article for the US-Israel Legal Review 2022, published by Israel Desks.
On March 15, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a series of proposals designed to improve firms’ preparedness and responses to cyber incidents. The proposals, which would impact many of the financial services industry participants regulated by the SEC, generally require that firms establish policies and procedures to better prevent and detect cyber incidents and disclose certain cyber incidents to clients and the SEC within specified time periods.
On January 25, 2023, the U.S. Securities and Exchange Commission (“SEC”) issued a proposed rule to prevent and avoid material conflicts of interest in certain securitization transactions. The rule would prohibit securitization participants from engaging in certain transactions that could incentivize structuring an asset-backed securities (“ABS”) transaction in a way that would put the securitization participant’s interests ahead of the interests of the ABS investors.
On March 14, 2023, an announcement from the CEO of the newly-created, full-service FDIC-operated Bridge Bank was posted on the Silicon Valley Bank website indicating that the Bridge Bank has “fully stepped into the shoes of the former Silicon Valley Bank.”
On Monday, March 13, 2023, the Federal Deposit Insurance Corporation transferred all deposits—both insured and uninsured—and substantially all assets of the former Silicon Valley Bank to Silicon Valley Bank, N.A, a newly created, full-service FDIC-operated ‘bridge bank’. The FDIC has not stated whether the bridge bank has assumed funding obligations under the former Silicon Valley Bank’s unfunded loan commitments.
Included in this Frequently Asked Questions are some general observations on the Federal Deposit Insurance Corporation (“FDIC”) receivership process for Silicon Valley Bank (“SVB”). The specifics of the receivership process are uncertain at this early stage and, hopefully, more guidance with respect to the issues discussed below will be provided by the FDIC over the next few days.
Chapman is pleased to announce that Dan Flores, Tim Wheeler, Alex Kress, and Michael Samuels have joined the firm from Wilson Elser, further expanding Chapman’s litigation, bankruptcy, and restructuring teams in New York.
- March 9-10, 2023
Chapman's Hillary Phelps is serving as Chair of the National Association of Bond Lawyers (NABL) U Presents The Institute.
Chapman is a proud sponsor of the 22nd Annual IMN/ELFA Investors Conference. Chapman attorneys Aaron Efta, Demetrio Festa, Craig Fishman, Melanie Gnazzo, John Hitt, and Tom Howard are attending.
On February 13, 2023, the IRS released Notices 2023-17 and 2023-18, which provide guidance on energy incentive tax credit provisions that were amended by the Inflation Reduction Act of 2022 (the "IRA"). Taxpayers and their advisors have been eagerly awaiting guidance on many aspects of the IRA's changes. The guidance in Notices 2023-17 and 2023-18, however, does not cover many of the most pressing issues regarding the new tax credit rules, such as the details of how to obtain a refund of tax credits under the new “direct pay” provision and how to comply with the prevailing wage and apprenticeship requirements. The IRS has stated that it will issue additional guidance on the IRA's changes to existing tax credit provisions in the future.
- U.S. Supreme Court Takes Up, Then Passes on, the Opportunity to Clarify Attorney-Client Privilege for Dual-Purpose Communications
The U.S. Supreme Court recently took up In re Grand Jury, No. 21-1397, from the U.S. Court of Appeals for the Ninth Circuit to address a common, recurring, and sometimes vexing question as to attorney-client privilege: how to apply the privilege to communications with counsel that contain both legal and non-legal advice? This is a particularly important question for corporate in-house counsel who, as the courts often say, “wear two hats,” providing both legal and business or policy advice to their employers.
On February 22, 2023, the New York Stock Exchange (“NYSE”) proposed the adoption of new listing standards contained in the Corporate Governance section of the NYSE Listed Company Manual (the “Manual”). New Section 303A.14 would “require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers.”
- February 26 - March 1, 2023
Chapman is a proud sponsor of SFVegas 2023, the largest gathering of structured finance professionals in the world, presented by the Structured Finance Association (SFA).
On February 15, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted rule changes to Exchange Act Rule 15c6-1, shortening the standard settlement cycle for most broker-dealer transactions in securities from two business days after the trade date (T+2) to one day (T+1).
- SEC Proposes Expansion of Investment Adviser Custody Rule – Digital Assets Would Be Required to Be Held by a “Qualified Custodian”
On February 15, 2023, by a vote of 4 to 1 with only Commissioner Peirce voting no, the U.S. Securities and Exchange Commission proposed to amend the content of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Advisers Act”), known as the Custody Rule, and redesignate it as Rule 223-1 under the Advisers Act, now known as the Safeguarding Rule. If adopted, the proposal would, among other things, expand the coverage of the Advisers Act’s custody provisions beyond “client funds and securities” to include any client assets of which an adviser has custody, a change that would bring within the rule’s coverage all digital assets, including non-securities such as commodities. Such a change would impose a requirement on many investment advisers that hold client assets to place those assets with a “qualified custodian,” despite a current lack of widespread availability of such service providers for many digital assets.
- February 8-10, 2023
Chapman is a proud sponsor of the Fund Finance Association (FFA) 12th Annual Global Fund Finance Symposium.
Chapman’s Pro Bono Counsel Sara Ghadiri is a passionate advocate for people who cannot use their voice in the American legal system.
- New York State Department of Financial Services Adopts Updated Regulations for Disclosure Requirements for Commercial Financings
The much anticipated updated regulations for disclosure requirements for commercial financing in New York have been adopted by the New York Department of Financial Services ("NYDFS").
- January 31 - February 3, 2023
Chapman is a proud sponsor of the 2023 Turnaround Management Association (TMA) Distressed Investing Conference.
Sara Ghadiri was interviewed by HIAS about the firm’s work to support the Afghan Asylum Pro Se+ Project.
This Chapman Insights article is part of our ongoing series on Real Estate Investment Trust (REIT) financings.
Chapman is honored to be named an ABA Free Legal Answers Pro Bono Leader for the 5th year in a row! Our Pro Bono Counsel Sara Ghadiri was also honored as a Pro Bono Leader for her individual contributions. Together with clients and legal industry colleagues, we are proud to support this critical program providing access to legal knowledge and resources for low-income people across the country.
- January 2023 (Originally Published August 23, 2022)Pratt's Journal of Bankruptcy Law
Pratt's Journal of Bankruptcy Law republished a Chapman Client Alert.
At a time when the digital asset market is badly in need of good news, the International Swaps and Derivatives Association (ISDA) has delivered the long-awaited ISDA Digital Asset Derivatives Definitions (the “Definitions”).
- 2023 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights ConferenceJanuary 26-27, 2023
Chapman attorneys Kent Floros, Kyle Harding, and Anjali Vij are speaking at the 2023 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights Conference.
- January 23-26, 2023
Chapman is a proud sponsor of the 2023 Private Placements Industry Forum (PPIF) attended by Chapman's Corporate Finance Department attorneys.
Travis King, a 3L at Chicago-Kent College of Law, is the recipient of the fifth annual Chapman and Cutler LLP Maynard H. Jackson Jr. Diversity Scholarship.
Juan Arciniegas focuses his practice on transactional, regulatory, and compliance matters associated with a broad range of derivatives and structured finance transactions.
- January 16-17, 2023
Chapman attorney Paul Carman chaired a panel discussion at the 12th Annual London Finance and Capital Markets Conference.
This Chapman Insights article is the first in a series on Real Estate Investment Trust (REIT) financings and focuses on collateral structures. A REIT may incur indebtedness for a variety of purposes, including to smooth out cash flow, as a bridge to an additional capital raise, and/or to leverage its assets for the purpose of acquiring additional assets. While there are many different forms this indebtedness can take — from bank debt to bond issuances — this article highlights considerations when the debt incurred is from a bank or bank group.
Chapman is pleased to announce that on January 1, 2023, Kelley Bender succeeded Bill Libit as Chapman’s Chief Operating Partner (COP).
Chapman and Cutler LLP mourns the loss of colleague and pioneer and legend in the investment management community, Kathleen H. Moriarty.
The Inflation Reduction Act (the “IRA”), which became law in August 2022, provides one of the most significant packages of renewable energy incentives in recent history. Most of the renewable energy provisions take the form of extended and expanded tax credits, which apply to investments in solar, wind, geothermal and other nontraditional energy resources. One tax credit provision of the IRA that will be of interest to ordinary consumers are the changes to the tax credit for taxpayers who purchase an electric vehicle (the “EV tax credit”).
The Inflation Reduction Act (the "IRA") is being hailed as one of the most significant legislative actions in recent history intended to incentivize investment in renewable energy technologies. The IRA generally achieves this through the extension and broadening of existing tax credit provisions that apply to investments in clean energy technologies such as solar, wind and geothermal. Since the IRA became law in August 2022, taxpayers have been eagerly awaiting regulations and other guidance on how to apply the new provisions and how to claim the tax credits. On November 30, 2022, the IRS issued the first item of guidance on these provisions in the form of IRS Notice 2022-61 (the "Notice").
- December 4 - 6, 2022
Chapman is a proud sponsor of the Opal Group's CLO Summit 2022. Chapman attorneys Aaron Efta, James Cantrell, Chris McGovern, Pat Quill, Bradley Vollkommer, and Sam Yoo are attending.
Chapman's Marc Franson is presenting at the Illinois Bankers Association Bank Counsel Conference.
Chapman and Cutler LLP is proud to announce that the firm’s Chicago office has been certified LEED Gold by the U.S. Green Building Council (USGBC).
Chapman served as underwriter's counsel in a first-of-its-kind limited public offering for commercial and residential broadband expansion in Montana.
The NAIC’s multi-year process of modifying its accounting rules to confirm which debt instruments qualify as bonds for regulatory accounting purposes is of interest to insurance companies that use rated notes issued by feeder funds to facilitate their investments in private credit funds. This Chapman Insights article addresses the scope and current status of those modifications and the impact of those modifications on such rated notes.
The Inflation Reduction Act (the “IRA”), which became law on August 16, 2022, includes only a handful of tax provisions. Though few in number, the new provisions are expected to have a major impact on taxpayers. The corporate minimum income tax and excise tax on stock buybacks are both entirely new tax regimes implemented under the IRA. In addition, the IRA has introduced major changes to the investment tax credit (the “ITC”) and the production tax credit (“PTC”), which are intended to encourage investment in renewable energy projects, such as solar and wind projects.
- November 21-23, 2022
Chapman attorneys Seema G. Patel and Lawrence White will be attending the 2022 IACO Fall Conference on November 21-23, 2022.
Chapman attorney Marc Franson is presenting at the Chicagoland Compliance Association's Annual Conference.
Chapman attorney Larry Halperin is speaking at a webinar hosted by the Turnaround Management Association's New York City Chapter.
- November 15 - 16, 2022
Chapman attorney Barry Pershkow spoke at the ETFGI Global ETFs Insights Summit.
- November 15-17, 2022
Chapman partner Ryan Bowen spoke at the NALHFA 2022 Fall Educational Conference.
- November 14-16, 2022
Chapman attorneys Ryan Bowen and Rachel Jensen will be attending AHF Live 2022 on November 14-16, 2022.
Chapman Partner Kristin Parker is speaking on a panel at the The Future of Municipal Finance Conference Series presented by the Harris School of Public Policy at the University of Chicago.
Chapman Senior Counsel Justin Greatoux will be attending the 28th Annual Refinitiv LPC
Middle Market, Direct Lending & Large Corporate Loans Conference on November 2, 2022.
- Fifth Circuit Hands Holders of Bankrupt Ultra Petroleum Unsecured Bonds a Major Make-Whole Victory While Gutting Make-Whole Entitlements in Louisiana, Mississippi and Texas, Ending Years of Speculation and Legal Wrangling
The success of Ultra Petroleum bondholders’ make-whole claims is grounded in the unusual circumstance of a solvent debtor, with the Fifth Circuit unambiguously holding that make-whole entitlements in non-solvent-debtor cases must be disallowed.
Chapman attorney Joon Hong is presenting at the 2022 IAKL Annual Conference.
- October 25-26, 2022
Chapman Partner Kristin Parker will be attending the Institutional Investor Forums' ESG and Sustainable Returns Forum on October 25-26, 2022.
- Chapman Achieves Mansfield Rule 5.0 Certification Plus in Recognition of Diversity, Equity, and Inclusion Efforts
In addition to meeting or exceeding baseline certification requirements, Chapman has successfully achieved at least 30% underrepresented lawyer representation in a notable number of the firm’s current leadership roles. Firms participating in Mansfield 5.0 were also asked, for the first time, to consider at least 30% underrepresented individuals when hiring and promoting to C-level or other senior-level professional staff roles.
- October 17-19, 2022
Chapman is a proud sponsor of The 28th Annual ABS East Conference presented by IMN.
- October 13-15, 2022
Chapman's Marc Franson is speaking at the 45th Annual Attorneys' Conference & Compliance Symposium.
- October 13-14, 2022
Chapman's Cari Grieb is moderating a panel and Kristi Osentoski is attending the 14th Annual Investment and M&A Opportunities in Health Care hosted by iiBIG.
Chapman's Seema Ganatra Patel is speaking at the 2022 Illinois GOFA Debt Institute.
- October 12-14, 2022
Chapman attorney Juliet Huang will serve as First Vice Chair of The Workshop: Hybrid 2022, hosted by the National Association of Bond Lawyers (NABL). Chapman attorneys Sarah Breitmeyer, Nancy Burke, Michael Cavino, Brent Feller, and Katherine Gale, and Steven Washington will be speaking at the event. Sarah is serving as Chair of the panel discussion entitled, “Arbitrage and Rebate: Can I Earn It? Can I Keep It?”; Nancy will participate in a panel discussion entitled "Health Care Facilities—Non-Tax Matters"; Michael will participate in a panel discussion entitled "LIBOR Phase-Out Update" ; Brent will participate in a panel discussion entitled "Tax Concepts in Bank Direct Purchase and Bank Qualification" ; Katherine will participate in a panel discussion entitled “Bank Direct Purchase—General Considerations (Non-Tax)" ; and Steven will participate in a panel discussion entitled “Diversity, Equity and Inclusion: What is Implicit Bias? Its Effects on the Practice of Law and Practical Solutions”.
- October 5-7, 2022
Chapman is a proud sponsor of the 2022 TALHFA Conference. Ryan Bowen is participating on two panel discussions and Nora O'Brien is attending.
- October 5-7, 2022
Chapman attorney Ryan Bjerke is attending and Chapman is sponsoring the 2022 Utah League of Cities and Towns Annual Convention
Chapman is sponsoring the Private Placements Global Forum Europe 2022, Chapman Partner Vince Pelleriti is serving as Co-Chair.
Charles C. Calloway, Jr., a partner in Chapman’s Corporate Finance Department, has joined the Board of Trustees of the American College of Investment Counsel (ACIC).
- September 21-23, 2022
Chapman is proud to be a Program Affiliate Sponsor of the 42nd Ray Garrett Jr. Corporate & Securities Law Institute and 61st Corporate Counsel Institute.
Chapman partner Tobias Moon spoke at Mortgage Bankers Association's 2022 Regulatory Compliance Conference.
- September 18-20, 2022
Chapman's Seema Ganatra Patel is moderating the panel, "ESG – Growing Importance and Focus" at the 2022 Illinois GOFA Annual Conference.
- Chamber of Digital Commerce releases report: The Crypto Conundrum: Why Won’t the SEC Approve a Bitcoin ETF?
Chapman represented the Chamber of Digital Commerce in connection with its “Spot Bitcoin ETF Initiative” which set out to gain a deep understanding of the industry’s experience in pursuit of a registered Spot Bitcoin ETF and provide insight into the most realistic avenues for ultimately getting the SEC to approve this widely anticipated investment product.
