News & Analysis as of

Lenders Liability

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

Cadwalader, Wickersham & Taft LLP

From Mistake to Misconduct, April 2025 - Beyond the Boilerplate

The term “boilerplate” originates from the printing industry, where “boilerplate” referred to metal plates with standardized text used for newspapers and other publications. In legal documents and contracts, boilerplate...more

Jones Day

Uptiers in 2025: Impact of the Serta and Mitel Decisions on Liability Management Exercises

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Late last year, the U.S. Court of Appeals for the Fifth Circuit and the Appellate Division of the Supreme Court of the State of New York issued important rulings regarding the validity of uptier “liability management...more

Holland & Knight LLP

American Tire: Rubber Hits the Road in Non-Ratable Chapter 11 Liability Management Transaction

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Minority senior secured lenders in syndicated deals rely on, among other provisions, the "sacred right" protections contained in the credit documents to protect the benefit of their bargained-for agreement: primarily, that...more

Proskauer Rose LLP

The Evolving New Normal 2024 Private Credit Restructuring Year in Review

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In many ways, 2024 continued existing trends in private credit: modest levels of M&A activity, competition among direct lenders to deploy capital, higher-for-longer interest rates, persistent inflation, elevated default...more

Akin Gump Strauss Hauer & Feld LLP

Serta - Fifth Circuit Decision

On December 31, 2024, the U.S. Court of Appeals for the Fifth Circuit issued its long-awaited decision regarding the permissibility of the Serta Simmons Bedding (Serta) uptier liability management exercise (the 2020 Uptier)...more

Morrison & Foerster LLP

Latest Uptier Decisions in Serta and Mitel Remind Contract Language Matters

The caselaw on “uptiers” as liability management exercises (LMEs) grew by two opinions on the last day of 2024. In Serta, the Fifth Circuit reversed the bankruptcy court’s blessing of the pre-bankruptcy uptier and...more

A&O Shearman

UK Financial Conduct Authority Supports Expedition of Appeals of Motor Finance Decisions

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The U.K. Financial Conduct Authority has published a letter addressed to the Supreme Court regarding the applications for permission to appeal to the SC and requests for expedition in the recent motor finance commission...more

Goulston & Storrs PC

Mitigate Risks of Lender Liability Claims When Reworking Troubled CRE Loans

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I recently had the opportunity to present during a Strafford CLE webinar on strategies for mitigating the risks of lender liability claims when reworking troubled commercial real estate loans. A central theme throughout the...more

Allen Barron, Inc.

The Due Diligence of an Asset Purchase

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The due diligence of an asset purchase is quite often given less priority and attention than it should (read: must) warrant. An asset purchase transaction is often quite complex financially and legally. The buyer agrees to...more

White & Case LLP

Creditor protections in liability management transactions

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Liability management transactions which may favour a subset of creditors over another are increasingly common in the US leveraged finance markets. 2024 may be seen as the year in which these US imports began to make a real...more

Strafford

[Webinar] Erroneous Payment Provisions in Loan Agreements: Common Features; LSTA Form; Negotiation Tips - Fine Tuning Revlon...

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This CLE webinar will explore the evolution of erroneous payment provisions in credit agreements as a result of the infamous Revlon case. The panel will review provisions developed by market participants, including language...more

Patton Sullivan Brodehl LLP

Guarantor Liability: Assignment of Note Doesn’t Automatically Assign Guaranty Too

Obligations reduced to a promissory note are often accompanied by a written guaranty. The law treats the guaranty as an independent obligation. A case recently decided by California’s First District Court of Appeal —...more

King & Spalding

Washington Appellate Court Holds that Doctrine of “Account Stated” Precludes Claims Against Lender

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On February 23, 2022, the Washington Court of Appeals applied the doctrine of “account stated” to shield a lender from liability. South Sound RV Park obtained financing from Niwara to purchase a recreational vehicle park....more

Arnall Golden Gregory LLP

Lender Liability Is Not Dead: A Recent Case Presents a Warning for Lenders (and a Roadmap for Borrowers)

A recent decision from the U.S. Bankruptcy Court for the Northern District of Texas illustrates that aggressive lender action can lead to “lender liability” in a loan workout. Bailey Tool & Mfg. Co., et al. v. Republic Bus....more

Hicks Johnson

Guidance for MSLP Lenders: How to Minimize Litigation Exposure

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While the Main Street Lending Program (“MSLP”) was designed to ameliorate economic harm caused by the COVID-19 pandemic, it leaves lenders open to possible litigation exposure if borrowers fail to satisfy their obligations....more

King & Spalding

The Small Business Administration Publishes PPP Interim Final Rule Providing Details about Lender Responsibilities and Potential...

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The Small Business Administration (SBA) published yet another Interim Final Rule on June 1, 2020 addressing various aspects of Paycheck Protection Program (PPP) loans. The June 1 rule provides additional detail about the...more

Pillsbury Winthrop Shaw Pittman LLP

Personal Guaranties May Not Deter Property Owner Bankruptcies

Lenders should plan for real estate owner bankruptcies despite having a non-recourse carveout guaranty triggered by the owner’s bankruptcy filing. Real estate bankruptcies may occur despite personal guaranties because...more

Goulston & Storrs PC

Lender Liability in the COVID-19 Era – It May Not Always Be About Control

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Lender liability typically refers to the situation where a lender exercises such a high degree of control over the day-to-day activities of the borrower that it becomes exposed to claims that otherwise would be asserted...more

Seyfarth Shaw LLP

COVID-19’s Potential Effect on Lender Liability

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COVID-19 has not only created red tape for us—sheltering-in-place, staying six feet away from others, wearing masks in public—but it also has created new red tape for lenders. Each day new federal and state legislation, as...more

Vinson & Elkins LLP

[Webinar] Distressed Debt and Looming Maturities: Liability Management and Restructuring Strategies in the Time of COVID-19 -...

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In this presentation, a cross-disciplinary panel of lawyers from our debt capital markets, restructuring, and tax practices will discuss methods for reducing debt balances, addressing impending debt maturities, and improving...more

Vedder Price

Federal Safe Harbor from Liability Expanded for Aircraft Lenders and Lessors

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After many years of congressional stalemates, the long awaited five-year reauthorization for the Federal Aviation Administration (the FAA) became federal law when signed by President Trump on October 5, 2018 (the...more

Vedder Price

Global Transportation Finance Newsletter - December 2018

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In This Issue: - Federal Safe Harbor from Liability Expanded for Aircraft Lenders and Lessors - ICAO CORSIA Update: Compliance Complexities Under ICAO’s New Carbon Offsetting Scheme Federal Safe Harbor from Liability...more

Gray Reed

Louisiana Lender Not Liable for Lease Violations

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The Louisiana Supreme Court’s reversal of lower courts in Gloria’s Ranch, L.L.C. v. Tauren Expl., Inc. eliminates a major source of anguish for Louisiana energy lenders and their borrowers. You might recall our report on the...more

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