Client Alerts & Publications Archive

The market for distressed investment opportunities in the U.S. has shrunk considerably over the last few years. As a result, U.S. hedge funds have looked to Europe, but they have been disappointed by the minimal and highly selective opportunities.

On August 28, 2013, the Joint Regulators issued a comprehensive re-proposal of the risk retention rules required under Section 941 of Dodd-Frank.

Today the IRS published, in the Federal Register, proposed arbitrage regulations that are applicable to tax-exempt bonds and other tax-advantaged bonds (such as certain tax credit bonds, including qualified zone academy bonds).

 In this issue:

• Foreign Branch Deposits: FDIC Insurance and Depositor Preference
• Business Lending: Compliance with the Spousal Guaranty Provisions of the Equal Credit Opportunity Act
• Payroll Cards
• Fannie and Freddie Exempt from Chicago Ordinance

On August 28, 2013, the Joint Regulators issued a comprehensive re-proposal of the risk retention rules required under Section 941 of Dodd-Frank. 

The Securities and Exchange Commission recently lifted the longstanding prohibition against using general solicitation and general advertising in certain private offerings of securities, as mandated by the Jumpstart Our Business Startups Act.

Governor Patrick Quinn recently signed into law Senate Bill 56, which requires those acquiring foreclosed residential property to honor existing leases or give tenants adequate time to make a safe move.

In this issue:

• Update on Telephone Consumer Protection Act Rules and Recent Cases
• Update on Fair Lending and Indirect Auto Lending
• Mortgage Rules Update

The Securities and Exchange Commission, Commodity Futures Trading Commission and Financial Industry Regulatory Authority recently compiled a set of best practices and lessons learned on business continuity plans and disaster recovery procedures and released an advisory summarizing those findings.

The Municipal Securities Rulemaking Board recently requested comment on proposed rule changes that would consolidate the registration requirements of brokers, dealers, municipal securities dealers and municipal advisors into a single rule.

In an attempt to mitigate damages to tenants and communities as a result of foreclosures, improve rental property and prevent occupied properties from becoming vacant after foreclosures, the City of Chicago has promulgated the Protecting Tenants in Foreclosed Property Ordinance, effective September 3, 2013.

The staff of the Securities and Exchange Commission recently announced that it would not require advisers of private investment funds to hold non-transferable stock certificates or certificated LLC interests obtained in a private placement with a “qualified custodian” under the Investment Advisers Act of 1940 custody rule.

States play an important role in assisting municipalities in times of financial distress. Traditionally, states have attempted to supervise local government financing and limit volatility through the enactment of debt limitations and laws that permit the refunding of municipal obligations.

On June 5, 2013, the SEC proposed certain amendments to Rule 2a-7, which is the primary rule governing money market mutual funds under the Investment Company Act of 1940.

The Commodity Futures Trading Commission recently adopted final rules regarding compliance obligations for commodity pool operators of investment companies registered under the Investment Company Act of 1940.

On August 13, 2013, the Public Company Accounting Oversight Board proposed two auditing standards aimed at increasing the informational value of the audit report to promote the usefulness and relevance of the audit and the related audit report.

The Municipal Securities Rulemaking Board recently requested comment on whether to require dealers to seek “best execution” of customer orders for municipal securities and provide detailed guidance to dealers on how best execution concepts would be applied to municipal securities transactions. 

The Municipal Securities Rulemaking Board recently requested public comment on a consolidated fair pricing rule. The rule change would consolidate the requirements of current MSRB Rule G-18, Rule G-30 and related interpretive guidance into a single general fair pricing rule, Rule G-30. The MSRB proposal seeks to preserve the substance of the existing fairpricing requirements.

The Securities and Exchange Commission recently adopted amendments to the broker-dealer annual reporting, audit and notification requirements of Rule 17a-5 under the Securities Exchange Act of 1934.

The Securities and Exchange Commission recently adopted amendments to the broker-dealer net capital rule, customer protection rule and related rules under the Securities Exchange Act of 1934.

In a recent regulatory notice, the Financial Industry Regulatory Authority, Inc. provided guidance on disclosure of fees in communications concerning retail brokerage accounts and IRAs.

In this issue:

• OCC Issues Statement on Oversight of Debt Collection and Debt Sales
• Banking Regulators Encourage Financial Institutions to Work with Troubled Student Loan Borrowers
• Actions on Internet Lending

On July 29, 2013, in the first case of its kind, the Securities and Exchange Commission charged West Clark Community Schools, an Indiana school district, with falsely stating in an official statement that the school district was fully compliant with its duty to provide annual financial reporting and material event notices as required by prior continuing disclosure undertakings. 

On July 29, 2013, Governor Quinn signed into law House Bill 2418, as amended by Senate Amendments 2 and 3; Public Act 98-0115. The Act makes several changes to the Election Code, two of which are discussed in this client alert.

The US banking regulators have issued final Basel III-related capital rules.

On July 19, 2013, the Securities and Exchange Commission filed a Complaint in the U.S. District Court for the Southern District of Florida, charging the City of Miami and the its former Budget Director with violations of the anti-fraud provisions of the federal securities laws. The SEC also charged the Budget Director with aiding and abetting violations.