- Israel Desks
- SEC Charges the City of Rochester and Its Former Finance Director, the Former Chief Financial Officer of the Rochester City School District, and a Municipal Advisory Firm and Its Two Co-Principals with Fraud in Connection with a Bond Offering
On June 14, 2022, the Securities and Exchange Commission charged the City of Rochester, New York, Rosiland Brooks-Harris, the former finance director of the City, Everton Sewell, the former chief financial officer of the Rochester City School District, and Capital Markets Advisors and its principal Richard Ganci with fraud in connection with the 2019 sale of $119 million in municipal bonds.
The Securities and Exchange Commission is taking significant steps to combat “greenwashing,” which occurs when a company conveys false or misleading information to overstate its environmental or sustainability practices, as well as other activities the SEC perceives to be potentially misleading to investors with respect to a company’s ESG efforts.
- July 17-July 20, 2022
Chapman is a proud sponsor of SFVegas 2022, the largest gathering of structured finance professionals in the world, presented by the Structured Finance Association (SFA).
- Delaware Supreme Court Holds Transfer of Assets by Insolvent Company to its Creditors Required Shareholder Vote; Leaves Open Question of Statutory Requirements
In an opinion issued on June 15, 2022, the Delaware Supreme Court reversed a decision by the Chancery Court and found that a transfer by an insolvent corporation of substantially all of its assets to a newly created entity (“SeeCubic”) controlled by its secured creditors, in full satisfaction of its debts, violated the corporation’s charter.
- Congress Acts to Preserve the Increased Debt Eligibility Threshold of the Small Business Reorganization Act of 2019April 7, 2020 (Updated June 28, 2022)
On February 19, 2020, the Small Business Reorganization Act came into effect and Debtors with aggregate liabilities that do not exceed $2,566,050 were provided an opportunity to resolve their outstanding liabilities. But even before the SBRA could see its first successes (or failures), the Coronavirus Aid, Relieve and Economic Security Act of 2020 increased a small business’s debt threshold to $7.5 million.
This is the 14th year Chapman has been recognized by Seramount (formerly Working Mother Media) for the firm’s women-focused programs, policies, and best practices.
- June 16-18, 2022
Chapman Partner Charles C. Calloway, Jr. is attending the ESPN Black Sports Business Symposium at Mercedes-Benz Stadium in Atlanta, GA.
- SEC Charges Louisiana Town, Its Former Mayor, and Unregistered Municipal Advisor with Fraud in Connection with Two Privately-Placed Bond Issues
On June 2, 2022, the Securities and Exchange Commission charged the Town of Sterlington, Louisiana, its former mayor, Vern A. Breland, the town’s unregistered municipal advisor, Twin Spires Financial LLC and its owner, Aaron B. Fletcher with fraud in connection with the sale of $5.8 million in municipal bonds in two offerings in 2017 and 2018.
- June 15-16, 2022
Chapman is sponsoring SFNet's Women in Secured Finance 2022.
- June 13-14, 2022
Chapman's Tim Mohan, Michael Nogroski, John Sterling, and Eric Wood are presenting a case study titled, "Business Intelligence Responses to the COVID-19 Pandemic," at ARK Group's 11th Annual Business Intelligence & Analytics in the Legal Profession.
Chapman is proud to support the Association House at their annual Faces of Hope Gala. Chapman’s Jennifer Tedjeske serves on the Association House Board of Directors.
- May 25-26, 2022
Chapman is sponsoring this year’s LendIt Fintech 2022. Chapman's Aaron Efta, Marc Franson, Tobias Moon, Orion Mountainspring, Matt Stone, Amanda Delaney and Kathryn Puls are attending.
Michael Friedman, Aaron Krieger and Helena Honig are attending The Harvey R. Miller & Leonard M. Rosen Annual Restructuring Event.
- May 24-25, 2022
Chapman Partner Joe Saverino will be attending the Proximo Financing America's Infrastructure Conference from May 24-25, 2022.
- May 23-25, 2022
Chapman Partner Kristin Parker is speaking on the panel, "Investment Section Breakout: ESG and the life Insurance Industry - Challenges and Opportunities," on Monday, May 23rd at The Association of Life Insurance Counsel Annual Meeting 2022.
- May 22-25, 2022
Tobias Moon is speaking on the panel, "Drivers of Innovation: Purchase Market Challenges" on May 25 at the Mortgage Bankers Association Legal and Regulatory Compliance Conference 2022. Marc Franson and Tobias Moon are members of Mortgage Bankers Association.
The Delaware Supreme Court is currently considering an appeal of a series of decisions by the Court of Chancery which held that a vote of a majority of shareholders is not required for an insolvent company to transfer its assets to its secured creditors.
- May 19-20, 2022
Chapman's Kathryn Puls and Tobias Moon are speaking at the Conference on Consumer Finance Law 2022. Marc Franson is a member of CCLF.
- May 11-13, 2022
We've moved! Same building, different floor. Our new office suite is designed to accommodate a hybrid in-person and virtual working environment.
- May 2022Journal of Corporate Renewal
This article in the Journal of Corporate Renewal, authored by Chapman Partner Scott A. Lewis, outlines the legal developments stemming from Puerto Rico's economic crisis.
Legally Israel 100 ranks Chapman among the Top 10 Israel Practices in Capital Markets and Real Estate for Israeli financial institutions and investors in the US.
Chapman is proud to celebrate our Charlotte office milestone! On May 8, 2017, we opened the office with a core group of founding attorney members.
- May 2-4, 2022
Chapman is sponsoring the 2022 AGLF Annual Conference. Chapman Partner Juliet Huang is the Vice President of the AGLF Board of Directors.
- April 24-27, 2022
Chapman is sponsoring NALFHA's 2022 Annual Conference.
- April 24-26, 2022
Chapman is sponsoring the 2022 NAHEFFA Spring Conference.
- April 20-22, 2022
Chapman is a sponsor of the Utah League of Cities and Towns Mid-Year Conference.
- April 11-14, 2022
Chapman's Kathleen Moriarty and Morrison Warren are speaking at Exchange: An ETF Experience, which is sponsored by Chapman.
As interested parties look for more direction on Environmental, Social and Governance (“ESG”) matters, the Loan Syndication and Trading Association (“LSTA”) recently issued new Guidance for Green, Social, and Sustainability-Linked Loans External Reviews (“External Review Guidance”) and Guidance on Social Loan Principles (“Social Loan Principle Guidance”). A summary of this guidance is below.
- April 7-8, 2022
Chapman Partner Charles C. Calloway, Jr. is a Co-Chair of the 2022 ACIC Spring Investment Forum and Clara Pauw is speaking on the panel, “A Whole New Market? Market Update,” on April 7 at 8:45 am CT.
At the urging of investors and in accordance with the Biden Administration’s climate agenda, the United States Securities and Exchange Commission (“SEC”) yesterday issued long-awaited new proposed rules to increase climate-related disclosures. The Enhancement and Standardization of Climate-Related Disclosures for Investors (the “Proposed Rule”), if finalized, would amend the SEC’s rules under the Securities Act of 1933 and Securities Act of 1934 to require that registrants provide robust climate related information in their registration statements and annual reports. The rule would apply to all domestic and foreign companies required to be registered with the SEC.
On February 10, 2022, the Securities and Exchange Commission (the “SEC”) proposed amendments to certain rules and regulations under the Exchange Act of 1934, as amended (the “Exchange Act”), that govern beneficial ownership reporting (the “Proposed Amendments”).1 The SEC provided that updating these reporting requirements for modern advances in the securities market will reduce information asymmetries and promote transparency and address the timeliness of key filings. Specifically, the Proposed Amendments are aimed at, among other things: (i) shortening deadlines regarding filing of Schedule 13D and Schedule 13G; (ii) clarify how certain derivatives acquired with control intent are treated with respect to beneficial ownership reporting; and (iii) clarify when a “group” is formed for purposes of beneficial ownership reporting.
- March 3-4, 2022
Chapman's Hillary Phelps is serving as Vice Chair of the National Association of Bond Lawyers (NABL) U Presents The Institute. Chapman's Brent Feller is speaking on the panel, "Capitalizing on Financing Interest."
The Public Finance Initiative (PFI) and the National League of Cities (NLC) have launched the Bond Markets and Racial Equity Project to identify the factors in a municipal bond issuance that signal progress toward racial equity and income equality to investors and other stakeholders. Additionally, PFI and NLC will use the Project to develop resources that can be used by governmental issuers to center racial equity in municipal bond-funded infrastructure investments and to measure how social determinants of equity change over time on a uniform basis. The unprecedented Project is funded by a $4M grant from the Robert Wood Johnson Foundation. By funding the Project, the Foundation aims to help issuers leverage the municipal bond market in a meaningful way to help correct racial and economic inequities.
- Independent Directors of Distressed Companies: Considerations for Appointment to the Governing Board
The proliferation of investments in small, family-owned and mid-cap companies by private equity funds has led to changes in corporate governance provisions in the acquired companies’ organizational documents. Some private equity funds team up with existing management and take a minority position in the acquired company, while others will make an investment only if they can acquire controlling interest or 100 percent ownership of a company. In cases where a fund acquires a controlling interest in a company, it will often populate the company’s governing body with the fund’s principals or employees and the company’s chief executive. The fund may also seek to add outside directors with industry expertise to help govern the company. Where a private equity fund acquires a non-controlling interest, it will often seek to protect its investment by having consent and/or veto rights for certain significant transactions – for instance, the incurrence of debt, issuance of additional equity, and acquisition or disposition of assets. Thus, the organizational documents of a company may contain provisions restricting certain activities without the requisite consent of certain directors or equity holders.
Environmental, Social and Governance (“ESG”) investing continued to grow throughout 2021 and this growth is expected to continue into 2022 as ESG investments are estimated to surpass $41 trillion in assets under management globally by the end of the year. ESG investing occurs when investors make investment decisions based on a company’s environmental, social and governance policies and performance alongside traditional financial metrics. As investment firms, lending institutions, and individual investors are increasingly looking at ESG factors to identify material risks and growth opportunities, a number of trends are expected to emerge in the upcoming year. These include regulation of ESG disclosures, growth in green technology, renewable energy and infrastructure investments, and heightened standards associated with sustainable finance.
- February 16-18, 2022
Chapman is sponsoring the Fund Finance Association Global Symposium.
- February 9-11, 2022
Chapman is sponsoring the 2022 Turnaround Management Association (TMA) Distressed Investing Conference.
- SEC Proposes Rules to Enhance Private Fund Disclosures and Prohibit Certain Private Fund Adviser Activities
On February 9, 2022, the Securities and Exchange Commission (the “Commission”) voted 3 to 1 to propose new and amended rules under the Investment Advisers Act of 1940 (the “Advisers Act”) to require advisers to private funds to provide additional disclosures to investors in such funds, prohibit certain types of preferential treatment to investors and impose new requirements related to fund audits, books and records and adviser-led secondary transactions.
Chapman is proud to announce that Dafne Garfias, a 2L at DePaul University College of Law, is the recipient of the fourth annual Chapman and Cutler LLP Maynard H. Jackson Jr. Diversity Scholarship.
- January 31-February 3, 2022
Chapman's Tony Yager is serving as Chair of the Private Placements Industry Forum, which is sponsored by Chapman.
On January 18, 2022, Judge Laura Taylor Swain of the United States District Court for the District of Puerto Rico entered an order under PROMESA (as defined below) confirming a Plan of Adjustment (the “Plan”) of the Commonwealth of Puerto Rico (the “Commonwealth”), the Employees Retirement System of the Government of Puerto Rico (the “ERS”), and the Puerto Rico Public Buildings Authority (the “PBA”).1 The Plan’s confirmation is a major milestone for the Commonwealth and its creditors. The Commonwealth’s restructuring proceeding under Title III of PROMESA is the largest municipal restructuring in United States history.
- In Hertz, the Delaware Bankruptcy Court Provides Guidance on Make‑Whole Claims and Post-Petition Interest Payable in Solvent Debtor Cases
On December 22, 2021, in a memorandum opinion on a motion to dismiss, the Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (i) provided further guidance as to what qualifies as “voluntary” redemption of debt for purposes of make-whole claims, (ii) held that, without more, a make-whole payment is not triggered by a redemption automatically resulting from a voluntary bankruptcy filing, if the governing contract only provides for payment of such premium prior to “maturity” and (iii) determined that neither the Bankruptcy Code nor the “solvent debtor exception” requires a solvent debtor to pay an unimpaired unsecured creditor post-petition interest at the applicable contract rate, finding that payment of interest at the federal judgment rate is sufficient. The Bankruptcy Court left open whether make-whole claims could be disallowed as unmatured interest.
The Internal Revenue Service (“IRS”) has released a revised Form 8038‑CP, Return for Credit Payments to Issuers of Qualified Bonds, including new Schedule A, Specified Tax Credit Bonds Interest Limitation Computation and related instructions. The form and instructions were updated to accommodate electronic filing of Form 8038‑CP in 2022.
As originally discussed in our 2019 Action Item, the continuing, low interest rate environment has caused many insurance companies to turn to private credit funds to diversify their credit portfolios and increase their returns. Private credit funds that offer insurance companies the opportunity to participate in their funds indirectly through a rated-debt feeder fund structure provide insurance companies an opportunity to lower their risk-based capital requirements when compared with investing directly in such credit funds. As discussed in our 2021 Chapman Insights, investing in private credit funds through a rated-debt feeder structure is not without legal complexities, but many insurance companies have found those complexities to be worth the regulatory capital relief that may be available by investing through a rated-debt feeder structure.
The IRS published final LIBOR transition regulations in the Federal Register on January 4, 2022. The regulations allow modifications of debt instruments and other contracts to replace LIBOR without triggering a reissuance or deemed exchange if certain conditions are met.
- January 6-9, 2022
Chapman's Ryan Bjerke is attending the Utah School Board Association 2022 Conference.
The Public Interest Law Initiative (PILI) produced a video for PILI's 2021 Annual Awards Luncheon event featuring Chapman's Pro Bono Counsel Sara Ghadiri and Associate Gabriel Lara who discussed how PILI challenges attorneys to give back to our communities and take the initiative to innovate in legal aid with technology to serve more people.
As the nature of work is changing, so are we. Our new office space is more efficient, healthier, and designed to accommodate an agile workforce. With large conference areas and an open floor plan, Chapman Chicago is a hub for a hybrid in-person and virtual working environment that facilitates the kind of collaboration that defines our approach to client service.
- December 9-11, 2021
Chapman's Morrison Warren hosts a session at Real Vision's The Takeover: The Future of Blockchian.
Chapman’s Morrison Warren co-moderates a panel on the future of digital asset ETFs at a live event hosted by the Chamber of Digital Commerce. Chapman is a member and sponsor of the Chamber.
Chapman's Marc Franson presents a consumer banking update at the Illinois Bankers Association Bank Counsel Conference.
Chapman’s Larry White joins industry leaders at an Illinois Government Finance Officers Association (IGFOA) Virtual Roundtable discussion.
- Journal of Taxation of Financial Products
This article in the Journal of Taxation of Financial Products outlines tax-exempt municipal debt securitization transactions and associated tax issues. Chapman authors, David Nirenberg, Brent Feller, and Steven Kopp, provide an in-depth look at the primary tax issues for parties to both single-class and multiple-class tax-exempt bond securitization transactions.
Partner Charles C. Calloway, Jr. shares his experiences and insights on thriving at Chapman during a panel discussion hosted by the Black Men Lawyers' Association.
