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Goulston & Storrs PC

Rethinking Liability Management in Club Deals and Direct Lending: Lessons from the Fifth Circuit’s Serta Ruling and Beyond

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On December 31, 2024, the Fifth Circuit Court of Appeals (the “Court”) struck down the controversial 2020 “uptier transaction” executed by Serta Simmons Bedding (“Serta”). The Serta case and several other state court and...more

Rivkin Radler LLP

Writing Off A Loan – Simultaneous COD Income and Bad Debt Deduction? Not Necessarily

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If you’ve been around closely held businesses long enough, you know that a transfer of money between a business and its owner, or between two related businesses, is sometimes characterized by the parties as a loan (“related...more

Mayer Brown

Serta and Mitel: The Latest Major Court Decisions on Uptier Transactions

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Summary: On December 31, 2024, two major appellate court decisions addressed the legality of uptier financing transactions—one involving Serta Simmons Bedding (“Serta”) and the other Mitel Networks Corporation (“Mitel”). Both...more

Orrick, Herrington & Sutcliffe LLP

Texas Supreme Court answers Fifth Circuit’s question on loans in ruling

On May 23, the Supreme Court of Texas ruled that the maximum permissible interest on a loan must be calculated using the declining principal balance rather than the initial total principal amount. This decision was in...more

BCLP

Third Party Rights - Welcome Guidance from the High Court

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There is a “a dearth of case law” on s1(1) of the Contracts (Rights of Third Parties) Act 1999 (Act), as observed by Lenon KC, the judge in the case of HNW Lending Ltd v Lawrence [2025] EWHC 908 (Ch). Whilst an accurate...more

A&O Shearman

Third parties without benefits

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Commercial contracts frequently exclude the ability of third parties to enforce contractual rights under the Contract (Rights of Third Parties) Act 1999. But, if the parties provide in general terms that a third party can...more

Orrick, Herrington & Sutcliffe LLP

U.S. Supreme Court rules misleading statements to FDIC not criminal

On March 21, the U.S. Supreme Court issued an opinion regarding the meaning of “false statement” in 18 U.S.C. § 1014 which defines terms for those who knowingly make a false statement or report. The case’s petitioner had...more

Pillsbury Winthrop Shaw Pittman LLP

High Court of England and Wales Decision Clarifies “Lender Discretion”

Borrowers and lenders negotiating commercial loan agreements should use precise contractual language to avoid having terms implied into their agreements. In MacDonald Hotels Limited & Anr v Bank of Scotland Plc [2025] EWHC 32...more

Sheppard Mullin Richter & Hampton LLP

Second Circuit Upholds Reverse Redlining Verdict Against Mortgage Lender

On February 14, a divided Second Circuit panel upheld a 2016 jury verdict which found that a mortgage lender violated, among other laws, the Equal Credit Opportunity Act (“ECOA”) by engaging in “reverse redlining” when it...more

A&O Shearman

Two Appellate Courts Weigh “Uptier” Transactions Under New York Law

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On December 31, 2024, the United States Court of Appeals for the Fifth Circuit and the New York Appellate Division, First Department, both issued decisions evaluating the validity of so-called “uptier” transactions under New...more

Orrick, Herrington & Sutcliffe LLP

Ninth Circuit upholds CFPB’s restitution order against lending company, affirming waiver of jury trial rights

On January 3, the U.S. Court of Appeals for the Ninth Circuit published an opinion in a case involving a consumer lending company’s appeal of the district court’s order to pay more than $134 million in legal restitution,...more

Ballard Spahr LLP

Colorado appeals to Tenth Circuit from Federal District Court order granting plaintiffs’ motion for a preliminary injunction in...

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On the very last day for filing an appeal, the Colorado Attorney General and UCCC Administrator filed a Notice of Appeal to the Tenth Circuit Court of Appeals of the Colorado federal district court’s order in favor of the...more

Proskauer Rose LLP

UK Tax Round Up - June 2024

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Welcome to the June edition of the UK Tax Round Up. This month features the latest Court of Appeal decision in a trilogy of recent cases regarding the loan relationship “unallowable purpose” test, an Upper Tribunal decision...more

Husch Blackwell LLP

Federal Appeals Court Blocks Department of Education's New Borrower Defense to Repayment Rules

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On Monday, the U.S. Court of Appeals for the Fifth Circuit issued a nationwide injunction blocking the U.S. Department of Education (ED) from implementing its new borrower defense to repayment (BDR) rules. The BDR rules,...more

Bradley Arant Boult Cummings LLP

A Good Day for Lenders: Texas Supreme Court Rules that Lenders Still Entitled to Equitable Subrogation for Non-compliant Home...

On April 24, 2020, the Texas Supreme Court upheld a lender’s right to equitable subrogation for non-compliant home equity loans, ruling that lenders who fail to cure within the statutorily mandated 60-day period may recoup...more

Patton Sullivan Brodehl LLP

A Loan In Default Can Still Be Assigned

Borrowers looking to invalidate a foreclosure sale often come up with interesting theories. One frequent strategy is to attack the validity of a prior assignment of the underlying note and deed of trust. As explained in...more

Troutman Pepper Locke

California Court of Appeal Rejects Tort Duty in Reviewing Borrower for a Loan Modification, Highlighting Split Among Intermediate...

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On August 5, 2019, the California Court of Appeal for the Second District held that a lender owes no “tort duty of care during a loan modification negotiation.” Sheen v. Wells Fargo Bank, N.A., ___ Cal.Rptr.3d ___, 2019 WL...more

Snell & Wilmer

There is No Crying in Baseball . . . Facility Construction

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The Utah Court of Appeals recently decided Camco Construction, Inc., et al. v. Utah Baseball Academy, Inc., et al., 863 Utah Adv. Rep. 58, 2018 UT App 78. The case involved the plan of Athletic Performance Institute LLC...more

Snell & Wilmer

What Types of “Damages Claims” Survive a Trustee’s Sale?

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Arizona’s trustee’s sale statutory scheme provides for the waiver of all defenses and objections to a trustee’s sale that: (i) are not raised prior to the sale, and (ii) do not result in an injunction against the sale going...more

Burr & Forman

Florida's Fourth DCA Confirms that a Borrower is in the Best Position to Know Their Own Financial Information

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The Fourth District Court of Appeal recently affirmed its prior decision in Vidal v. Liquidation Properties, Inc., 104 So. 3d 1274 (4th DCA 2013). Wells Fargo Bank, N.A. v. Hilary A. Williamson, Case No. 4D15-285, 2016 WL...more

Orrick, Herrington & Sutcliffe LLP

In Fontainebleau Appeal, Eleventh Circuit Confirms That Term Lenders Lack Standing To Enforce Revolving Lenders’ Commitments

Last week, the Eleventh Circuit Court of Appeals held that lenders in syndicated credit facilities do not have standing to enforce the funding commitment that other lenders owe to the borrower in the absence of specific...more

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