News & Analysis as of

Board of Directors Lenders

King & Spalding

Aiding and Abetting Breach of Fiduciary Duty Claims Against Lender Survive Motion to Dismiss

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On April 26, 2023, the U.S. Bankruptcy Court for the District of Delaware denied in part and granted in part motions to dismiss a chapter 7 trustee’s breach of fiduciary duty and aiding and abetting claims. The defendants...more

Eversheds Sutherland (US) LLP

Whose right is it? Impact of bankruptcy on lender's prepetition exercise of proxy rights

In In re CII Parent, Inc., the Bankruptcy Court for the District of Delaware affirmed a secured lender’s prepetition exercise of its proxy rights and its subsequent removal and replacement of the directors/managers of the...more

Katten Muchin Rosenman LLP

Pre-Pack Regulation: Two Years On

It is now two years since the 30 April 2021 introduction of the Administration (Restrictions on Disposal etc. to Connected Persons) Regulations 2021 (the "Regulations") and a good time to look back at whether the Regulations...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead

The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more

Goodwin

Agencies Approve Final Rule: Computer-Security Incident Notification

Goodwin on

In This Issue. The Office of the Comptroller of the Currency (OCC), the Federal Deposit Insurance Corporation (FDIC) and the Board of Governors of the Federal Reserve System (together, the Agencies) issued a final rule...more

Allen Matkins

Looking For Stiffer Loan Terms?  Nevada May Be Able To Help

Allen Matkins on

Nevada's corporation law is quite protective of directors and officers.  Following the Delaware Supreme Court's decision in Smith v. Van Gorkum, 488 A.2d 858 (1985), the Nevada legislature amended the law to allow for...more

Locke Lord LLP

Delaware Decision Has Lessons for Lenders and Others

Locke Lord LLP on

On December 8, 2020, the Delaware Court of Chancery in Stream TV Networks, Inc. v. SeeCubic, Inc. upheld a unique structure established by secured lenders to protect their interests and in doing so the Court addressed a...more

Goodwin

ISS Publishes 2021 Proxy Voting Guidelines

Goodwin on

In the News. Institutional Shareholder Services (ISS) published its proxy voting guidelines updates for 2021, which include new and updated voting recommendations on federal forum and exclusive forum provisions in companies’...more

Goodwin

UK Corporate Insolvency and Governance Act 2020 Brings Significant Changes to Law

Goodwin on

The Corporate Insolvency and Governance Act 2020 received royal assent on 25 June 2020. Many of the provisions of the act are based on the bill which was initially proposed pre-COVID-19, with a framework having been set out...more

Goodwin

Financial Services Weekly Roundup: The OCC’s True Lender Test Embraces A Simplified Solution

Goodwin on

In This Issue. The Office of the Comptroller of the Currency (OCC) proposed a rule that would establish that a national bank or federal savings association is the “true lender” of a loan if, as of the date of origination, the...more

Goodwin

Financial Services Weekly Roundup: PPP Borrowers And Lenders Under The Microscope

Goodwin on

In This Issue. The U.S. Securities and Exchange Commission (SEC) proposed a new rule that would establish a revised framework for the fair value determination for purposes of the Investment Company Act of 1940 and have...more

Chambliss, Bahner & Stophel, P.C.

Small Business Financial Relief Through the Paycheck Protection Program

The CARES Act provides $350 billion to the Paycheck Protection Program to allow the Small Business Administration (SBA) to guarantee 100% loans (with interest rates not to exceed 4%) made by local SBA preferred lenders to...more

Perkins Coie

Business Immigration Considerations During the COVID-19 Pandemic

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Companies affected by COVID-19 must carefully consider immigration implications for all foreign national and expat employees, including issues of immigration compliance. Those businesses with employees working in the United...more

Harris Beach PLLC

Integrity and Oversight Processes in CARES Act Warrant Careful Review

Harris Beach PLLC on

The COVID-19 crisis has spurred unprecedented government action on multiple fronts, including the passage of the Coronavirus Aid, Relief, and Economic Security legislation (the “CARES Act”). The legislation is...more

Perkins Coie

Congress Opens Streamlined Reorganization Process to More Debtors

Perkins Coie on

An important improvement aimed at ensuring a faster, less expensive, and more tailored approach to reorganizations involving smaller businesses was embedded in the recent $2 trillion recovery package known as the Coronavirus...more

Pillsbury Winthrop Shaw Pittman LLP

CARES Act and FFCRA Revenue Stream Options for Nonprofit Organizations

Depending on size and tax-exemption status, nonprofit organizations may be eligible for federal relief. Nonprofit organizations can qualify for financial relief under certain provisions of the CARES Act, which is designed to...more

Buchalter

Buchalter Client Alert COVID 19: Treasury Department Releases Answers to the Paycheck Protection Program Loans Frequently Asked...

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The Treasury Department has recently published the Paycheck Protection Program Loans Frequently Asked Questions (PPP FAQs). The Treasury Department’s publication provides businesses and lenders desperate guidance related to...more

ArentFox Schiff

No Change To PPP for Dealers Submitting with Franchise Identifier Codes

ArentFox Schiff on

The SBA has released additional guidance regarding the application of certain affiliate rules applicable to the PPP. Any dealership with 500 or fewer employees is eligible to apply for a PPP loan. However, even if you are a...more

Foley Hoag LLP

The U.S. Small Business Administration Releases Additional Paycheck Protection Guidance

Foley Hoag LLP on

On April 6, 2020, the U.S. Small Business Administration (the “SBA”), in consultation with the Department of Treasury, issued a frequently asked questions page (the “FAQs”) as additional guidance on the implementation...more

Pillsbury Winthrop Shaw Pittman LLP

Zone of Uncertainty: Director Considerations in Responding to COVID-19

Directors managing the impact of the COVID-19 pandemic on the business must remember their fiduciary duties as they consider potential actions and approaches, including M&A and interested party transactions, and should...more

Mitchell, Williams, Selig, Gates & Woodyard,...

State and Local Government Assistance from the CARES Act

The Coronavirus Aid, Relief and Economic Security Act (CARES Act) provides an estimated $2 trillion stimulus package to assist individuals, small and medium-sized business as well as state and local governments during the...more

Seyfarth Shaw LLP

CARES Act Provides Potential Avenue of Recovery for Federal Contractors When Employees Cannot Work Due to COVID-19

Seyfarth Shaw LLP on

The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which became law on March 27, 2020, offers potential relief for federal contractors whose employees (1) cannot perform work on a site that has been...more

Kramer Levin Naftalis & Frankel LLP

Avoiding Board Observer Liability Under Section 11 of the Securities Act of 1933

Lenders and other constituencies will under certain circumstances request and be granted “board observer” rights pursuant to a loan agreement or other contract. The potential legal liability of board observers under various...more

White & Case LLP

Restructuring the next wave of cov-lite debt

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Cov-lite loans can leave lenders with limited restructuring options, but creative lenders will still find ways to bring debtors to the table - Recent data shows that investor protection in loan documents has fallen to its...more

Mintz

For closely held companies: Is there, or will there soon be, a significant lender in your life?

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Ten considerations for closely held companies incurring debt in connection with minority investments by private equity sponsors, growth financing, or dividend recapitalizations....more

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