• The Harvey R. Miller & Leonard M. Rosen Annual Restructuring Event
    The Harvey R. Miller & Leonard M. Rosen Annual Restructuring Event

    Michael Friedman, Aaron Krieger and Helena Honig are attending The Harvey R. Miller & Leonard M. Rosen Annual Restructuring Event.

  • The Regulation of Marketplace Lending: A Summary of the Principal Issues
    The Regulation of Marketplace Lending: A Summary of the Principal Issues

    The 2022 update of Chapman's marketplace lending guide discusses developments affecting the marketplace lending industry.

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  • No Shareholder Vote Needed for Insolvent Company to Transfer Assets to Secured Creditors
    No Shareholder Vote Needed for Insolvent Company to Transfer Assets to Secured Creditors

    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.

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  • Chapman Ranked Among Top 10 Israel Practices
    Chapman Ranked Among Top 10 Israel Practices

    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

  • Important Court Rulings Arise from Puerto Rico’s Economic Crisis
    Important Court Rulings Arise from Puerto Rico’s Economic Crisis
    May 2022

    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. 

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  • LSTA Issues New ESG Guidance
    LSTA Issues New ESG Guidance

    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.

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  • SEC Issues New Proposed Rules for Climate Change Disclosures
    SEC Issues New Proposed Rules for Climate Change Disclosures

    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.

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  • SEC Proposes Amendments to Beneficial Ownership Reporting Requirements
    SEC Proposes Amendments to Beneficial Ownership Reporting Requirements

    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.

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  • NABL U Presents The Institute
    NABL U Presents The Institute
    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."

  • Impact Investing – Elevating Racial Equity in the Municipal Bond Market
    Impact Investing – Elevating Racial Equity in the Municipal Bond Market

    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. 

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  • Independent Directors of Distressed Companies: Considerations for Appointment to the Governing Board
    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.

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  • Emphasis on ESG Continues into 2022
    Emphasis on ESG Continues into 2022

    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.

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