- November 17-19, 2021
Chapman attorney Sharone Levy will be speaking at the National Federation of Municipal Analysts (NFMA) Introduction to Municipal Bond Credit Analysis Webinar Series.
Chapman's Marc Franson is speaking at the 44th Annual Illinois Credit Union League Attorneys Conference.
Chapman's Larry Halperin is speaking at a Turnaround Management Association (TMA) New York City Chapter Academic Relations event, "The Restructuring of Danfurn LLC."
The Occupational Safety and Health Administration released its anticipated COVID-19 Vaccination and Testing: Emergency Temporary Standard, which will require that workers at large private sector businesses be vaccinated or undergo weekly COVID-19 testing.
- November 3-5, 2021
As a go-to firm for asset-based lending, Chapman is a proud sponsor of the Secured Finance Network’s (SFNet) 77th Annual Convention.
Chapman is proud to receive Bank of America Legal Department’s 2020-2021 Pro Bono Award. We enjoy collaborating with clients on pro bono projects for legal aid organizations and nonprofits. We are honored to do this work and we are grateful for this recognition.
- October 26-27, 2021
Chapman's Stacey Kielbasa, Nancy Roberts Linder, and Kristin Parker discussed "Breaking the ESG Silo Culture in Law Firms" at the Legal ESG Summit.
Chapman is sponsoring and attorney Joe Saverino is speaking at the US P3 Forum.
- October 18-20, 2021
Chapman attorney Rick Cosgrove is speaking at The Bond Buyer's California Public Finance Conference.
Chapman’s Kimberly Bischoff, Shannon Burke, Carson Ludwig, Cary Nadelman, and Marilynn Tham, in collaboration with volunteer attorneys from one of our financial institution clients and a team from the Center for Disability & Elder Law (CDEL), provided seniors with free estate planning services.
- October 13-15, 2021
Chapman attorney Juliet Huang will serve as Second Vice Chair of The Workshop: Hybrid 2021, hosted by the National Association of Bond Lawyers (NABL). Chapman attorneys Sarah Breitmeyer, Nancy Burke, Brent Feller, Katherine Gale, and Sharone Levy will be speaking at the event.
- Charles C. Calloway, Jr. Selected as One of Crain’s Chicago Business 2021 Notable Nonprofit Board Leaders
Chapman is proud to announce that Partner Charles C. Calloway, Jr. has been selected as one of Crain’s Chicago Business 2021 Notable Nonprofit Board Leaders.
- Chapman Serves as US Legal Counsel to PSPDFKit in Initial Growth Investment of More Than €100 Million
Chapman and Cutler LLP served as US legal counsel to Austrian technology company PSPDFKit in the company’s first growth investment.
- October 4-6, 2021
Chapman will be sponsoring SFVegas 2021, hosted by the Structured Finance Association (SFA).
On September 16, 2021, the Securities and Exchange Commission charged Sweetwater Union High School District, a San Diego County, California, school district serving approximately 47,000 students, and its former Chief Financial Officer, Karen Michel, with making material misstatements and omissions in connection with the District’s April 2018 $28 million bond issue.
Chapman attorney Charles C. Calloway, Jr. spoke at a virtual panel discussion hosted by the Structured Finance Association's (SFA) Women in Securitization (WiS).
Chapman attorneys Paul Carman and Rebecca Wallenfelsz spoke at a Chicago Lawyers' Committee for Civil Rights program.
- September 20-21, 2021
Chapman attorney Steve Tetro spoke at iiBIG's 13th Annual Investment and M&A Opportunities in Healthcare Conference.
- September 13-14, 2021
Chapman attorney Larry White spoke at the Illinois Government Finance Officers Association (GFOA) Annual Conference.
Chapman Pro Bono Counsel Sara Ghadiri spoke at an event hosted by the National Immigrant Justice Center (NIJC): “Special Immigrant Juvenile Status (SIJS) Extension in Illinois: A Celebration and Pro Bono Training.”
Lenders and investors are taking different approaches to building ESG portfolios based on the entity’s own preferences and values. However, one widely used tool involves screening of select assets or transactions that align with those values.
- Chapman Achieves Mansfield Rule 4.0 Certification Plus in Recognition of Diversity, Equity, and Inclusion Efforts
Chapman is proud to announce that the firm has achieved Mansfield Rule 4.0 Certified Plus status. The Diversity Lab’s Mansfield Rule Certification measures whether law firms have affirmatively considered at least 30% women, underrepresented racial/ethnic groups, LGBTQ+ lawyers, and lawyers with disabilities for leadership and governance roles, equity partner promotions, formal client pitch opportunities, and senior lateral positions.
- September 2021Journal of Investment Compliance
The US Securities and Exchange Commission Division of Examinations has released its 2021 Examination Priorities. A discussion of the exam priorities is included in this article.
- NALP Bulletin+
Chapman's Professional Development, Diversity and Pro Bono Manager Shannon Burke and Legal Recruiting Manager Jessi Hoffer authored an article in the NALP Bulletin+.
- July 2021
We are pleased to share highlights of the firm’s environmental, community, and justice initiatives over the past year. Chapman’s Social Impact and Sustainability Communication on Progress report was prepared with guidance from our Social Impact and Sustainability Task Force and is part of Chapman’s commitment to the United Nations Global Compact.
- July/August 2021Futures & Derivatives Law Report
In 2017, the Financial Conduct Authority, the U.K. authority that oversees the London interbank offered rate, announced that LIBOR may be phased out after the end of 2021. The announcement applied to all currency and term variants of LIBOR, including U.S. dollar denominated LIBOR.
Chapman attorneys partnered with volunteer attorneys from one of the firm’s financial institution clients to draft renewal paperwork for individuals whose Deferred Action for Childhood Arrivals (DACA) is up for renewal.
We are pleased to share highlights of the firm’s environmental, community, and justice initiatives over the past year. Chapman’s Social Impact and Sustainability Communication on Progress report was prepared with guidance from our Social Impact and Sustainability Task Force and is part of Chapman’s commitment to the United Nations Global Compact.
Chapman attorney Paul Carman spoke at an "Opportunity Zone Workshop" hosted by the City of Victoria, TX.
Charles C. Calloway, Jr., a partner in Chapman’s Corporate Finance Department, has been selected to the 2022 class of Leadership Greater Chicago’s Signature Fellows Program.
Chapman has been named the 2021 Illinois State Bar Association’s John C. McAndrews Pro Bono Service Award recipient, after being nominated by one of the firm’s pro bono partner organizations, the Public Interest Law Initiative (PILI).
Chapman proudly reaffirms our commitment to advancing diversity in the legal profession and supporting of our Attorneys with Disabilities Business Resource Group, by adding our voice to the American Bar Association’s (ABA) initiative – Pledge for Change: Disability in the Legal Profession.
Chapman was a proud sponsor of the Civic Federation's Annual Civic Awards.
The date of the General Primary Election to be held in 2022 has been changed from March 15, 2022, to June 28, 2022. On May 31, 2021, the Illinois General Assembly adopted Senate Bill 825, which became Public Act 102-0015 after being signed into law by the Governor on June 17, 2021.
- June 22-24, 2021
Chapman Partner Melanie Gnazzo spoke at S&P Global Ratings Structured Finance Summer Series: What Comes Next?
- June 21-23, 2021
Chapman attorney David Sykes spoke at PACENation Summit 2021.
The 2021 list marks the thirteenth time Chapman has been recognized by Seramount (formerly Working Mother Media) for programs, policies, and best practices.
On June 10, 2021, OSHA issued an Emergency Temporary Standard (ETS) applicable to the healthcare industry regarding COVID-19. The ETS applies to settings where any employee provides healthcare or healthcare support services, with certain specified exceptions.
- June 9-11, 2021
Chapman attorney Vince Pelleriti served as Co-Chair of 2021 Private Placements Global Forum, Europe.
- June 9-10, 2021
Chapman Pro Bono Counsel Sara Ghadiri spoke at the International Legal Technology Association (ILTA) Leadership Summit.
Chapman was named to the 2021 Public Interest Law Initiative (PILI) Pro Bono Recognition Roster, recognizing law firms and corporate legal departments for inspiring and life-changing pro bono work performed by attorneys and legal professionals in Illinois.
Chapman attorney Michael Friedman spoke at an American Bankruptcy Institute (ABI) webinar entitled "Key Concepts in Post-COVID Real Estate Restructurings."
Chapman Pro Bono Counsel Sara Ghadiri was recognized as the 2021 National Immigrant Justice Center Human Rights Award honoree.
As Environmental, Social and Governance (ESG) performance becomes more prominent, institutional investors, asset managers, financial institutions, and other stakeholders are increasingly looking at ESG factors in making investment and lending decisions. In doing so, these entities are relying on a number of information sources, including ESG ratings and reports.
Chapman attorney Orion Mountainspring spoke at the virtual Investors’ Conference on Solar and PACE Investing, which was sponsored by Chapman.
Chapman attorneys Kathleen Moriarty and Barry Pershkow spoke at the ETFGI Global ETFs Insights Summit USA.
- May 17-18, 2021
Chapman attorney Juliet Huang spoke at the Association for Governmental Leasing & Finance (AGLF) Annual Conference.
- May 12-14, 2021
Chapman attorney Ryan Bowen, Bren Feller, and Evelyn Irwin attended the 2021 National Association of Local Housing Finance Agencies (NALHFA) Virtual Conference.
Chapman's Co-Diversity Partner Juliet Huang spoke at "Progressive Pathways: Adopting a D&I Growth Mindset for the C-Suite," a webinar hosted by the Thomson Reuters Institute.
- LexisNexis Practical Guidance
On April 13, the Department of Labor released guidance on the prohibited transaction exemption pertaining to fiduciary investment advice for retirement investors, employee benefit plans and investment advice providers.
Chapman attorney Morrison Warren spoke at the NYSE ETF Industry Summit.
A recent federal district court decision out of Massachusetts found that a bank was the true lender on a loan subsequently transferred to a trust consisting of student loans. Robinson and Spears v. Nat’l. Collegiate Student Loan Trust 2006-2, 2021 WL 1293707, Case No. 20-cv-10203 ADB (D. Mass. April 7, 2021).
- April 21-23, 2021
Chapman attorney Ryan Bjerke will be attending the virtual Utah League of Cities and Towns 2021 Midyear Conference.
At today’s Earth Day Climate Summit, President Joe Biden announced to world leaders that the United States is committed to cutting its greenhouse gas emissions by 50% to 52% from 2005 levels by 2030.
Last week the Loan Syndications and Trading Association, the Loan Market Association, and the Asia Pacific Loan Market Association jointly published their first ever Social Loan Principles.
- U.S. Department of Labor Announces Cybersecurity Guidance for Plan Sponsors, Fiduciaries and Participants
On April 14, the U.S. Department of Labor announced guidance for plan sponsors, plan fiduciaries, record keepers, and plan participants on best practices for maintaining cybersecurity, including tips on how to protect the retirement benefits of participants.
R. Amani Smathers, a senior analyst on Chapman's Practice Innovations team, was recognized by Legal Aid Chicago as the “Volunteer of the Year” from Legal Aid Chicago’s Criminal Records Relief Project.
- April 14-15, 2021
Chapman attorneys Charles Calloway, Tony Yager, and Nicole Windsor spoke at the virtual American College of Investment Counsel Spring Investment Forum.
Chapman attorney Larry Halperin will be speaking at a Turnaround Management Association New York City Chapter Academic Relations Virtual Program.
In the past few days, two courts have actions that are of significance to marketplace lenders and their funding sources.
On April 9, 2021, the Securities and Exchange Commission Division of Examinations issued a Risk Alert highlighting observations made by the Division from recent examinations of investment advisers, registered investment companies, and private funds offering products and services that incorporate environmental, social, and governance factors.
Chapman is proud to announce that David DePriest, a 2L at the Washington University School of Law, is the recipient of the third annual Chapman and Cutler LLP Maynard H. Jackson Jr. Diversity Scholarship.
Chapman Pro Bono Counsel Sara Ghadiri has been named the 2021 National Immigrant Justice Center Human Rights Award honoree.
Chapman attorney Greg Xethalis spoke at a webinar, entitled "Decrypting the Hype: Cryptocurrency and Tokenized Assets," hosted by the National Investment Company Service Association (Nicsa).
- The Banking Law Journal
The Bankruptcy Court for the Eastern District of Michigan has expressed reservations about a Second Circuit decision regarding when transfers to financial institutions’ customers that are settlement payments or made in connection with securities contracts are entitled to protection from avoidance actions under the bankruptcy safe harbors.
Chapman attorney David Cholst spoke at a National Association of Bond Lawyers U Now webinar.
The Securities and Exchange Commission this month announced that the Divisions of Corporation Finance, Examinations, and Enforcement are all undertaking climate or ESG-related initiatives.
- March 24-25, 2021
Chapman attorneys Tony Yager and Charles Calloway will be speaking at the Private Placements Industry Forum Virtual Kick-Off.
Chapman attorneys Jim Heiser and Juliet Huang spoke at an Association for Governmental Leasing and Finance webinar.
Chapman attorney Melanie Gnazzo spoke at a webinar, entitled "LIBOR Transition: Using AI to Overcome the Challenge of Legacy Contract Analysis," hosted by the Information Management Network.
- Department of Labor Announces Non-Enforcement Policy and Intent to Review Environmental, Social and Governance Investment Rule
The Department of Labor announced that it will not enforce its previously issued final rule regarding plan fiduciaries’ use of environmental, social and governance factors in selecting investments for tax‑qualified retirement plans.
On March 12, the Occupational Safety and Health Commission announced a National Emphasis Program for COVID-19. The NEP is in response to an Executive Order issued by President Biden directing the Secretary of Labor to launch a national program to focus OSHA enforcement efforts related to COVID-19 on industries with the largest numbers of workers at serious risk.
- March 11-12, 2021
Chapman attorney Larry White spoke at the Illinois Association of School Business Officials (ASBO) Bookkeepers Conference.
Chapman attorneys Aaron Efta and Tom Howard spoke at the virtual Equipment Leasing and Finance Association Investors’ Conference on Equipment Finance.
Chapman attorneys Kelley Bender, Rebecca Wallenfelsz, Ronni Martin, and Lauren Rushing spoke at an event hosted by the Women’s Law Society at Loyola University Chicago School of Law.
Chapman's Practice Innovations and Technology Partner Eric Wood spoke at Legal Geek’s virtual Thomson Reuters Takeover.
- Chicago Daily Law Bulletin
A recent Chicago Daily Law Bulletin article, "CDEL Honors Its Innovative Volunteers," profiled Chapman's collaboration with the Center for Disability & Elder Law (CDEL) to expand access to estate planning services.
- March 5-6, 2021
Chapman Pro Bono Counsel Sara Ghadiri spoke at the virtual University of Illinois Urbana-Champaign Political Science Leadership Conference.
- March 3-5, 2021
Chapman attorneys Brent Feller, Juliet Huang, and Hillary Phelps spoke at The Institute, hosted by the National Association of Bond Lawyers.
The Securities and Exchange Commission’s Division of Examinations has released its 2021 Examination Priorities.
Chapman attorney Melanie Gnazzo spoke at the Virtual Investors' Conference on LIBOR.
Environmental, Social and Governance investing in the United States has reportedly reached an estimated $250 billion in assets under management and is expected to see continued growth in 2021 and beyond.
Chapman is proud to be honored as “Corporate Partner of the Year” by the Center for Disability & Elder Law (CDEL) at its virtual 2021 Light Up the Loop Awards Benefit.
