Commercial Law & Contracts, Securities Law, Bankruptcy

Rating Agency Developments - May 20, 2013

by Orrick - Structured Finance Group on 5/20/2013

On May 17, DBRS released its criteria for rating market-linked securities. On May 17, DBRS released a criteria report relating to Canadian bankruptcy and restructuring legal considerations. On May 15, Moody’s released its...more

Defense to Bankruptcy Preference Actions For Parties Engaged in Securities or Commodities Industry and Those Involved with Forward...

by Letitia Accarrino | Wilentz, Goldman & Spitzer P.A. on 3/22/2013

If your company is sued to recover money or property transferred to it by a debtor prior to the filing of its bankruptcy petition, be aware that there is a potentially dispositive defense under Section 546(e) of the...more

Court Finds Investment Advisor’s Payments to Customers Are Not Exempt From Avoidance Under Section 546(e) of the Bankruptcy Code

by Matthew Kremer | Cadwalader - Financial Restructuring on 3/8/2013

FCStone, a New York-based commodities brokerage firm, was recently ordered to return a transfer of $15.6 million to the bankruptcy estate of Sentinel Management Group. Approximately $1.1 million of this amount constituted a...more

MNPI and NDAs: The Alphabet Soup of Getting Restricted

by Philip Abelson, Martin Bienenstock, Vincent Indelicato | Proskauer Rose LLP on 2/25/2013

Investors wanting to equip and position themselves to negotiate a debtor's restructuring may temporarily relinquish their ability to buy and sell securities in exchange for access to material nonpublic information ("MNPI")....more

Rogers Towers: Forward Contracts for Commodities not Avoidable as Preferential Transfers

by Scott St. Amand, J. Ellsworth Summers, Jr. | Rogers Towers on 2/12/2013

Because debtors may avoid certain transfers and contracts entered into during the ninety days before they filed their bankruptcy petition, trade creditors are understandably nervous about entering into contracts with...more

Indemnification Claims Under the CCAA A - Caution for Underwriters, Auditors, Directors and Others

by Denise Bright, David Phillips, Chris Simard | Bennett Jones LLP on 1/25/2013

Indemnification clauses are often considered a critical component of risk mitigation strategies in legal relationships. However, as is well understood, the value of an indemnification clause, in the event it becomes...more

MMF Independent Trustees in Crisis: MMF Executives Sue Independent Trustees for Fraud and Waste of Corporate Assets

by Jay G. Baris, Kelley A. Howes, Oliver I. Ireland | Morrison & Foerster LLP on 1/24/2013

In a bizarre twist to the case of the money market fund that broke the buck, the investment adviser to the Reserve Primary Fund (Reserve Fund) and its principals sued the fund’s independent trustees, laying the blame for the...more

Private Equity Newsletter - Fall/Winter 2012: Recent Developments in Acquisition Finance

by Jeffrey M. Katz, Scott M. Zimmerman | Dechert LLP on 12/20/2012

Certain recent legal developments will likely impact acquisition finance. This article will survey some of the more notable ones. We discussed in the last newsletter the Eleventh Circuit Court of Appeals’ decision in...more

Reformers Eye Distressed-Debt Investors: Do hedge funds and other buyers of the securities of failed companies adversely affect...

by Bernstein Shur on 11/13/2012

The American Bankruptcy Institute’s commission studying reforms of the U.S. bankruptcy code has distressed-debt investors near the top of its agenda. But so far the institute's not getting much backing from the bankruptcy...more

Bankruptcy Court Determines that TBA Contracts Do Not Qualify as Customer Claims

by Katten Muchin Rosenman LLP on 12/21/2011

The United States Bankruptcy Court for the Southern District of New York issued a memorandum decision in the Lehman Brothers Inc. (LBI) liquidation proceeding confirming the LBI trustee’s determination that certain claims...more

Claims Under TBA Contracts Do Not Qualify as Customers’ Claims in Broker-Dealers’ Liquidation

by Dechert LLP on 12/20/2011

Judge James M. Peck of the United States Bankruptcy Court for the Southern District of New York on December 8, 2011 issued an opinion on a motion of the Lehman Brothers Inc. (“LBI”) trustee (“Trustee”) to confirm his...more

Bankruptcy Court Rejects Triangular Setoff Rights in ISDA Agreement

by Jackson Walker on 10/24/2011

On October 4, 2011, in the case of In re Lehman Brothers Inc., the Bankruptcy Court in the Southern District of New York (the "Court") held that a cross-affiliate setoff provision contained in a swap agreement was not...more

Contractual Rights Vanish Again in the "Bermuda" of Triangular Setoff

by Bracewell & Giuliani LLP on 10/10/2011

The enforcement of triangular setoffs in bankruptcy, where affiliates set off their claims against the debtor, received another setback in a recent decision in the Lehman bankruptcy cases. See In re Lehman Brothers Inc., No....more

CR&B Alert - Commercial Restructuring and Bankruptcy News - September 2011, Issue 3

by Reed Smith on 9/16/2011

In this Issue: CRAB Bites – Bad Boy Guaranties; CR&B Alert Case Update – Seventh Circuit Upholds Lenders’ Credit Bidding Rights in River Road Decision; Shareholders Permitted to Retain Ownership Under ‘New Value Exception’ to...more

Second Circuit Extends Reach of Section 546(e) to Redemption of Commercial Paper

by Dechert LLP on 7/8/2011

Introduction The Bankruptcy Code generally allows trustees and debtors-in possession to seek to avoid and recover fraudulent and preferential transfers made prior to bankruptcy. One of the exceptions to this general rule...more

Bankruptcy Court Limits Applicability of Section 546(e) Securities Safe Harbor to Public Securities

by Dechert LLP on 5/12/2011

Introduction Section 546(e) of the Bankruptcy Code provides a “safe-harbor” for certain transfers involving the purchase or sale of securities and protects those transfers from avoidance as constructive fraudulent...more

ISDA Master Agreement: High Court Interprets Section 2(a)(iii)

by Reed Smith on 2/18/2011

Introduction For all of the legal difficulties which market participants are facing in light of the insolvency of Lehman Brothers, the insolvency is providing the Courts with the opportunity to pass judgment on many of...more

Who’s At Fault? NY Court Ruling Shelters Auditors

by Barry Epstein on 1/25/2011

A recent NY court ruling may have set the stage for greater auditor protection, following a stricter interpretation of the in pari delicto doctrine in situations in which undetected accounting frauds have resulted in...more

Apocalypse Now? Will The Massachusetts Ibanez Case Unravel Widespread Irregularities In The Residential Securitized Mortgage...

by Richard Vetstein on 1/9/2011

Barely 24 hours old — the Massachusetts Supreme Judicial Court’s U.S. Bank v. Ibanez decision is already a huge national story. CNN-Money calls it a “beat down” of the big banks. Reuters says its a “catastrophe risk” for...more

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Commercial Law & Contracts › Securities Law › Bankruptcy