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Cadwalader, Wickersham & Taft LLP

Navigating the Grey Area, March 2025 - Navigating the Grey Area: Financial Covenant Amendments and the Doctrine of Purview

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The doctrine of purview under English law plays a critical role in determining whether amendments to a secured facility require reaffirmation or re-execution of guarantees and security. However, when it comes to adjustments...more

Cadwalader, Wickersham & Taft LLP

A Truly Bingeworthy Series July 2024 - Some Key Considerations When Lending to a Master-Series Fund

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Master-series funds are definitely not on our desks on a daily basis; however, they do arise from time to time, and certainly as transactions are becoming more and more bespoke. Care should be taken by lenders when lending to...more

Allen Matkins

Judge Rules That A Front For Mexican Cartel Had The Capacity To Protect Its Own Interests

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California Corporations Code Section 25118(b) provides an exemption from the state's usury limitations for loans.  The exemption is subject to several conditions.  One condition is the existence of either a preexisting...more

Skadden, Arps, Slate, Meagher & Flom LLP

A Decades-Old Question Answered: Term Loans Are Not Securities

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A recent appellate ruling, Kirschner v. JPMorgan Chase Bank, N.A., rejected the contention that syndicated term loans should be treated as securities, affirming the long-held view by market participants that these loans are...more

Latham & Watkins LLP

2nd Circuit Ruling Is Good For Syndicated Lending Stability

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On Aug. 24, the U.S. Court of Appeals for the Second Circuit issued its highly anticipated decision in the case of Kirschner v. J.P. Morgan Chase Bank NA. The three-judge panel unanimously upheld the district court's...more

Latham & Watkins LLP

Kirschner v. JP Morgan: Second Circuit Affirms That Syndicated Loans Are Not Securities

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Second Circuit upholds SDNY’s finding that under Reves syndicated loans are not securities under federal law. Introduction - On August 24, 2023, the US Court of Appeals for the Second Circuit issued its highly...more

Husch Blackwell LLP

Are Syndicated Term Loans Subject to Securities Laws?

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Syndicated term loans can be a significant piece of the capital stack when financing renewable energy projects; however, a crucial pending case in the U.S. Court of Appeals for the Second Circuit could complicate the use of...more

Goodwin

Debt Download - July 2023

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Welcome to Debt Download, Goodwin's monthly newsletter covering what you need to know in the leveraged finance market. Are the debt capital markets this summer as hot as the weather? Read on to find out!...more

Lowenstein Sandler LLP

Are syndicated loans actually securities? The SEC “is not in a position” to say.

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If you have been following the appeal in Kirschner v. JP Morgan Chase Bank, N.A., No. 21-2726, you know that the Second Circuit, following oral argument on the Trustee’s appeal of the District Court’s decision that the...more

A&O Shearman

The Scope of Article 8 Mandatory Choice-of-Law Rule

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The scope of the mandatory choice-of-law rule set forth in Uniform Commercial Code (UCC) section 8-110(a)(1), which provides that “the local law of the issuer’s jurisdiction . . . governs . . . the validity of a security,” is...more

White & Case LLP

Loan activity evolves in Latin America

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Latin American loan issuance has felt the effects of COVID-19 disruptions, but lenders have remained open for business as borrowers turn to bilateral loan revolving credit facilities for liquidity. Loan markets in Latin...more

White & Case LLP

Leveraged Loan Update: Millennium Court Decision Confirms Syndicated Loans Are (Still) Not Securities

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The Bottom Line: On May 22, 2020, the United States District Court for the Southern District of New York concluded that broadly syndicated term loans are not "securities". This decision is highly significant to the US...more

Herbert Smith Freehills Kramer

Is Bank Debt a Security?: Dangerous Implications of the General Motors Litigation

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GM’s term lenders had received $28 million in cash interest during the 90 days prior to GM’s filing, and $1.5 billion in full payment during the bankruptcy, subject to disgorgement if the term lenders proved to be...more

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