For the third consecutive year, Chapman is proud to be recognized as an American Bar Association (ABA) Free Legal Answers Pro Bono Leader for the work of our attorneys in 2020 on behalf of the ABA Free Legal Answers program in Illinois.
Investor interest in rated-debt feeder funds has grown since we first issued our Action Item concerning such funds in March 2019. We expect this interest to continue as the private credit market expands through the COVID-19 crisis.
On February 4, the U.S. Department of Justice and Federal Trade Commission announced they would be suspending the practice of allowing early ends to the merger review process under the Hart-Scott-Rodino Act.
The Financial Industry Regulatory Authority, Inc. recently issued its 2021 Report on FINRA’s Risk Monitoring and Examination Activities. The new Report is designed to assist FINRA member firms’ compliance programs by providing annual insights from FINRA’s ongoing regulatory operations.
On January 26, Moody’s Investors Service announced it had published a new methodology for rating US public school districts that provide education or educational services.
Chapman was again named one of the Best Places to Work for LGBTQ Equality, receiving a 100% score on the annual Corporate Equality Index.
Chapman attorney Latrice Baptiste was named by Lawyers of Color to its 2020 Nation’s Best list.
Chapman attorney Craig Cohen spoke at the 10th International Bar Association London Finance and Capital Markets Virtual Tax Conference.
Chapman is proud to support the Pro Bono Institute and Corporate Pro Bono's Financial Institution Pro Bono Day with Chapman clients and Legal Aid Chicago.
- Consolidated Appropriations Act, 2021 Offers Temporary Relief to Certain Landlords and Suppliers from Preferential Transfer Liability
On December 27, the Consolidated Appropriations Act, 2021 was signed into law, which, among other things, contains an important amendment to Section 547 of the United States Bankruptcy Code.
- Ninth Circuit Blocks Department of Homeland Security (DHS) Rules on Family Detention, Upholds Flores Settlement Agreement
Chapman has been proud to serve as pro bono counsel to Children’s Rights in its efforts to advocate for and protect vulnerable immigrant children as amicus to the plaintiffs-appellees in Flores v. Rosen, Ninth Circuit Court of Appeals, No. 19-56326.
On December 22, the U.S. Securities and Exchange Commission adopted amended Rule 206(4)‑1 under the Investment Advisers Act of 1940, as amended, which addresses investment advisers marketing their services to clients and investors
Chapman sponsored a Legal Aid Chicago Holiday Virtual Event.
Chapman attorney Rebecca Wallenfelsz discusses key estate planning matters, including important information that families should know both before and while they provide care for loved ones.
- Sarah Breitmeyer and David Cholst Named Bloomberg Tax and Accounting's Federal Tax Portfolio Authors of the Year
Chapman attorneys Sarah Breitmeyer and David Cholst were named the Federal Tax Portfolio Authors of the Year by Bloomberg Tax & Accounting.
Chapman attorney Marc Franson spoke at the Illinois Bankers Association Bank Counsel Conference.
- December 1-2, 2020
Chapman attorneys Lara Daly-Sims and Frank Top will be speaking at the ABS East Virtual 2020 conference.
Chapman served as counsel to the underwriter in connection with a first-of-its-kind $236 million tax-exempt “receivables” financing of the Lincoln South Beltway public-private partnership project, which was named The Bond Buyer’s 2020 P3 Deal of the Year.
Ryan Bowen, a partner in Chapman’s National Public and Health & Education Finance Department, was named the Texas Association of Local Housing Finance Agencies 2020 Member of the Year in recognition of his work on behalf of housing issuers in the State of Texas.
Chapman attorney Rebecca Wallenfelsz discusses investment strategies and the current state of the market with StrategIQ Financial Group's Chief Investment Officer Bradley J. Rathe.
On November 17, the Securities and Exchange Commission adopted amendments to Rule 302(b) of Regulation S-T, which will provide more flexibility in connection with SEC filings by allowing the use of electronic signatures in authentication documents.
- November 17-19, 2020
Chapman attorney Marilynn Tham spoke at the Secured Finance Network's 76th Annual Convention.
Chapman attorney Larry Halperin spoke at a webinar hosted by the Turnaround Management Association's New York City Chapter.
Chapman will be honored with the 2020 Standing Up for Justice award for the firm's support and Paul Carman's work on behalf of the HANA Center at the virtual HANA Center Gala.
On October 30, the Department of Labor issued a final rule which amends its 1979 investment duties regulation under the Employee Retirement Income Security Act of 1974, as amended, to update and clarify its position with respect to ERISA plan fiduciaries’ use of environmental, social and governance factors in selecting investments.
- SEC Proposes Additional Small Business Capital-Raising Opportunities outside of Traditional Broker-Dealer Channels
This fall, the Securities and Exchange Commission has proposed additional avenues for businesses to raise capital away from the use of registered broker‑dealers.
- November 5-6, 2020
Chapman attorney Marc Franson spoke at the 43rd Annual Illinois Credit Union League Attorneys Conference.
Chapman’s innovations team creates app to help Legal Aid Chicago expand access to criminal record expungement services.
- October 26-29
Chapman attorney Rick Cosgrove spoke at The Bond Buyer's California Public Finance Conference.
Chapman was named one of the top law firms for women attorneys in Law360’s 2020 Glass Ceiling Report.
- October 14-15, 2020
Chapman sponsored the virtual Institutional Limited Partners Association's Private Equity Legal Conference.
Chapman attorneys partnered with volunteer attorneys from one of the firm’s financial institution clients to draft renewal paperwork for individuals whose Deferred Action for Childhood Arrivals is up for renewal.
Under the expanded Medicare Accelerated and Advance Payments Program, more than 22,000 Medicare Part A providers and 28,000 Medicare Part B suppliers requested and received accelerated or advance payments from the Centers for Medicare & Medicaid Services to help ease financial strain and uncertainty caused by the COVID-19 pandemic.
Chapman attorneys Amy Cobb Curran and David Kates participated in a webinar hosted by Warbird Consulting Partners.
- October 5-6, 2020
Chapman attorney Rick Cosgrove spoke at the Virtual US P3 Forum 2020.
Chapman congratulates Associate and Pro Bono Counsel Sara Ghadiri, who received Illinois Wesleyan University’s 2020 Robert M. Montgomery Outstanding Young Alumni Award.
Chapman will be sponsoring the Global Alliance for Africa's Virtual Gala 2020.
- Employee Benefit Plan Review
In June, the IRS issued several notices that provide more details on the SECURE Act, passed in late 2019, and the CARES Act, passed in late March. This Client Alert will cover two primary topics: Coronavirus-Related Distribution Rules and the 2020 RMD Waiver Rule.
- September 29–October 1
Chapman sponsored the virtual LendIt Fintech USA 2020 conference.
- September 29-October 2
Chapman attorney Craig Cohen spoke at the American Bar Association's Virtual 2020 Fall Tax Meeting.
Chapman attorney Vince Pellieriti served as co-chair of the Private Placements Global Forum, Europe 2020.
Chapman attorney Melanie Gnazzo spoke at The Virtual Investors' Conference on LIBOR.
In 2015, the Second Circuit Court of Appeals issued an opinion finding that, under the doctrine of federal preemption, a non-bank assignee of a bank loan could not charge and collect the rates and fees that the bank could charge and was therefore subject to state law usury limits.
As companies default under their credit agreements, lenders have to decide what course of action is appropriate to effectuate their goals. Should the lender give the borrower breathing room by entering into a forbearance agreement in exchange for certain milestones, or is more aggressive enforcement action required?
Chapman will be sponsoring a Gilda's Club Chicago virtual event that will be attended by Chapman's Chief Executive Partner Tim Mohan, who also serves as Board Chair of Gilda's Club Chicago.
- September 23-25, 2020
Chapman attorneys Sarah Breitmeyer and David Cholst spoke at the National Association of Bond Lawyers's The Workshop.
Chapman attorney Sarah Breitmeyer spoke at an Illinois Government Finance Officers Association Educational Webinar.
Chapman is proud to join over 1,000 companies in more than 100 countries in support of the United Nations and inclusive multilateralism by signing the Statement from Business Leaders for Renewed Global Cooperation.
- August 31-September 14
Chapman sponsored Legal Aid Chicago's 2020 Relay for Justice, a virtual walk, run, and bike event.
- The Center for Disability and Elder Law (CDEL) Launches Estate Planning Documents App Developed by Chapman’s Innovations Team
Chapman’s innovations team automates the generation of essential estate planning documents to help CDEL expand access to estate planning services for underserved people in Illinois.
Receiving a “Hall of Fame” distinction, the 2020 list marks the 12th time Chapman has been recognized by Working Mother for programs, policies, and best practices.
- The Banking Law Journal
The Ofﬁce of the Comptroller of the Currency recently issued its ﬁnal rule codifying as a regulation that the interest charged on loans that is permissible before the loan is transferred remains in effect after the loan is transferred.
- PD Quarterly
In a new article, Chapman’s Chief Talent Officer Stacey Kielbasa and Professional Development, Diversity and Pro Bono Manager Shannon Burke write about law firm policies relating to remote work and distance learning during and after the COVID-19 pandemic.
The parties to the closely watched litigation by the Attorney General of Colorado as Administrator of the Colorado Uniform Consumer Credit Code against two marketplace lending platforms have agreed to settle the litigation.
This is the third and final Client Alert of a three-part series relating to executing a Strict Foreclosure. As discussed in our previous Client Alerts, it is imperative to focus on who is going to run the business after consummating the Strict Foreclosure.
- July 29-30, 2020
Chapman attorney Brent Feller spoke at the 2020 National Association of Local Housing Finance Agencies Virtual Conference.
- July 28-30, 2020
Chapman attorneys Kathleen Moriarty and Barry Pershkow spoke at the ETFGI Global ETFs Insights Summit.
- July 29-30, 2020
Chapman attorney Michael Friedman spoke at the American Bankruptcy Institute’s Northeast Virtual Bankruptcy Workshop.
On July 22, Online Lending Policy Institute hosted a conversation covering the new FDIC rule issued on June 25 which adopts the common law doctrine of “valid when made” as well as other topics related to fintech.
- Journal of Taxation of Financial Products
The CARES Act, which was designed to support individuals and businesses affected by the COVID-19 pandemic, was signed into law on March 27. This article summarizes various tax provisions in the CARES Act.
- Journal of Taxation of Financial Products
The CARES Act, which was enacted to support individuals and businesses affected by the COVID-19 pandemic, provides that borrowers experiencing financial hardship due to the national emergency declared by the President, may request and obtain forbearance on certain federally backed mortgage loans.
The Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation have been quite active in issuing or proposing new regulations and initiatives focused on financial technology and innovation in financial services.
This is the second Client Alert of a three-part series relating to executing a Strict Foreclosure.
The Online Lending Policy Institute will be hosting a conversation with Chairman of the FDIC, Jelena McWilliams. Chapman attorney Marc Franson will also be moderating a conversation with FDIC Deputy to the Chairman & Chief of Staff, Brandon Milhorn.
In 2017, the UK authority that oversees the London interbank offered rate, announced that LIBOR may be phased out after the end of 2021. The announcement applied to all currency and term variants of LIBOR, including US dollar denominated LIBOR.
- Strictly Speaking: Strict Foreclosure Can Provide an Efficient Smooth Exit for Lenders in the Right Circumstances
This Client Alert is part of a three Alert series. This Alert focuses on when Strict Foreclosure can be a lender’s best option and the potential path to execute a Strict Foreclosure.
The Federal Reserve has established the Main Street Loan Program to provide support to small and medium-sized businesses that were in sound financial condition before the onset of the COVID-19 pandemic.
The Department of Labor proposed a new investment advice fiduciary rule, which generally reinstates the DOL’s longstanding investment advice fiduciary test and provides a new prohibited transaction exemption for such fiduciaries.
Chapman is proud to join the Diversity Lab’s Mansfield Rule initiative to increase the representation of historically underrepresented lawyers in law firm leadership and governance roles.
We are proud to announce that Chapman has joined the new Law Firm Antiracism Alliance (LFAA) formed to work on pro bono projects and regulatory advocacy initiatives that seek to correct injustices in our legal system and to promote racial equality in the law and government institutions.
On June 11, the Online Lending Policy Institute hosted a conversation covering the expansive advance notice of proposed rulemaking in the fintech space.
- SEC Grants Municipal Advisors a Temporary Exemption from Broker Registration for Certain Direct Placement Activities
On June 16, the Securities and Exchange Commission issued an order granting registered municipal advisors an emergency, temporary conditional exemption from broker registration under Section 15 of the Securities Exchange Act of 1934 in connection with certain direct placement activities.
The General Assembly passed Senate Bill 2135 on May 23 and the Governor signed the same on June 12. The Act provides greater flexibility for public bodies to conduct business remotely when in-person attendance is not feasible due to a disaster.
Chapman's Practice Innovations and Technology Partner Eric Wood spoke at an International Legal Technology Association webinar.
Chapman was named to the 2020 Public Interest Law Initiative (PILI) Pro Bono Recognition Roster, recognizing law firms and corporate legal departments for inspiring and life-changing pro bono work performed by attorneys and legal professionals in Illinois.
On June 11, the Federal Reserve Bank of New York issued an updated Notice of Interest for the Municipal Liquidity Facility to reflect the expansion of eligibility for the facility.
Chapman attorney Marc Franson moderated a conversation with OCC Senior Deputy Comptroller and Chief Counsel, Jonathan Gould, on the proposed new rulemaking from the OCC.
- Paycheck Protection Program Flexibility Act of 2020: Changes to the PPP Ahead of Its June 30 Termination Date
On June 5, the Paycheck Protection Program Flexibility Act of 2020 was signed into law and made key changes to the Paycheck Protection Program just a few weeks before the program’s official termination on June 30.
On June 3, the Federal Reserve announced expanded eligibility for its Municipal Liquidity Facility. Under the new terms, a State that does not have at least two total counties or cities that meet the minimum population requirements will be able to identify a city or county to be an Eligible Issuer.
On May 29, the Office of the Comptroller of the Currency issued its final rule codifying as a regulation that the interest charged on loans that is permissible before the loan is transferred remains in effect after the loan is transferred.
This client alert will address questions about loan forgiveness under the Paycheck Protection Program for both borrowers and lenders as known at the current time, but we note that legislative efforts currently underway may change the terms of these loan forgiveness provisions.
On May 23, the General Assembly passed Senate Bill 2135, providing for amendments to Sections 2.01 and 7 of the Open Meetings Act of the State of Illinois. The changes provide greater flexibility for public bodies to conduct business remotely when in-person attendance is not feasible due to a disaster.
Chapman attorney Larry Halperin spoke at a Turnaround Management Association New York City Chapter webinar.
Chapman has joined the Chicago Bar Association’s Wills for Heroes: COVID-19 Essential Healthcare Workers program to provide estate planning services to individuals serving on the front lines of the coronavirus pandemic.
Rebecca Wallenfelsz, a partner in Chapman's Trusts and Estates Department, participated in an interview on the Divorce and Beyond Podcast.
Representing a detained client during a pandemic is extraordinarily challenging, but Chapman attorneys Sara Ghadiri, Melanie Haywood, and Eric Silvestri with assistance from Finance Law Development Analyst Rachel Waddey and support from the detained team at National Immigrant Justice Center helped a survivor of severe domestic violence from Egypt obtain asylum.
On May 4, the IRS issued Revenue Procedure 2020‑19, which provides temporary relief to publicly‑offered regulated investment companies and publicly‑offered real estate investment trusts, with respect to stock distributions that are intended to qualify for the dividends-paid deduction.
