In yet another of the many cases against Residential Mortgage Backed Securities (RMBS) trustees for their alleged responsibility for losses suffered by investors, Judge Jesse Furman of the Southern District of New York...more
The bankruptcy of Energy Future Holdings has spawned numerous decisions in the various segments of its Chapter 11 case. ...more
A case this past year, White Winston Select Asset Funds, LLC v. Intercloud System, Inc. (D.N.J. Oct. 3, 2017), addressed the enforceability of a breakup fee provision in a term sheet for second lien financing. ...more
In the recent case of Cortlandt St. Recovery Corp. v. Bonderman (NY Ct. Ap. Feb. 20, 2018), the New York Court of Appeals addressed the question of the limits on the authority of an indenture trustee to pursue remedial...more
A recent decision out of the federal district court in Nevada, BOKF, NA v. Estes D. Nev. March 2, 2018), addressed the interesting question of whether an indenture trustee for municipal bonds could be compelled to arbitrate...more
Unlike an opinion, an order of the court is often not from the pen of the judge. Typically, a court order is submitted to the judge after negotiation among the parties. So, when a disagreement arises among the parties...more
Indentures and other agreements governing complex, multitiered structured debt products will typically contain a series of reserves, the adequacy of whose funding will take precedence over payments to noteholders. While the...more
A recent case in New York State Supreme Court, One Williams Street Capital Management LP v. U.S. Education Loan Trust IV, LLC (Sup. Ct. N.Y. Cty. May 15, 2015), affords a useful opportunity to review the applicability and...more
8/4/2017
/ Article III ,
Bank of New York (BNY) Mellon ,
Bonds ,
Financial Fraud ,
Financial Institutions ,
Financial Instruments ,
Financial Markets ,
Merrill Lynch ,
NY Supreme Court ,
Standing ,
Transfer of Assets
In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more
Disclosure in the municipal securities markets has been a focus of the Securities and Exchange Commission for some time, but it has recently returned to center view with the SEC’s proposals for additions to the event-driven...more
In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more
The January 2017 issue of Debt Dialogue reported on a decision rendered in federal court for the Southern District of New York, Penades v. The Republic of Ecuador (SDNY Sept. 30, 2016), on the application of a no-action...more
A typical collateralized debt financing involves a variety of service providers that owe fiduciary duties to investors. In a recent decision handed down in New York State Supreme Court, Commonwealth Advisors, Inc. v. Wells...more
6/2/2017
/ Banking Sector ,
Best Interest Standard ,
Collateralized Debt Obligations ,
Fiduciary Duty ,
Investors ,
NY Supreme Court ,
Reimbursements ,
RMBS ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Wells Fargo
In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more
In a short decision, In re that Certain Indenture Date as of April 1, 2010 (MN Ct. App. April 3, 2017), the Court of Appeals of Minnesota recently addressed a challenge to the award of trustee fees and legal expenses brought...more
5/5/2017
/ Article III ,
Bondholders ,
Default ,
Distribution Rules ,
Federal Contractors ,
Indenture Trustee ,
Legal Fees ,
Municipal Bonds ,
Real Estate Development ,
Standing ,
Trustees
The Hart-Scott-Rodino Act requires parties to an acquisition of voting securities or assets to file a report form with the Federal Trade Commission (FTC) and Department of Justice (DOJ), and to observe a waiting period before...more
On April 5, as one of several enforcement actions relating to an alleged Ponzi scheme, the Securities and Exchange Commission settled an administrative enforcement action against a municipal bond underwriter accused of...more
Item 303 of Regulation S-K requires issuers to disclose in their annual reports on Form 10-K and quarterly reports on Form 10-Q “known trends or uncertainties that have had or that the registrant reasonably expects will have...more
Kramer Levin’s Debt Dialogue addresses recent developments and recurring issues that debt-focused investors commonly encounter in connection with enforcement of rights, interpretation of documentation and other relevant...more
3/31/2017
/ Banking Sector ,
Bankruptcy Code ,
Chapter 11 ,
Commercial Bankruptcy ,
Credit Default Swaps ,
Czyzewski v Jevic Holding Corp ,
Federal Jurisdiction ,
ISDA ,
Liquidity ,
SCOTUS ,
Structured Dismissals
This month’s issue of Debt Dialogue addresses the Second Circuit’s recent Marblegate decision, the controversy generated by last year’s Cash American decision, and payment of indenture trustee fees in bankruptcy, as well as...more
2/28/2017
/ Appeals ,
Bankruptcy Code ,
Chapter 11 ,
Commercial Bankruptcy ,
Corporate Restructuring ,
Debt Restructuring ,
Hague Convention ,
Lehman Brothers ,
Payment Terms ,
Redemption Agreement ,
Section 316(b) ,
Trust Indenture Act
This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more
1/27/2017
/ Bail-In Provisions ,
Books & Records ,
Collateralized Loan Obligations ,
Contract Formation ,
Corporate Issuers ,
Debt ,
Dodd-Frank ,
EU ,
Financial Institutions ,
Investment Adviser ,
Investment Company Act of 1940 ,
Junior Lenders ,
Meeting of the Minds ,
No-Action Clauses ,
Risk Retention ,
Senior Indenture ,
Senior Lenders ,
Successor Liability ,
Syndicated Loans