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Poyner Spruill LLP

Enemy of a Lender: Ambiguity in Loan Documents

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Loan document terms are ambiguous when they are reasonably capable of being interpreted in more than one manner. Contract law often provides that an ambiguous term in a loan document is interpreted against the drafting party....more

Latham & Watkins LLP

Can Lenders Stay in the Driver’s Seat? The Enforceability of Make-Whole Premiums in Bankruptcy

Latham & Watkins LLP on

Borrowers and lenders must both be aware of the risks relating to uncertainty regarding make-whole premiums in bankruptcy. The enforceability of “make-whole” premiums in bankruptcy has become a hotly contested issue in...more

Pillsbury Winthrop Shaw Pittman LLP

VietJet v FW Aviation: Latest Developments

Pillsbury Winthrop Shaw Pittman LLP on

In the context of security assignments, the judgment again emphasises the distinction between day-one assigned rights, on the one hand, and other rights and remedies exercisable only following an enforcement event, on the...more

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

Ward and Smith, P.A.

The Economic Loss Doctrine: A Valuable Shield for Lenders

Ward and Smith, P.A. on

Sometimes, they may even accuse you of causing them harm through negligence, breach of contract, or even breach of fiduciary duty. While the typical borrower-lender relationship doesn't create a fiduciary duty, certain...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

Farrell Fritz, P.C.

When Additional Obligations Don’t Derail CPLR 3213: Commercial Division Clarifies the Test

Farrell Fritz, P.C. on

Commercial loan documents are notoriously complex, packed with financial reporting requirements, compliance covenants, and collateral maintenance obligations.  For practitioners seeking the expedited relief of CPLR 3213’s...more

A&O Shearman

Third parties without benefits

A&O Shearman on

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

Clark Hill PLC

How Bankruptcy Courts Interpret Intercreditor Agreements: The Uncertainty of Judicial Perspective

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Intercreditor Agreements typically are contractual arrangements among lenders of similar or differing priorities to a single borrower secured by the assets of the borrower, often including real estate assets. These multiple...more

Shipman & Goodwin LLP

A Borrower Defaulted: Now What? Your Critical First Steps

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When a borrower defaults under a loan agreement, you face a dual challenge: time pressure demands swift action, while legal complexities require precision. Whether confronting missed payments, breached financial covenants, or...more

Mayer Brown

Understanding How ‘Course of Performance’ Principles Impact Financings

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EXECUTIVE SUMMARY - When contract language is ambiguous and the court is tasked with finding the intended meaning, interpretation principles – such as “course of performance” – may be used. But did you know this principle...more

Nelson Mullins Riley & Scarborough LLP

[Webinar] Navigating the Legal, Economic, and Business Challenges of the Coronavirus Pandemic - March 26th, 1:15 pm - 3:00 pm EDT

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Nelson Mullins will host a webinar on topics related to the COVID-19 outbreak on March 26. Topics to be presented: - Business Continuity, Force Majeure, and Potential Defenses to COVID-19 Related Contractual...more

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