On May 5, in a case of first impression in Delaware, a Delaware bankruptcy judge, rejected a preferred shareholder’s motion to dismiss Pace Industries’ chapter 11 cases for failure to obtain its consent to file, a right provided in the debtor’s certificate of incorporation, finding that a minority shareholder’s blocking rights were unenforceable as violative of federal policy.
The Federal Reserve today issued an amended term sheet establishing pricing criteria for its Municipal Liquidity Facility last described in our April 29 Client Alert. The Federal Reserve Bank of New York also issued today a revised FAQs for the facility.
- SEC Chairman and Director of the Office of Municipal Securities Encourage COVID-19 Disclosures in the Municipal Securities Market
On May 4, the SEC Chairman and the Director of the Office of Municipal Securities issued a public statement encouraging issuers, conduit borrowers and other obligated persons of municipal securities to make disclosures describing the effects of the COVID‑19 pandemic on their finances and operations.
- May 7, 2020 (Updating an April 14, 2020 Client Alert)
This alert explores the three loan facilities constituting the Main Street Lending Program: the newly announced Main Street Priority Loan Facility, the revised Main Street New Loan Facility, and the revised Main Street Expanded Loan Facility.
Treasury Department guidance issued on April 22 summarizes three requirements for the use of payments from the Coronavirus Relief Fund. On May 4, FAQs were issued that “supplements” the guidance by answering a long series of questions about Eligible Expenditures and a shorter list of questions about the Administration of Fund Payments.
- Federal Banking Regulators Modify the Liquidity Coverage Ratio for Banks Participating in the Money Market Mutual Fund Liquidity Facility and the Paycheck Protection Program Liquidity Facility
On May 5, federal banking regulators adopted an interim final rule that neutralizes the liquidity coverage ratio impact for banks participating in the Federal Reserve’s Money Market Mutual Fund Liquidity Facility and the Paycheck Protection Program Liquidity Facility.
On April 27, the Federal Reserve issued a press release announcing changes to the Municipal Lending Facility described in previous client alerts. At the same time, the Federal Reserve Bank of New York, as sole Reserve Bank lender for the facility, issued a FAQs for the facility.
- $484 Billion Stimulus Bill Replenishes Paycheck Protection Program and Provides Additional Funding for Health Care Providers and Coronavirus Testing
The Paycheck Protection Program and Health Care Enhancement Act was signed into law today. This alert summarizes key portions of the Act and recently released information from the Department of Health and Human Services explaining its plans to allocate and distribute the Provider Relief Fund money.
- Questions and Answers about the Municipal Liquidity Facility Established by the Federal Reserve under the CARES ActApril 22, 2020 (Updating an April 13, 2020 Client Alert)
On April 9, the Federal Reserve issued term sheets for six “new” funding facilities under the CARES Act. This client alert describes in detail the Municipal Liquidity Facility.
Chapman’s "Bankruptcy and Aircraft Finance" handbook details certain special rights afforded aircraft creditors and some of the strategies employed. With the airline industry suffering devastating losses as a result of the COVID-19 pandemic, we hope this will be a useful resource for creditors.
On April 13, the IRS released Revenue Procedure 2020-26, which provides that forbearances and related modifications of certain mortgage loans will not be treated as replacing the unmodified loan with a newly issued loan for purposes of the REMIC and grantor trust qualification tests (and related REMIC-related taxes).
- Questions and Answers about the Main Street Bank Lending and Primary Market Corporate Credit Syndicated Bank Lending Facilities Established by the Federal Reserve under the CARES Act
On April 9 the Federal Reserve issued term sheets for six “new” funding facilities under the CARES Act. Three of those facilities provide for direct loans to companies.
- SEC Amends Rules to Streamline Offerings of Closed-End Funds and Business Development Companies; Increases Periodic Reporting Disclosure
On April 8, the SEC adopted rule amendments that will allow closed-end funds and business development companies the ability to use registration, offering and communications rules that are currently available to publicly‑registered operating companies.
With the Regulation Best Interest compliance date set for June 30, 2020, the SEC's Office of Compliance Inspections and Examinations recently announced that it would begin conducting broker‑dealer examinations focused on Reg BI compliance and outlined the scope of exams likely to occur in the first year following the compliance date.
With the Form CRS compliance date set for June 30, 2020, the SEC's Office of Compliance Inspections and Examinations recently announced that it would begin conducting examinations focused on Form CRS compliance and outlined the focus of exams likely to occur in the first year following the compliance date.
The Coronavirus Aid, Relief, and Economic Security Act to support individuals and businesses affected by COVID-19 pandemic was signed into law on March 27. This client alert summarizes the various tax provisions in the CARES Act.
On April 9, 2020, the Federal Reserve released a revised term sheet for TALF 2020 that, among other things, broadens the range of assets that qualify as eligible collateral under the program.
Earlier today the Federal Reserve announced it would establish six new funding facilities supported by Treasury funding authorized by Section 4003(b)(4) of the CARES Act.
In these uncertain times, parties to bond documents (including documents such as continuing covenant agreements) may wish to waive, modify or renegotiate certain provisions, including the forbearance and deferral of debt service, the waiver of provisions or the exercise of certain options.
- Federal Reserve Bank of New York Announces April 14, 2020, Start Date for Purchases of Commercial Paper under Commercial Paper Funding Facility and Post FAQs for Program
The SEC has taken several actions to assist funds and advisers in light of the effects of COVID-19. Similarly, FINRA also has taken several actions to provide guidance and certain regulatory relief to its member firms.
The Federal Reserve has established a webpage that provides links to a FAQ and other documents for the Money Market Fund Liquidity Facility described in earlier Chapman client alerts.
Yesterday the Federal Reserve announced it was temporarily removing Treasury securities and deposits at Federal Reserve Banks from the supplementary leverage ratio applicable to Category I-III bank holding companies or US intermediate holding companies of foreign banks.
In response to the COVID-19 pandemic, federal and state courts throughout the country are issuing general orders providing for important changes to procedures for pending and newly scheduled court hearings. This is a summary of such procedural changes for the federal courts located in Chicago and the state courts in Cook and the surrounding collar counties.
- April 1, 2020 (Updating a March 31, 2020 Client Alert)
This client alert has been updated from our March 31, 2020 client alert to reflect guidance from the U.S. Treasury Department and the Small Business Administration.
The $2 trillion stimulus bill is the largest stimulus bill in U.S. history and Congress’ third major piece of legislation to address the COVID-19 crisis. This client alert summarizes notable CARES Act provisions for Institutions of Higher Education.
The cornerstone of the CARES Act’s relief package for small businesses is the Paycheck Protection Program, under which the Small Business Administration will guarantee up to $349 billion in small business loans.
The Coronavirus Aid, Relief, and Economic Security Act, a bill designed to provide financial support and resources to individuals and businesses affected by COVID-19 pandemic, was signed into law on March 27. This client alert summarizes notable CARES Act provisions for health care businesses, including hospitals and physician practices.
This Client Alert focuses on some major programs established by the Coronavirus Aid, Relief, and Economic Security Act to financially support, through loans or grants, (1) small businesses, (2) larger businesses, and (3) states and municipalities.
Thomson Reuters recently published a case study examining Chapman's utilization of Contract Express to automate document drafting and streamline transactions.
Today, Chapman Partner Hillary Phelps was named a member of the Municipal Securities Rulemaking Board's Market Transparency Advisory Group.
- Lender Considerations with Respect to Existing Middle Market Credit Facilities in Light of the COVID-19 Pandemic
While many questions and uncertainties exist with respect to the impact of COVID-19 on the economy, this is an overview of the prominent issues for lenders to consider regarding existing middle market credit agreements – particularly, as a spike in amendment and waiver activity is expected in coming months.
As Employers are facing unprecedented health and safety issues in connection with the COVID-19 pandemic and the rapidly changing nature of government mandates put in place to contain the spread of the virus, the United States Department of Labor, Occupational Safety and Health Administration has issued Guidance on Preparing Workplaces for COVID-19.
H.R. 748 better known as the CARES Act or more informally as the $2 trillion stimulus bill signed by President Trump on March 27, 2020, contains one important provision for all consumer lenders and another two provisions related to federally-backed mortgage loans.
Chapman Associate and Pro Bono Counsel Sara Ghadiri discussed her work with the Illinois Free Legal Answers program and assisting pro se litigants during the COVID-19 pandemic in an interview with the Chicago Daily Law Bulletin.
On March 23, the Federal Reserve announced the establishment of the Term Asset-Backed Securities Loan Facility to support the flow of credit to consumers and businesses.
On March 23, the Federal Reserve issued further amendments to add negotiable certificates of deposit and all short-term municipal securities to the list of eligible collateral.
- Federal Reserve Amends Pricing, Adds Municipal Issuers, and Makes Other Changes for Recently Established Commercial Paper Funding Facility
On March 23, the Federal Reserve added municipal issuers and amended the pricing for the commercial paper funding facility announced on March 17 and issued other “program terms and conditions” posted on the website of the Federal Reserve Bank of New York.
This morning, the Board of Governors of the Federal Reserve System announced sweeping actions to help the economy.
On March 18, the Federal Reserve announced a Money Market Fund Liquidity Facility to make loans to banks and certain affiliates secured by certain assets acquired from “prime” money market funds. Earlier today, the Federal Reserve issued amendments to the program.
On March 17, the Federal Reserve Board announced the establishment of two emergency funding facilities that closely mirror facilities established in 2008 during the last financial crisis in providing liquidity to both short and long term funding markets.
In response to the COVID-19 pandemic, federal and state courts throughout the country are issuing general orders providing for important changes to procedures for pending and newly scheduled court hearings.
- The Securities and Exchange Commission Re-Proposes Rule Regulating the Use of Derivatives by Registered Investment Companies
The SEC re‑proposed Rule 18f-4, a new exemptive rule designed to provide a more comprehensive approach to the regulation of funds’ use of derivatives and certain other transactions.
- March 4-6, 2020
Chapman attorney Michael Friedman spoke at Turnaround Management Association of Florida’s 10 Annual Winter Conference.
For the second consecutive year, Chapman is proud to be recognized as an American Bar Association Free Legal Answers Pro Bono Leader for the work of our attorneys in 2019 on behalf of the ABA Free Legal Answers program. Associate and Pro Bono Counsel Sara Ghadiri was individually recognized for her work on behalf of the program.
- February 26-28, 2020
Chapman attorneys Michael Friedman and Larry Halperin spoke at VALCON 2020, which was hosted by the American Bankruptcy Institute and the Association of Insolvency & Restructuring Advisors.
Ericka Martinez Alvarez, a 2L at Northwestern Pritzker School of Law, is the recipient of the second annual Chapman and Cutler LLP Maynard H. Jackson Jr. Diversity Scholarship.
- February 23-26, 2020
Chapman attorney David Sykes spoke at the Structured Finance Association's Vegas 2020 conference.
- To Improve Transparency, SEC Approves Addition of Submission Calculator to MSRB’s EMMA System Website
On February 18, the SEC issued an order approving a proposed MSRB rule change updating the MSRB’s Electronic Municipal Market Access system website.
On February 7, the SEC Office of Municipal Securities published Staff Legal Bulletin No. 21 that addresses the application of the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934.
Chapman attorneys Tony Yager and Charles Calloway spoke at The George Washington University Law School.
- Delaware Supreme Court Reverses Chancery Court Holding and Upholds Strict Compliance with Advance-Notice Bylaw Provisions
On January 13, 2020, the Delaware Supreme Court reversed, in part, an appeal from the Delaware Court of Chancery in BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd.
- SEC Committee Makes Recommendations Regarding Timeliness of Financial Disclosures in the Municipal Securities Market
On February 10, the SEC’s Fixed Income Market Structure Advisory Committee approved a series of recommendations designed to improve the timeliness of disclosure in the municipal securities market.
Chapman attorney Marc Franson spoke at the Chicagoland Compliance Association's Regulator Panel Breakfast Meeting.
Chapman's Practice Innovations and Technology Partner Eric Wood spoke at the Inspire.Legal conference.
- February 5-7, 2020
Chapman attorney Larry Halperin spoke at the 2020 Turnaround Management Association Distressed Investing Conference.
Chapman attorneys Sara Ghadiri and Eric Straughn assisted at the Public Interest Law Initiative's Legal Prep Community Law Clinic in Chicago’s Garfield Park neighborhood, interviewing four individuals to answer their immediate legal questions and putting them on the path toward getting free representation.
This Client Alert covers the new rules that apply to decanting. It is the fifth installment in a six-part series on the new Illinois Trust Code.
The IRS has released a new Form 8038-CP, Return for Credit Payments to Issuers of Qualified Bonds, along with new instructions. Form 8038-CP is used by issuers to claim payments from the federal government representing all or a portion of interest payable on direct pay bonds
- January 23-25, 2020
Chapman attorneys Kent Floros, Kyle Harding, and Anjali Vij spoke at the 2020 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights Conference.
- January 21-24, 2020
Chapman attorney Tony Yager served as chair of the 2020 Private Placements Industry Forum for the eighth consecutive year.
- January 20-21, 2020
Chapman attorney Paul Carman spoke at the 9th Annual International Bar Association Tax Conference.
The SEC's Office of Compliance Inspections and Examinations has released its 2020 Examination Priorities. This Client Alert includes a discussion of the exam priorities.
FINRA recently issued its 2020 Risk Monitoring and Examination Priorities Letter. The letter highlights the areas of focus for FINRA’s risk monitoring, surveillance and examination programs for 2020 and contain numerous links to Regulatory Notices, FINRA Reports and other resources to aid broker-dealers in complying with the priority areas.
- The Banking Law Journal
On September 17, the SEC announced proposed rules to update the statistical disclosures that bank and savings and loan registrants provide to investors and eliminate disclosures that overlap with other SEC rules, U.S. GAAP or IFRS.
Late in 2019, as part of a spending package, President Trump signed into law the Setting Every Community Up for Retirement Enhancement Act of 2019 or the SECURE Act. The legislation provides changes to defined contribution plans (such as 401(k) plans) and defined benefit pension plans.
Late in 2019, Congress passed the Setting Every Community Up for Retirement Enhancement or the SECURE Act. With few exceptions, the provisions in the Act are effective for retirement plans, IRAs, contributions and distributions on or after January 1, 2020.
The California Consumer Privacy Act of 2018 went into effect on January 1, 2020 and imposes extensive disclosure and record-keeping requirements on businesses that handle personal information.
Chapman pro bono efforts have resulted in Immigration and Customs Enforcement granting parole to two women, both victims of torture for their involvement in the Anglophone separatist movement in Cameroon.
- December 9-11, 2019
Chapman attorneys Nancy Burke and Brent Feller spoke at the Tax-Exempt Bond Compliance Conference 2019.
- December 8-10, 2019
Chapman attorneys Patrick Quill and Bradley Volkommer spoke at CLO Summit 2019.
Chapman attorney Marc Franson spoke at the 2019 Illinois Bankers Association Bank Counsel Conference.
Chapman is proud to have served as counsel to the banks and swap providers on a $6.5 billion financing that was named The Bond Buyer's 2019 Deal of the Year at an awards ceremony held December 4 in New York.
This Client Alert covers the new rules that apply to beneficiary representation. It is the fourth installment in a six-part series on the new Illinois Trust Code.
- Although Not a Game Changer, Sun Capital Court Reverses Lower Court Regarding Private Equity Investment Fund’s Responsibility for Portfolio Company’s Pension Liability
On November 22, in a fact-specific ruling, the U.S. Court of Appeals for the First Circuit held that two separate, but related Sun Capital Partners Inc. private equity investment funds were not liable for the multiemployer plan withdrawal liability of a bankrupt portfolio company that the two funds co-owned.
