Client Alerts & Publications
- Client AlertFebruary 21, 2018
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.
- Client AlertFebruary 13, 2018
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.
- Client AlertDC Circuit Court of Appeals Holds That Open Market CLO Managers Do Not Have to Comply With Dodd-Frank Risk Retention RequirementsFebruary 9, 2018
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.
- Client AlertFebruary 8, 2018
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.
- Client AlertFirst 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 RuleFebruary 7, 2018
Czyzewski v. Jevic Holding Corporation made some court-watchers nervous that the decision would be applied broadly to disturb other bankruptcy-related distributions.
- Client AlertFebruary 6, 2018
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.
- ArticleFebruary 5, 2018
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.
- ArticleFebruary 2018
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.
- ArticleSenior Lender Considerations in Respect of Representation and Warranty Insurance in Middle Market Private Equity TransactionsFebruary 2018
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.
- Client AlertJanuary 31, 2018
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.
- Client AlertAll Is Not Lost: Courts Allow Debtors to Redeem Sold Real Estate Taxes in Bankruptcy to Avoid Losing Their PropertyJanuary 23, 2018
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.
- ArticleJanuary 22, 2018
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.
- Client AlertJanuary 12, 2018
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.
- Client AlertJanuary 11, 2018
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.
- Client AlertJanuary 3, 2018
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.
- Client AlertDecember 22, 2017
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.
- Client AlertDecember 21, 2017
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
- Client AlertTax Cuts and Jobs Act Would Eliminate Advance Refunding Bonds, Tax Credit and Direct Pay Bonds, Would Retain Private Activity Bonds and Stadium BondsDecember 19, 2017
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.
- ArticleFall 2017
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.
- Client AlertDiamonds Really Are Forever: Illinois Bankruptcy Court Concludes That Wedding Rings are Largely Exempt from the Bankruptcy EstateDecember 13, 2017
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.
- Client AlertDecember 7, 2017
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.
- Client AlertDecember 6, 2017
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.
- ArticleWhy the Assignability of Intellectual Property Licenses in Bankruptcy Might Not be Settled After AllNovember 2017
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.
- Client AlertLife is Not a Bowl of Cherries for PACA Claimant Objecting to Cash Collateral Use: In re Cherry Growers, Inc.November 27, 2017
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.