On July 12, 2013, the IRS released Notice 2013-43 postponing the start of FATCA withholding by six months, to June 30, 2014. Also, certain jurisdictions will be treated as having an effective IGA, even though that IGA may not actually have entered into force.

In this issue:

• Illinois Firearms Concealed Carry Act
• FinCEN Eases CTR Reporting Requirements for Certain Armored Car Deposits
• Debt Collection Activity and UDAAP

The Internal Revenue Code requires issuers of qualified zone academy bonds to spend 100 percent of the sale proceeds and investment earning thereon for qualified purposes within three years of the date of issuance of the QZABs.

In this issue:

•  FRB Guidance on Communication of Supervisory Findings
•  Mortgage Rules Update

On July 2, the Board of Governors of the Federal Reserve System adopted a final rule revising its risk-based and leverage capital requirements. The changes to the Advanced Approaches framework will be effective January 1, 2014 and the new Standardized Approach framework will be effective January 1, 2015. While we are still in the process of reviewing the rule and the release (it totals 971 pages), our initial impressions of the securitization sections of the rule are set forth in this client alert.

In this issue:

• Rule Governing Garnishment of Deposit Accounts Containing Federal Benefit Payments
• Updates to the Mortgage Rules
• Senate Hearing on Private Student Loans

The IRS recently released on its website Tax Exempt Bonds’ Publication 5091, Voluntary Compliance for Tax-Exempt and Tax Credit Bonds. Part one of the publication is an introduction to tax-advantaged bond compliance, intended to help issuers of tax-advantaged bonds comply with related Federal tax law requirements. Part two is a summary of the Tax Exempt Bonds’ Voluntary Closing Agreement Program (TEB VCAP).

On June 13, 2013, eight former members of the board of directors overseeing five registered investment companies advised by Morgan Keegan Asset Management, Inc. settled with the Securities and Exchange Commission, accepting a cease-and-desist order to cease committing certain violations of the federal securities laws stemming from inadequacies in the Funds’ fair valuation procedures.

In 2012 the Commodity Futures Trading Commission significantly narrowed the CFTC Rule 4.5 exclusion from the definition of commodity pool operator available to operators of investment companies registered under the Investment Company Act of 1940.

House Bill 2418, as amended by Senate Amendments 2 and 3, has passed both houses of the General Assembly and awaits action by the Governor. The Bill makes several changes to the Election Code, two of which are discussed in this alert.

On June 11, 2013, the Financial Industry Regulatory Authority released the Investor Alert Alternative Funds are not your Typical Mutual Funds as a part of efforts to raise investor awareness regarding registered funds that use investment strategies that differ from the typical buy-and-hold investment strategies.

FINRA recently posted a targeted examination letter to its website related to social media communications. Broker-dealers that receive the sweep letter are required to provide certain information to FINRA relating to their use and supervision of social media communications.

In this issue:

• American Bankers Association and Others Request Guidance on the New Mortgage Lending Rules and Fair Lending
• CFPB Study on Overdraft Programs
• Mandatory Arbitration
• CFPB Update on Mortgage Rules

In SIGA Technologies, Inc. v. PharmAthene, Inc., the Delaware Supreme Court held that under Delaware law agreements to negotiate in good faith in accordance with the terms set forth in a term sheet are enforceable.

The Division of Clearing and Risk of the Commodity Futures Trading Commission recently issued no-action relief for certain treasury affiliates within non-financial companies from the clearing requirements of Section 2(h)(1) of the Commodity Exchange Act.

in this issue:

• Checking Account Disclosures, Overdraft Practices and Dispute Resolution
• FDIC Settlements for Unfair and Deceptive Practices related to Reloadable Prepaid Cards
• CFPB Guidance on Refinancing Student Debts

In this issue:

• CFPB Amends Regulation Z to Help Enable Stay-at-Home Spouses/Partners to Qualify for Credit Cards
• Federal Reserve Board issues Guidance on Mortgage Collection, Loss Mitigation and Foreclosures
• CFPB Amends Regulation Z Ability-to-Repay Rule

Chapman's March 8 Client Alert on ABCP short-term structured financing was published in the May 2013 issue of The Banking Law Journal. 

On May 22, 2013 the Securities and Exchange Commission imposed a Cease-and Desist Order against the City of South Miami, Florida for violations of the anti-fraud provisions of Section 17(a) of the Securities Act of 1933.

House Bill 983, as amended by Senate Amendments 1 and 2, amends the alternate bond provisions contained in the Local Government Debt Reform Act of the State of Illinois for alternate bonds payable solely from enterprise revenues. “Enterprise revenues” means the revenues of a utility or revenue producing enterprise from which revenue bonds may be payable.

Beginning June 10, 2013, many securitization issuers could be required to submit newly executed interest rate swaps for clearing under Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) and implementing regulations.

The Commission’s recent Cease-and-Desist Order against the City of Harrisburg found that post-issuance financial information made available by the City and public statements made by City officials contained material misstatements and omissions, and violated the antifraud provisions of the federal securities laws.

In this issue:

• COPPA FAQS and Effective Date of the Revised COPPA Rule
• Update on Cell Phone Numbers and the Express Consent Requirement  under the TCPA