On November 25, the SEC re-proposed Rule 18f-4 under the Investment Company Act of 1940 as amended. Rule 18f-4 is intended to be a new exemptive rule that is designed to enhance the regulation of the use of derivatives by registered investment companies, including mutual funds, ETFs, closed-end funds, and BDCs notwithstanding the restrictions under the 1940 Act.
Chapman attorneys Hillary Phelps and Anjali Vij spoke at the Illinois ASBO Debt A-Z Academy.
Chapman attorney Marc Franson spoke at the 5th Annual ABS Tech Conference.
Chapman attorneys Dave Audley and Bryan Jacobson spoke at the November monthly meeting of the Chicago Mortgage Attorneys Association.
- November 15-16, 2019
Chapman attorney Marc Franson spoke at the Illinois Credit Union League 2019 Annual Attorneys Conference.
Chapman attorney Sharone Levy attended the Chicago Children's Theatre P.O.P. (Power of Play) Gala.
Chapman attorney Kelly Kost spoke at the 2019 IAPD Legal Symposium.
- November/December 2019Business Credit
This article in Business Credit magazine discusses best practices that unsecured creditors consider in determining early-on whether or not a customer is in financial distress, assessing the circumstances, and taking appropriate action.
Chapman attorney Jim Sullivan spoke at the Honorable Robert E. Ginsberg Annual Program on Commercial Bankruptcy Law.
On November 4, the SEC announced proposed amendments to Rules 206(4)-1 and 206(4)-3 under the Investment Advisers Act of 1940 to address investment adviser advertisements and payments to solicitors, respectively.
Chapman attorney Greg Xethalis spoke at the Fordham Law Blockchain Regulatory Symposium.
Chapman attorney Larry Halperin spoke at the Turnaround Management Association NYC Academic Relations Class at the NYU Stern School of Business.
- November 7-8, 2019
Chapman attorney Kelley Bender spoke at the American Bar Association LLC Institute 2019.
Chapman attorneys Laura Appleby and Aaron Krieger attended the American Bankruptcy Institute's Mid-Level Professional Development Program.
On September 26, the SEC adopted final Rule 6c-11 under the Investment Company Act of 1940, and certain form amendments that standardize the regulatory regime governing exchange-traded funds.
Chapman attorney Cari Grieb spoke at a National Football League Roundtable hosted by the Young Jewish Professionals.
- Legal Evolution
Chapman's Chief Executive Partner Tim Mohan authored an article for Legal Evolution discussing Chapman's talent development initiative, the Finance Law Development Program.
Chapman attorney Marc Franson spoke at the 4th Annual Online Lending Policy Summit, hosted by the Online Lending Policy Institute.
- Fall 2019Journal of Investment Compliance
Fund sponsors are increasingly considering two similar types of registered closed-end investment companies known as “interval funds” and “tender offer funds” as an attractive alternative to open-end mutual funds, ETFs and traditional closed-end funds.
- October 20-21, 2019
Chapman attorneys Kathleen Moriarty and Greg Xethalis spoke at the Digital Asset Strategy Summit.
- October 17-18, 2019
Chapman attorney Nicole Windsor served as co-chair of the American College of Investment Counsel's Fall Annual Meeting and Education Conference, and attorneys Laura Appleby, Larry Halperin, and Steve Wilamowsky spoke at the conference.
- October 17-18, 2019
Chapman attorney Michael Friedman spoke at the 2019 Higher Education Real Estate Lawyers Annual Conference.
Chapman attorney Vince Pelleriti served as Co-Chair of the 2019 Private Placements Global Forum, which was also attended by Michael Harrison, Amy Olshansky, and Tony Yager.
Chapman’s Director of Practice Innovations Michael Nogroski spoke at the 2019 Emerging Legal Technology Forum.
- October 2-4, 2019
Chapman attorney Ryan Bowen spoke at the 27th Annual Texas Association of Local Housing Finance Agencies Educational Conference.
This Alert covers the new rules that apply to the modification or termination of irrevocable trusts. It is the third installment in a six-part series on the new Illinois Trust Code.
Chapman is serving as pro bono counsel to Children’s Rights to advocate for and protect vulnerable children in a recent amicus brief. On September 27, a district court issued a favorable ruling, and Judge Dolly Gee tracked arguments made in Children’s Rights’ brief.
On September 26, the SEC adopted Rule 6c-11 under the Investment Company Act of 1940 and amendments to Form N-1A and Form N-8B-2 that overhaul the patchwork regulatory framework that currently governs the $3.32 trillion ETF industry. The adopted rule and form amendments are largely similar, but not identical, to the versions that were proposed in June 2018.
- Beyond the Four Corners: Seventh Circuit Holds That a UCC Financing Statement May Incorporate a Collateral Description by Reference to Sufficiently “Indicate” the Collateral for Purposes of Perfection
In a case of first impression, the Seventh Circuit recently held that a UCC financing statement that incorporates a description of collateral by reference to an unattached security agreement sufficiently “indicates” the collateral, such that a separate and additional description of the collateral is not required to properly perfect a lender’s security interest.
- September 23-25, 2019
Chapman attorneys Juliet Huang and Hillary Phelps spoke at The Bond Buyer's California Public Finance Conference.
Chapman attorney Greg Xethalis spoke at an event hosted at Chapman's New York office in connection with Climate Week NYC 2019.
- September 22-24, 2019
Chapman attorneys Melanie Gnazzo, David Sykes, and Evan Kelson spoke at the 25th Annual ABS East Conference.
Hillary Phelps, a partner in Chapman's National Public and Health & Education Finance Department, was named a 2019 "Rising Star" at The Bond Buyer's California Public Finance Conference.
Chapman sponsored the National Investment Company Service Association 2019 Midwest Regional Meeting, which was hosted at the firm's Chicago office.
Chapman's Chief Executive Partner Tim Mohan and Practice Innovations and Technology Partner Eric Wood spoke at the 5th Annual Disruption and Innovation in the Delivery of Legal Services Conference.
- September 11-13, 2019
Chapman attorneys Nancy Burke and Juliet Huang spoke at The Workshop, which was presented by the National Association of Bond Lawyers.
- September 8-10, 2019
Chapman attorneys Larry White and Seema Patel spoke at the Illlinois Government Finance Officers Association Annual Conference.
Chapman is serving as pro bono counsel to Children’s Rights to advocate for and protect vulnerable children in its most recent amicus brief.
Chapman served as special counsel to an Illinois county in the state’s first transaction under a commercial property assessed clean energy (PACE) financing program, which allows property owners to obtain upfront financing from private capital providers for energy efficiency and renewable energy projects in new and existing buildings.
This Alert covers the newly created powers granted to a trustee under the ITC, a well as the previously existing, but now codified, powers. This Alert is the second installment in a six-part series on the new Illinois Trust Code, a version of the Uniform Trust Code.
- August 5-9, 2019
Chapman hosted an event in San Francisco for the Structured Finance Association's Women in Securitization Week.
Chapman attorney Walt Draney spoke at the Alternative Finance Summit 2019.
Chapman attorney Marc Franson spoke at the Chicagoland Compliance Association's Fair Lending and CRA Symposium.
- July/August 2019Pratt's Journal of Bankruptcy Law
In a decision that upends the expectations of the municipal bond market, a three-judge panel of the U.S. Court of Appeals for the First Circuit has ruled that the “special revenue” provisions of the U.S. Bankruptcy Code do not compel the payment of debt service on certain municipal bonds during the pendency of a bankruptcy proceeding.
- Stipulated Loss Value Provisions Used for Damages Purposes Held to Be Unenforceable as a Penalty by the U.S. Bankruptcy Court for the Southern District of New YorkJuly/August 2019Pratt's Journal of Bankruptcy Law
In a recent decision, the U.S. Bankruptcy Court for the Southern District of New York held that liquidated damages provisions calculating damages based upon stipulated loss value schedules designed to provide the lessor/owner participant with a return on investment of 4% (and not as a proxy for actual damages) violated New York public policy and were unenforceable as penalties.
Chapman is proud to support the Chicago Committee on Minorities in Large Law Firms and its LegalTrek program, which is working to diversify the legal profession by encouraging and supporting college students from historically underrepresented groups to attend law school.
On July 16, in an open meeting of the FDIC Board of Directors a memorandum and resolution regarding a Notice of Proposed Rulemaking on a Proposed Amendment to Securitization Safe Harbor Rule was passed.
- Second Time’s a Charm: First Circuit Finds That Financing Statement Amendments Saved Defective Collateral DescriptionJuly/August 2019The Banking Law Journal
The First Circuit recently found that a UCC filing amendment naming the debtor contained an appropriate name and that, when coupled with a corrected collateral description in the amendment, the bondholders’ lien was perfected and therefore unavoidable under the “strong-arm” provisions of the Bankruptcy Code.
- July/August 2019The Banking Law Journal
The US Court of Appeals for the Ninth Circuit is the latest court in a developing line of case law to find that the doctrine of equitable mootness applies to prevent an aggrieved creditor from unwinding a substantially consummated Chapter 9 municipal bankruptcy plan.
Last week, Governor Pritzker signed HB 1471, giving Illinois new trust laws as of January 1, 2020. This Alert is the first installment in a six-part series on the new Illinois Trust Code, a version of the Uniform Trust Code.
- June 23–25, 2019
Chapman attorney Joe Saverino spoke at the Illinois Municipal Treasurers Association Annual Conference.
For the sixth time, Chapman was named to the 2019 PILI Pro Bono Roster, recognizing law firms and corporate legal departments for inspiring and life-changing pro bono work performed by attorneys and legal professionals in Illinois.
- June 19–21, 2019
Chapman attorney Kathleen Moriarty will be speaking at the 24th Annual Global Indexing and ETFs Conference.
- June 12–14, 2019
Chapman attorney Paul Carman served as a table co-chair at the 12th Annual US and Latin America Tax Practice Trends Conference.
- June 12–13, 2019
Chapman attorney Rick Cosgrove spoke at the US P3 Forum 2019.
Chapman’s Chicago office hosted a reception recognizing Ezra Lintner as the first recipient of the Chapman and Cutler LLP Maynard H. Jackson Jr. Diversity Scholarship. Ezra is an openly transgender Dean's List Scholar at DePaul University College of Law.
- SEC Adopts Broker-Dealer “Best Interest” Standard, Disclosure Form and Investment Advisers Act Interpretations
The Securities and Exchange Commission voted 3 to 1 to adopt highly anticipated new and amended rules, forms and guidance relating to registered investment advisers’ and broker-dealers’ conduct and interactions with retail customers.
Chapman attorneys Laura Appleby, Dan Bacastow, Rick Cosgrove, and Juliet Huang spoke at The Bond Buyer's Midwest Municipal Market Conference.
- One Step Back? Ohio Bankruptcy Court Finds That a Hedging Power Purchaser Is Not a “Forward Contract Merchant” Entitled to the Bankruptcy Code Safe Harbor ProtectionsPratt's Journal of Bankruptcy Law
In a case of particular significance to parties that enter into forward contracts as means of hedging the future price of commodities used in their business, the U.S. Bankruptcy Court for the Northern District of Ohio has found that a “forward contract merchant” must be in the business of entering into forward contracts in order to generate a profit, not merely as a hedge.
Chapman attorney Barry Pershkow spoke at the 2019 ETFs Global Markets Roundtable.
Chapman attorneys David Batty, Kimberly Bischoff, Will Petraglia, Sara Ghadiri, and Eric Manor volunteered at the Charlotte Fire Department Headquarters for a Wills for Heroes clinic.
Chapman attorney Greg Xethalis spoke at a program held in connection with New York Blockchain Week.
Chapman was honored by the Chicago Legal Clinic with the 2019 Pro Bono Service Award, which recognizes outstanding contributions to the clinic’s mission to provide community-based quality legal services and education to the underserved and disadvantaged.
- May 8–10, 2019
Chapman attorney Juliet Huang spoke at the 39th Annual Association for Governmental Leasing and Finance Conference.
- It’s Just Not Yours Anymore: Southern District of New York Holds That a Bank’s Post-Petition Administrative Freeze of a Debtor’s Bank Account Does Not Violate the Automatic Stay
On April 25, the U.S. District Court for the Southern District of New York reversed a bankruptcy court’s finding that a bank’s imposition of a freeze on a married couple’s bank account upon the filing of their Chapter 7 bankruptcy petition, pending instructions from the Chapter 7 trustee, violated the automatic stay.
Chapman attorney Laura Appleby spoke at the Turnaround Management Association's Network of Women Summit.
Attorneys from Chapman's San Francisco office participated in the Legal First Responders kick off event. Legal First Responders is a program of Legal Access Alameda.
Chapman Associate and Pro Bono Counsel Sara Ghadiri was named to the 2019 class of The Outstanding Young Persons of Illinois by the Illinois Jaycees — Sara was the only honoree this year in the category of political, legal, and/or government affairs.
- May 2–3, 2019
Chapman attorneys Kyle Harding and Anjali Vij spoke at the 2019 Illinois Association of School Business Officials Annual Conference.
- May 1-3, 2019
Chapman attorney Sharone Levy spoke at the Illinois Community College Chief Financial Officers Spring Conference.
- April 28–30, 2019
Chapman attorney Melanie Gnazzo spoke at the Equipment Leasing and Finance Association's 2019 Legal Forum.
Chapman attorneys Laura Appleby and Larry Halperin spoke at a program hosted by the Municipal Analysts Group of New York.
- Spring 2019Real Estate Finance Journal
Having failed in attempts to accelerate the termination of a CDO, an investor group holding senior notes filed an involuntary petition against an issuer to liquidate the CDO before its stated maturity under the U.S. Bankruptcy Code.
- April 8–9, 2019
Chapman attorney Greg Xethalis spoke at LendIt Fintech USA 2019.
On March 28, the Securities and Exchange Commission charged the former controller of the College of New Rochelle, a New York-based not-for-profit college, with violating, and aiding and abetting violations of, the antifraud provisions of the federal securities laws.
- April 4–5, 2019
Chapman attorneys Kelley Bender and Sara Ghadiri spokie at the 2019 American College of Investment Counsel's Spring Investment Forum.
Pension shortfalls. Crumbling infrastructure. Wage pressures. These are only a few of the budgetary pressures facing state and local governments. It’s no surprise that, with so many demands on limited tax dollars, funds needed to address social problems are being diverted.
MetLife has once again recognized Chapman for inclusivity efforts spanning affinity group activities, mentoring and sponsorship opportunities, training and pipeline programs, and supplier diversity initiatives.
- White Paper
Fund sponsors are increasingly considering two similar types of registered closed-end investment companies known as “interval funds” and “tender offer funds” as an attractive alternative to open-end mutual funds, ETFs and traditional closed-end funds.
On March 20, the Securities and Exchange Commission voted to propose amendments to existing rules and forms that, if adopted, would modify the registration, communication, offering and reporting processes applicable to registered closed-end investment companies and business development companies regulated under the Investment Company Act.
Chapman attorneys Marc Franson and Melanie Gnazzo spoke at the 18th Annual Investors' Conference on Equipment Finance.
Toi Hutchinson, Chapman's Director of Community Relations and Social Responsibility, spoke at the 2019 Chicago Women in Public Finance Conference.
Chapman Practice Innovations Analyst Shea Smock spoke at a Document Review, Analysis & Interpretation Using Artificial Intelligence conference hosted by Giant City Media.
- Rated-Debt Feeder Fund Structure: An Alternative Structure for an Insurance Company’s Alternative Investments
Insurance companies continue to look to alternative investment funds as a means to increase returns in this low interest rate environment and to add diversification to their portfolios. One impediment to increasing a concentration in alternative investments may be the higher risk-based capital requirements associated with alternative investments. Recently, various participants in the insurance, alternative investment, and rating agency industries have considered addressing that risk-based capital impediment by utilizing a bespoke rated-debt feeder fund structure.
In a break from other recent circuit court decisions, the Fifth Circuit ruled that amounts due under a make-whole provision contained in a note purchase agreement constituted unmatured interest and were not permitted to be paid to a creditor under the Bankruptcy Code.
- Missed Appointment: First Circuit Finds That Puerto Rico Oversight Board Needs Advice and Consent of the Senate
In a case of constitutional importance, the US Court of Appeals for the First Circuit addressed whether members of the Financial Oversight and Management Board created by PROMESA are “Officers of the United States” subject to the US Constitution’s Appointments Clause.
- March 7-8, 2019
Chapman attorneys Sarah Breitmeyer and Brent Feller spoke at the National Association of Bond Lawyers's The Institute.
- Federal Banking Regulators Propose New Bank Holding Company Category System to Apply to Capital and Liquidity Requirements and to Enhanced Prudential StandardsThe Banking Law Journal
This article outlines the features of proposals to adjust the applicability of certain capital and liquidity tests and certain enhanced prudential standards for bank holding companies.
Effective February 27, 2019, there are two new reportable events for which an issuer must provide notice to the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (EMMA) website.
- February 27-March 1, 2019
Chapman attorneys Michael Friedman and Larry Halperin spoke at VALCON 2019, which was hosted by the American Bankruptcy Institute and the Association of Insolvency & Restructuring Advisors.
- February 24-27, 2019
Chapman attorneys Preetha Gist, Tim Mohan, and David Sykes spoke at the Structured Finance Industry Group's Vegas 2019 conference.
The SEC Rule 15c2-12 amendments will be effective on and after February 27, 2019 with the effect described in the Release. In addition, the Release describes the SEC’s position on certain material financial obligations that may have an impact on primary offerings in addition to disclosures of reportable events made in the future under Rule 15c2-12.
The Financial Industry Regulatory Authority, Inc. recently issued its 2019 Risk Monitoring and Examination Priorities Letter. The Risk Monitoring and Examination Priorities Letter also directs members to their 2017 and 2018 Reports on Examination Findings. This Client Alert provides brief summaries of some of the more significant issues FINRA’s letter raises.
In December 2017, Congress added a provision to the tax code that allows some taxpayers to defer some capital gain and eliminate other gain if the taxpayer invests in an Opportunity Zone and certain conditions are met.
- The Banking Law Journal
A recent decision of the United States District Court for the District of Delaware has provided further support within the Third Circuit for so-called “gift” plans (i.e., plans in which a secured creditor class “gifts” a portion of its plan distribution to a junior class).
- January 28-29, 2019
Chapman attorney Paul Carman spoke at the 8th Annual International Bar Association Tax Conference.
- January 24-26, 2019
Chapman attorneys Kyle Harding and Anjali Vij spoke at the 2019 Illinois Association of Park Districts / Illinois Park and Recreation Association Soaring to New Heights Conference.
- January 22-25, 2019
Chapman attorney Tony Yager served as chair of the Private Placements Industry Forum.
The beginning of each year provides an opportunity for investment advisers to review compliance and regulatory matters, including issues related to private investment funds and commodity pools.
On December 14, the Securities and Exchange Commission’s Office of Compliance Inspections and Examinations issued a Risk Alert reminding investment advisers of their recordkeeping obligations with respect to electronic messaging and summarizing their related observations from recent examinations.
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations has released its 2019 National Exam Program Examination Priorities.
- Pratt's Journal of Bankruptcy Law
A recent court decision has provided guidance regarding the meaning of “governmental unit” under the U.S. Bankruptcy Code.This determination is important because if it is a “governmental unit,” an entity would only be eligible to file a bankruptcy petition if it is a “municipality” under the Bankruptcy Code and meets the other eligibility requirements for filing a municipal bankruptcy petition.
Chapman attorney plays key role in supporting Illinois name change legislation to protect domestic abuse survivors.
The Securities and Exchange Commission recently issued a no-action letter which allows broker-dealers to rely on investment advisers to perform some or all of their Customer Identification Program obligations under federal anti-money laundering legislation.
The state of Colorado initiated two lawsuits against online lending platforms. The suits alleged that the platforms had violated the state’s Uniform Consumer Credit Code by charging interest and some fees in excess of those allowed under Colorado law and that the consumer loan agreements utilized a non-Colorado governing law provision, also in violation of the law.
Providers of services acting as mere conduits for parties transferring money remain protected from fraudulent conveyance actions under the United States Bankruptcy Code, at least according to a recent bankruptcy court decision in the Eleventh Circuit.
- New Proposed Regulations Take the Bite out of Section 956 Deemed Dividends for Corporate Shareholders
New treasury regulations proposed by the Internal Revenue Service on October 31 significantly diminish the sting of Section 956 for many US corporations that own stock in non-US corporations that have investments in US property.
In October, the U.S. District Court for the Southern District of New York entered a final judgment against Christopher St. Lawrence, the former Supervisor of the Town of Ramapo, New York and Director of Finance and President of the Ramapo Local Development Corporation.
NetDocuments, the leading secure cloud-based content services platform for law firms, corporate legal teams and compliance departments, announced today at ndElevate, its annual customer and partner summit, that it acquired Closing Room, a deal management application developed by Chapman and Cutler LLP to streamline transactional closing processes.
- Seventh Circuit Holds That the Illinois Department of Revenue Must Present Evidence to Support the Value of Its Claim for Adequate Protection in a Section 363 SaleNovember/December 2018Pratt's Journal of Bankruptcy Law
In two recent cases, the Court of Appeals for the Seventh Circuit held that the Illinois Department of Revenue could not collect delinquent retail and sales taxes from the proceeds of assets sold pursuant to section 363 of the Bankruptcy Code.
- November/December 2018Pratt's Journal of Bankruptcy Law
A decision by the Court overseeing Puerto Rico’s bankruptcy-like Title III proceeding has reiterated what every secured creditor understands — perfection matters. The Court found that bondholders holding $2.9 billion in debt issued by the Employees Retirement System of the Government of the Commonwealth of Puerto Rico were rendered unsecured due to inadequate financing statements.
- A Lease by Any Other Name Would Not Smell as Sweet: Fifth Circuit Denies “True Lease” Status to a “Sale” of SoftwareNovember/December 2018Pratt's Journal of Bankruptcy Law
The U.S. Court of Appeals for the Fifth Circuit recently affirmed decisions of a Bankruptcy Court and District Court recharacterizing an alleged lease to a disguised financing arrangement. The Court determined that the transaction was “per se” a financing, and therefore did not need to go on to analyze the economic realities of the transaction in detail.
On September 30, the Governor of California signed into law Senate Bill No. 1235, which amends the California Financing Law (previously known as the Finance Lenders Law) to impose new disclosure requirements on licensed commercial lenders and brokers including for online lending programs doing business in California.
- October 2018
This desk reference is intended to provide an in-depth analysis of the numerous issues affecting an equipment lessor when dealing with a lessee after it has filed for bankruptcy protection.
It is common for buyers of assets in bankruptcy cases to proceed to closing even if the court’s approval of the sale is under appeal. Their willingness to do so comes in large measure thanks to Section 363(m) of the Bankruptcy Code, which protects most sales from being unwound even in the face of an otherwise meritorious appeal.
The Internal Revenue Service recently provided excise tax relief for funds taxed as regulated investment companies that were required to increase their gross income because of the new Section 965 transition tax.
Earlier this month, Governor Jerry Brown of California signed into law a bill that sets some of the strongest clean energy standards in the world. Senate Bill 100 requires that one hundred percent of all retail sales of electricity in California come from clean energy sources by 2045.
- Plan Opponents’ Appeal Goes down the Sewer—the Eleventh Circuit Holds the Ratepayers’ Appeal in Jefferson County Is Equitably Moot
The Jefferson County bankruptcy proceeding may have reached its culmination with a recent decision by the U.S. Court of Appeals for the Eleventh Circuit finding an appeal of the bankruptcy court’s approval of the Jefferson County plan of adjustment as equitably moot.
- Federal Banking Regulators Issue Interim Final Rule on Treatment of Certain Municipal Obligations as HQLA
On August 22, the three federal banking agencies issued an interim final rule implementing the May 2018 banking law’s requirement that investment grade, liquid and readily marketable municipal obligations be treated as Level 2B “high quality liquid assets” under the liquidity coverage ratio rule.
- August 2018Journal of International Taxation
As an increasing number of jurisdictions have entered into intergovernmental agreements related to FATCA or agreed to mandate compliance with the OECD common reporting standard, exempt organizations are being asked to classify themselves in subscription agreements and forms provided to the investment vehicles.
On August 20, the SEC issued Release No. 34-83885 adopting amendments to Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The amendments add two new events to the list of reportable events for which an issuer or obligated person must provide notice to the MSRB's Electronic Municipal Market Access website.
Chapman and Cutler LLP attorney Sara Ghadiri has played a key role in supporting legislation to expand protections for survivors of domestic abuse and stalking.
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations issued a National Exam Program Risk Alert outlining the most common deficiencies that OCIE staff has identified in recent examinations of registered investment advisers’ best execution practices.
- Pratt's Energy Law Report
On February 9, President Trump signed into law the Bipartisan Budget Act of 2018 which retroactively extended some temporary tax breaks and includes some additional provisions which were left out of the Tax Cuts and Jobs Act of 2017.
On June 14, the Board of Governors of the Federal Reserve System issued a final rule that establishes credit limits for single counterparties of US bank holding companies and foreign banking organizations with $250 billion or more in assets, and US intermediate holding companies of covered FBOs with $50 billion or more of consolidated assets.
On June 28, the Securities and Exchange Commission proposed Rule 6c-11 under the Investment Company Act of 1940 and amendments to Form N-1A and Form N-8B-2 that overhaul the patchwork regulatory framework that currently governs the $3.4 trillion ETF industry.
- Designated Survivor: Ninth Circuit Rejects Designation of Secured Creditor’s Unsecured Claim under Section 1126(e) of the Bankruptcy Code
The United States Court of Appeals for the Ninth Circuit issued a decision reversing a lower court’s order that designated the vote of a secured bank creditor that had purchased claims from a subset of unsecured creditors for the admitted purpose of blocking confirmation of the debtor’s plan of reorganization.
- Foreclosure Condo Purchasers Beware: Suit Not Required Before Past-Due Condo Association Assessments Must Be Paid
In a case of first impression, the Illinois Appellate Court has held that a condominium association does not have to first sue the prior owner of a condominium for unpaid assessments before it can seek unpaid assessments from the new owner that purchased the condominium at a foreclosure sale.
- Q2 2018
The Municipal Securities Rulemaking Board recently published its 2017 Compliance Advisory for Brokers, Dealers and Municipal Securities Dealers. The Compliance Advisory outlines several MSRB rules that the MSRB believes present key compliance risks for brokers, dealers and municipal securities dealers.
A recent decision from the U.S. Court of Appeals for the Third Circuit has created a circuit split in how the federal circuit courts have interpreted the statute of limitations as it applies to the Fair Debt Collection Practices Act.
On May 22, the House passed Senate bill S. 2155, which would amend certain Dodd-Frank provisions and, primarily for smaller banks and credit unions, provide additional regulatory relief. President Trump is expected to sign the bill, so that it will take effect as law.
- All Is Not Lost: Courts Allow Debtors to Redeem Sold Real Estate Taxes in Bankruptcy to Avoid Losing Their PropertyLexisNexis Emerging Issues Analysis
This article discuss two recent decisions that have provided some insight into what happens when a debtor files a Chapter 13 bankruptcy petition as a means of redeeming sold real estate taxes.
- Basel Committee Issues Simple, Transparent and Comparable Securitisation Framework for Short-Term Securitisations
On May 14, the Basel Committee on Banking Supervision issued two documents entitled “Criteria for Identifying Simple, Transparent and Comparable Short-Term Securitisations” and “Capital Treatment for Simple, Transparent and Comparable Short-Term Securitisations.”
Under 1991 US guidance, if a non-US partner sold its interest in a US partnership, the selling partner would look through to the business of the partnership and would be required to file a US tax return and pay US tax if the partnership would have had income effectively connected to a US trade or business on a deemed sale of its assets. But that guidance was reversed in a tax court case. Then the US position was reversed again in the Tax Cuts and Jobs Act.
- New Jersey District Court Holds That a Real Estate Tax Foreclosure Sale Can Be Set Aside as a Preference under Section 547 of the Bankruptcy Code
Recently in Hackler v. Arianna Holding Co., the U.S. District Court for the District of New Jersey held that a real estate tax foreclosure sale can be set aside as a preferential transfer under Section 547 of the Bankruptcy Code.
- Basel Committee Issues Simple, Transparent and Comparable Securitisation Framework for Short-Term SecuritisationsMay 14, 2018
Today, the Basel Committee on Banking Supervision issued two documents entitled “Criteria for Identifying Simple, Transparent and Comparable Short-Term Securitisations” and “Capital Treatment for Simple, Transparent and Comparable Short-Term Securitisations.”
- Journal of Taxation
For non-US individuals and corporations that invest in real estate within the US, the rules that subject their gains to US federal income tax generally are found under Section 897. The Foreign Investment in Real Property Tax Act rules have often been attacked as a disincentive for overseas investors to enter the US real estate market.
On April 18, the Securities and Exchange Commission released a new interpretation addressing investment advisers’ fiduciary duties to their clients. The SEC’s proposed interpretive guidance reaffirms and clarifies duties owed by investment advisers to their clients under Section 206 of the Investment Advisers Act of 1940.
On April 18, the Securities and Exchange Commission proposed new Regulation Best Interest under the Securities Exchange Act of 1934 that would establish a federal standard of conduct for broker-dealers and natural persons who are associated persons of a broker-dealer when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer.
The Securities and Exchange Commission recently proposed new and amended rules and forms under the Investment Advisers Act of 1940 and the Securities Exchange Act of 1934 to require registered investment advisers and broker-dealers to provide a brief relationship summary to retail investors regarding their offered services, the standard of conduct and fees associated with the services.
- SEC Proposes Broker-Dealer "Best Interest" Standard, Disclosure Form, Title Restrictions and Investment Adviser Conduct Guidance
Today, the Securities and Exchange Commission voted 4 to 1 to propose highly anticipated new and amended rules and guidance relating to registered investment advisers’ and broker-dealers’ conduct and interactions with retail customers.
On April 9, 2018, Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York, in In re Avanti Communications Group PLC, held that non-consensual third-party releases included in a U.K. scheme of arrangement were enforceable under chapter 15 of the United States Bankruptcy Code.
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently published a Risk Alert that highlights frequently-identified investment adviser fee and expense compliance issues from exams of over 1,500 investment adviser examinations during the past two years.
- March 2018
Chapman’s "Defaulted Securities: The Guide for Trustees and Bondholders" advances understanding and consideration of issues related to trustees and bondholders in both corporate and municipal financings.
Chapman attorney Marc Franson participated in the inaugural episode of Talking Fintech with hosts Jeremy Potter and Colin Darke.
- March 2018Journal of Taxation of Financial Products
This article describes the impact of the Tax Cuts and Jobs Act on securitization transactions. The article addresses in detail the new limitation on the deduction for business interest expense as well as the requirement that the transferee of an equity interest in a partnership engaged in a US trade or business withhold 10% of the amount realized unless the transferor certifies that it is a US person.
- All Is Not Lost: Courts Allow Debtors to Redeem Sold Real Estate Taxes in Bankruptcy to Avoid Losing Their PropertyApril/May 2018Pratt's Journal of Bankruptcy Law
The question of what happens when a debtor files a Chapter 13 bankruptcy petition as a means of redeeming sold real estate taxes is being addressed throughout the country with more regularity. Recently, bankruptcy courts in Illinois and Georgia have provided some insight into how this question should be answered.
In light of the increasing significance of cybersecurity incidents, the SEC published a press release and additional Commission-level guidance regarding disclosure obligations relating to cybersecurity risks and incidents, which reinforces and expands upon the SEC staff guidance provided in 2011 and addresses two additional topics.
Chapman attorney Sara Ghadiri has played a key role in supporting legislation to expand protections to survivors of domestic abuse and stalking.
Although recent legislation commonly referred to as the Tax Cuts and Jobs Act retained Section 956 of the Internal Revenue Code (and its notorious deemed dividend issue), the enactment of other changes may reduce the impact of Section 956 on taxpayers.
- DC Circuit Court of Appeals Holds That Open Market CLO Managers Do Not Have to Comply With Dodd-Frank Risk Retention Requirements
The US Court of Appeals for the District of Columbia Circuit recently issued a decision in a case that involved a question of whether the risk retention requirements imposed by Section 941 of the Dodd-Frank Act required open market CLO managers to retain risk in those transactions they managed.
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently released its 2018 National Exam Program Examination Priorities. Highlights from the 2018 exam priorities are reviewed in this Client Alert.
- First Circuit’s Old Cold Decision Cools Fears of Expanded Scope of Jevic’s Reach; Declines to Apply Jevic to Disturb Assumption of Liabilities in 363 Sale that may have Violated Absolute Priority Rule
Czyzewski v. Jevic Holding Corporation made some court-watchers nervous that the decision would be applied broadly to disturb other bankruptcy-related distributions.
In a decision likely to have a far-reaching effect in the municipal debt markets, the Court overseeing Puerto Rico’s bankruptcy-like Title III proceeding ruled that holders of municipal obligations secured by a pledge of special revenues are not guaranteed payment during the pendency of a bankruptcy proceeding.
In bankruptcy cases where a not-for-profit corporation is closely related to or controlled by a governmental unit, a creditor may challenge the not-for-profit corporation’s bankruptcy eligibility, arguing that the not-for-profit corporation is, in substance, a “governmental unit” and therefore not eligible to file a Chapter 11 petition.
- The Banking Law Journal
In July, Andrew Bailey, the CEO of the United Kingdom’s Financial Conduct Authority, announced that the FCA and the panel banks whose submissions are used to determine the London Interbank Offered Rate will only sustain LIBOR until the end of 2021.
- Senior Lender Considerations in Respect of Representation and Warranty Insurance in Middle Market Private Equity TransactionsThe Banking Law Journal
This article addresses the benefits to a senior secured lender of Representations and Warranties Insurance, and certain considerations financial institutions should make in documenting a middle market loan transaction when an acquisition financing utilizes RWI.
The beginning of each year provides an opportunity for investment advisers to review compliance and regulatory matters, including issues related to private investment funds and commodity pools, which are briefly summarized in this alert.
On January 11, the Third Circuit issued a decision in a case that limited the reach of the Rooker-Feldman doctrine as a defense to bankruptcy avoidance actions. The court’s reasoning, however, has implications that go well beyond the particular facts of the case.
The Financial Industry Regulatory Authority, Inc. recently issued its 2018 Regulatory and Examination Priorities Letter. A number of FINRA’s comments direct firms to review the 2017 Examination Findings Report for additional insights into specific areas of concern and effective practices.
As state and local governments seek more creative financing methods for economic development projects, some have turned to the formation of subsidiary entities that can provide financing assistance, potentially without triggering debt limits under state or local laws or violating covenants under existing financings.
On December 22, 2017, President Trump signed into law the most sweeping tax law changes in the last thirty years. Highlights of the new tax reform legislation as they impact individuals are summarized in this Client Alert.
Overlooked in the many discussions about the new tax laws are the consequences on trusts and estates and the high likelihood trusts and their beneficiaries will see larger income tax bills for the next seven years. This Client Alert focuses on how the tax changes will impact trusts and estates, identify some of the significant uncertainties and provide recommendations for fiduciaries.
On December 20, Congress passed the act commonly referred to as the Tax Cuts and Jobs Act of 2017. Although no provision of the Act was designed specifically to address securitization transactions, two new sets of rules are likely to have significant effects on at least some securitization transactions
- Tax Cuts and Jobs Act Would Eliminate Advance Refunding Bonds, Tax Credit and Direct Pay Bonds, Would Retain Private Activity Bonds and Stadium Bonds
On December 15, House and Senate conferees reached an agreement on the Tax Cut and Jobs Act and released the final version of the Bill, which is expected to be voted on this week in the House and Senate.
- December 2017
Chapman partner Michael Friedman joined DebtWire’s Richard Goldman for a podcast interview.
- Fall 2017Real Estate Finance Journal
On August 11, the IRS issued Rev. Proc. 2017-45 which allows publicly offered real estate investment trusts and regulated investment companies to make stock distributions that will qualify for the dividends-paid deduction, if certain requirements are met, and therefore enable a RIC or REIT to meet its minimum annual dividend distribution tests.
- Diamonds Really Are Forever: Illinois Bankruptcy Court Concludes That Wedding Rings are Largely Exempt from the Bankruptcy Estate
An Illinois Bankruptcy Court held that a wedding or engagement ring worn by a man or woman, still married to the same person as when the ring was tendered before or during a wedding ceremony, qualifies as “necessary wearing apparel” under the Bankruptcy Code.
Both the House and Senate versions of the Tax Cuts and Jobs Act include a new provision that would impose an excise tax on the compensation paid by certain tax-exempt organizations if the compensation to a covered employee is more than $1 million.
Both the House and Senate versions of the Tax Cuts and Jobs Act include a new provision that would impose an excise tax on the compensation paid by certain exempt organizations, including certain state and local governmental entities, if the compensation to a covered employee is more than $1 million.
- Why the Assignability of Intellectual Property Licenses in Bankruptcy Might Not be Settled After AllNovember 2017American Bankruptcy Institute Law Review
In an effort to provide insight into questions about the ability to assume, or assume and assign, intellectual property licenses through the bankruptcy process, Chapman attorney Peter Bach-y-Rita co-authored a recent article in the American Bankruptcy Institute Law Review.
- Life is Not a Bowl of Cherries for PACA Claimant Objecting to Cash Collateral Use: In re Cherry Growers, Inc.
A debtor-in-possession is entitled to use cash collateral over the objections of PACA claimants so long as the debtor demonstrates that the interests of the PACA claimants are adequately protected, according to a recent ruling by Judge Dales of the United States Bankruptcy Court for the Western District of Michigan.
On November 2, Representative Brady released the “Tax Cuts and Jobs Act.” On November 9, the Senate Finance Committee released a “Description of the Chairman’s Mark of the ‘Tax Cuts and Jobs Act.’” This summary highlights four provisions in the proposed legislation that will be of particular interest to financial institutions.
- When Is a Deadline Really a Deadline? U.S. Supreme Court Clarifies the Distinction Between a Jurisdictional Appeal Filing Deadline and a Mandatory Claim Processing Rule
Federal Rule of Appellate Procedure 4(a)(5) incorporates 28 U.S.C. § 2107(c), which provides for extensions of the notice of appeal deadline. However, Rule 4(a)(5)(C) limits the length of such extensions. The question then is if an appellant files a notice of appeal beyond the 30-day period set forth in Rule 4(a)(5)(C), does a circuit court lack jurisdiction to hear the appeal?
In addition to changes in life, changes in the estate tax rules over the last decade have altered the planning options available for many married couples. If the federal estate tax laws are actually repealed by the current Congress, these options will be relevant for all married couples.
Legislation recently passed by the Illinois House could impact every taxing district in the State if it ultimately becomes law. Senate Bill 851, which amends the Property Tax Extension Limitation Law, implements a tax freeze for certain taxing districts, and authorizes the implementation of a tax freeze for other taxing districts pursuant to referendum.
On November 2, Representative Brady released the proposed text of the long-awaited federal income tax reform bill. The bill also includes a provision that appears aimed at subjecting public pension plans to unrelated business taxable income.
On November 2, Representative Kevin Brady released the proposed text of the long-awaited federal income tax reform bill. The bill also includes a provision that creates a limit on the deductibility of interest. If enacted, this provision could have potentially wide-reaching impacts on securitization transactions.
- Proposed House Tax Bill Would Eliminate All Private Activity Bonds (Including Qualified 501(c)(3) Bonds), Tax Credit Bonds (Including Direct Pay Bonds), and Advance Refundings
On November 2, Representative Brady released the proposed text of the long-awaited federal income tax reform bill. If enacted into law, the bill would eliminate all tax-exempt private activity bonds, tax credit bonds and all tax-exempt advance refunding bonds.
- SEC Staff Issues Trio of No-Action Letters to Address MiFID II Research Payment Issues for Broker-Dealers and Investment Advisers
The staff of the Securities and Exchange Commission issued three no-action letters designed to assist broker‑dealers and investment advisers in addressing issues related to European Union directives and related legislation that will become effective on January 3, 2018.
- Second Circuit Reverses MPM Silicones’ “Prime Plus” Formula for Cramdown Interest Rates, Delivering Secured Creditors a Welcome Victory and Resetting Market Expectations
The U.S. Court of Appeals for the Second Circuit reversed both the district court and the bankruptcy court’s decisions in MPM Silicones, LLC, which had held that the “prime plus” formula was the appropriate method for determining the interest rate required in connection with new notes issued to secured creditors under a Chapter 11 cramdown plan of reorganization.
- Momentive vs EFIH: Second Circuit Splits with Third Circuit on Make-Whole; Keeps Pressure on Lenders to Negotiate Express Make-Whole Provisions
The United States Court of Appeals for the Second Circuit has affirmed the district court and the bankruptcy court’s determinations in MPM Silicones, LLC that Momentive’s senior noteholders are not entitled to recover any make-whole premium on account of the replacement of their notes.
- October 2017
In a video by The Law Lab, Chapman attorney Eric Wood presents at the 2017 Chicago-Kent Fin(Legal)Tech Conference.
The United States Treasury Department has withdrawn proposed regulations dealing with the definition of “political subdivisions” for purposes of the tax-exempt bond provisions of the federal tax law. Political subdivisions are divisions of state or local governmental units that can issue federally tax-exempt bonds.
- What the FATCA Is Going On? Navigating Various U.S. Tax Implications and Compliance Requirements for International Clients and AssetsOctober 2017Estate Planning Course Materials Journal
In an environment of growing global mobility of many families and heightened regulatory and compliance pressures, many U.S. estate planning advisors are encountering international issues for their clients with increasing frequency.
- Make-Whole Update: Texas Bankruptcy Court Awards Unsecured Bondholders’ ‘Enormous’ Make-Whole Claim, with Interest, Over Solvent Debtors’ ObjectionOctober 19, 2017 (Originally Published October 4, 2017)
On September 21, a Bankruptcy Court ruled that holders of notes issued pursuant to a Note Purchase Agreement entered into by a debtor’s operating subsidiary were entitled to what the court termed an ‘enormous’ make-whole payment, post-petition interest, and recovery of related fees and expenses.
- On Second Thought: Delaware Bankruptcy Court Denies $275 Million Breakup Fee Despite Earlier Approval
On October 3, the U.S. Bankruptcy Court for the District of Delaware granted a motion to reconsider a decision it made over a year ago in the bankruptcy of Energy Future Holdings Corp. and its co-debtors and in doing so disallowed a $275 million breakup fee to a prospective asset purchaser that it had previously approved.
On October 3, 2017, the U.S. Bankruptcy Court for the District of Delaware granted a motion to reconsider a decision it made over a year ago in the bankruptcy of Energy Future Holdings Corp. and its co-debtors and in doing so disallowed a $275 million breakup fee to a prospective asset purchaser that it had previously approved.
A health care management services organization provides non‑clinical, administrative support services to physician group practices and other health care providers. One of the primary purposes of a MSO is to relieve licensed health care providers of non-medical business functions so they can focus on the clinical aspects of their medical practices.
In September, the IRS released proposed regulations that would not only change the types of instruments that are registration-required obligations, but also clarify when a registration-required obligation meets the requirements to be treated as issued in registered form.
- October 5, 2017 (Originally Published September 14, 2017)Westlaw Journal Bankruptcy
Following a recent decision by the Court overseeing the Commonwealth of Puerto Rico’s bankruptcy-like Title III proceeding, bondholders should continue to pay close attention to the pledge securing their bonds to determine how those bonds would be treated in a bankruptcy proceeding.
The recently released “Unified Framework for Fixing Our Broken Tax Code” includes a proposed limitation on the deductibility of interest expense by corporations. Although this framework does not provide details as to the nature or scope of the proposed limitations, any such limitations will potentially affect the balance in preferences between debt and equity funding.
- Q3 2017 (Originally Published May 4, 2017)Journal of Investment Compliance
The Financial Industry Regulatory Authority, Inc. released additional guidance on social media and digital communications in Regulatory Notice 17-18. The guidance from FINRA is summarized in this article.
- October 2017 (Originally Published July 25, 2017)Pratt's Journal of Bankruptcy Law
While many of lender's rights are self-explanatory, a question has arisen as to what it means to amend “pro rata” sharing requirements. Recently, an amendment to NYDJ Apparel, LLC’s credit agreement highlighted what a loan investor needs to look out for when reviewing protections related to pro rata sharing.
- Basel Committee Proposes Simple, Transparent and Comparable Securitisation Framework for Short-Term SecuritisationsOctober 2017 (Originally Published July 27, 2017)Pratt's Journal of Bankruptcy Law
On July 6, 2017, the Basel Committee on Banking Supervision issued two consultative documents entitled “Criteria for Identifying Simple, Transparent and Comparable Short-Term Securitisations” and “Capital Treatment for Simple, Transparent and Comparable Short-Term Securitisations.”
The Municipal Securities Rulemaking Board recently issued a market advisory to increase awareness among market participants, including issuers and obligated persons, of the importance of disclosing material information fairly, equitably and in the public domain.
The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations recently published a Risk Alert that highlights frequently identified investment adviser advertising compliance issues. The Risk Alert identifies the advertising compliance issues most frequently identified in deficiency letters from investment adviser examinations.
- August 2017
Chapman Partner David Cholst chaired and Partner Sarah Breitmeyer served on a National Association of Bond Lawyers task force that produced proposals to improve US infrastructure through tax reform.
- In Case of First Impression, Illinois Appellate Court Holds That Senior Lender’s Material Breach of Intercreditor Agreement Warrants Partial Subordination of Senior DebtSeptember 2017 (Originally Published May 10, 2017)Pratt's Journal of Bankruptcy Law
Intercreditor agreements are commonly used to define the relative rights of senior and junior lenders, especially should the borrower become distressed or file bankruptcy. Properly defining priorities between lenders is particularly important when both parties possess security interests in the same collateral.
- September 2017 (Originally Published June 25, 2017)Pratt's Journal of Bankruptcy Law
Many equipment lessors are watching yesterday’s prime customers transform into tomorrow’s distressed credits. This article addresses some of the key considerations for lessors in formulating a plan to deal with distressed or likely-to-be-distressed lessees, both prior to and during a potential bankruptcy proceeding.