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McGlinchey Stafford

Ohio Appeals Court Finds Credence to “Show Me the Note” Theory in Foreclosure

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On June 21, 2024, the Ohio Second Appellate District reversed a trial court decision granting plaintiff summary judgment in a residential foreclosure action, finding that a competing lienholder’s discovery request for...more

DarrowEverett LLP

1031 Exchanges and the Complexities of Seller Financing

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With interest rates nearly the highest they’ve been in decades, but property prices still high, sellers and buyers are looking for ways to finance real estate transactions while also availing themselves of IRC § 1031’s...more

King & Spalding

Texas Bankruptcy Court Awards Majority Stake in Reorganized Debtor to Unsecured Creditors After Avoiding the Value of the...

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On August 3, 2023, the U.S. Bankruptcy Court for the Southern District of Texas found that the majority of the shares of stock of a reorganized debtor should be allocated to unsecured creditors, and not the secured creditors,...more

King & Spalding

Recognition of Part 26A Restructuring Plans in Germany

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German real estate company Adler recently made headlines by successfully implementing a €6bn restructuring by way of a UK Part 26A Restructuring Plan. The Plan involved the subordination of Adler’s existing notes to new money...more

Hogan Lovells

“Root-and-branch attack” successfully defended: issues from the Adler sanction decision examined

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On Friday 21 April 2023, the English High Court (Mr Justice Leech) handed down its reasons for sanctioning the Part 26A restructuring plan (the “Plan”) between AGPS BondCo plc (the “Plan Company”) and six classes of its...more

Ward and Smith, P.A.

In Foreclosure, Your Attorney Can Be Counsel or Trustee, But Not Both

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Five years ago, the General Assembly amended the foreclosure statute to prohibit an attorney who serves as trustee or substitute trustee from representing the noteholder or the borrower during a foreclosure proceeding.  ...more

Jones Day

Fifth Circuit Rules on the "Solvent-Debtor Exception" and Make-Whole Premiums

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In Short - The Situation: Courts have disagreed over whether a make-whole premium triggered by a borrower's bankruptcy filing must be disallowed as unmatured interest. They have also disputed whether the "solvent-debtor...more

Goodwin

TPC Bankruptcy and District Court Opinions Uphold Uptiering Transaction and Teach an Important Lesson on the Need for Express...

Goodwin on

A recent U.S. District Court for the District of Delaware opinion, In re TPC Grp. Inc., provided another instance of an uptiering transaction withstanding legal scrutiny and provides further support for the view that courts...more

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Delaware Bankruptcy Rulings Address Whether a Plan of Reorganization Can Deny a ‘Make-Whole’ Payment Without Impairing...

Takeaways - “Make-wholes” — one-off payments required if debt is prepaid or, in certain cases, otherwise accelerated — have generated litigation, with debtors contending they can continue to pay lenders under the debt’s...more

Latham & Watkins LLP

The Limits of Applying Reves v. Ernst & Young to DeFi and the Perils of Regulating Web3 by Enforcement

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The SEC’s reliance on a nebulous US Supreme Court decision raises important questions for the future of decentralized finance. Reves v. Ernst & Young,[1] a 30-year-old US Supreme Court decision on farmers’ co-ops, is...more

Alston & Bird

Who Calls the Shots with Trustees and Agents?

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In the first article of our new series providing key reference points for trustees and agents seeking guidance on their rights and duties, Corporate Trust & Agency – Law and Practice, our Finance and Litigation Groups...more

Miller Canfield

Operating Cash Flow Options for Michigan Public School Academies

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Many Michigan Public School Academies (PSAs) experience periodic operating cash-flow shortfalls during a school year, which often make it necessary for these schools to borrow on a short-term basis to cover the shortfalls....more

Jones Day

Texas Bankruptcy Court Allows Make-Whole Premium as Liquidated Damages and Requires Solvent Chapter 11 Debtor to Pay Postpetition...

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On October 26, 2020, the U.S. Bankruptcy Court for the Southern District of Texas issued a long-awaited ruling on whether natural gas exploration and production company Ultra Petroleum Corp. ("UPC") must pay a make-whole...more

Morris James LLP

Chancery Analogizes to Bylaw Provisions to Conclude that Noteholder was Bound to Forum Selection Clause in Amended Note

Morris James LLP on

Mack v. Rev Worldwide, Inc., C.A. No. 2019-0123-MTZ (Del. Ch. Dec. 30, 2020) - Plaintiff loaned defendant $2.5 million through six secured convertible promissory notes. Each of the notes contained an exclusive forum...more

Jones Day

Cram-Down Chapter 11 Plan Need Not Strictly Enforce Subordination Agreement

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In the latest chapter of more than a decade of contentious litigation surrounding the 2007 leveraged buyout ("LBO") and ensuing bankruptcy of media conglomerate Tribune Co. ("Tribune"), the U.S. Court of Appeals for the Third...more

Skadden, Arps, Slate, Meagher & Flom LLP

New York Court of Appeals Ruling Could Shift Negotiating Leverage to Holdout Noteholders in Out-of-Court Restructurings

The New York Court of Appeals’ recent 4-3 opinion in CNH Diversified Opportunities Master Account, L.P. v. Cleveland Unlimited, Inc., 2020 WL 6163305 (NY Oct. 22, 2020), could provide minority noteholders with additional...more

Holland & Knight LLP

Texas Bankruptcy Court Enforces Make-Whole Premiums and Postpetition Default Interest

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The U.S. Bankruptcy Court for the Southern District of Texas awarded on Oct. 26, 2020, a make-whole premium and post-petition interest at the contractual default rate (as opposed to the materially lower federal judgment rate)...more

Akin Gump Strauss Hauer & Feld LLP

A Step Closer to Legal Certainty for Holders of Chinese Keepwell-backed Bonds?

It was reported on November 3, 2020, that the Shanghai Financial Court had recognized an August 2018 Hong Kong judgment, which ordered a Mainland Chinese company, CEFC Shanghai International Group Limited (“CEFC”), to pay a...more

Kramer Levin Naftalis & Frankel LLP

New York Court of Appeals Distinguishes Marblegate, Holds Majority-Directed Strict Foreclosure Violates Indenture and Minority...

On October 22, 2020, in a 4-3 opinion, the Court of Appeals for the State of New York held that the right of certain dissenting minority noteholders to sue for nonpayment following a default survived a strict foreclosure,...more

Jones Day

New York's Highest Court Upholds Minority Noteholders' Rights Under Trust Indenture Act

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The Situation: In a sharply divided 4-3 decision, CNH Diversified Opportunities Master Account, L.P., et al. v. Cleveland Unlimited, Inc. et al., Case No. 42 (Oct. 22, 2020), the New York Court of Appeals reversed the courts...more

Patterson Belknap Webb & Tyler LLP

Rough Justice: Third Circuit Issues Important Decision on Unfair Discrimination

“Unfair discrimination is rough justice. It exemplifies the Code’s tendency to replace stringent requirements with more flexible tests that increase the likelihood that a plan can be negotiated and confirmed,” announced Judge...more

Dechert LLP

Second Circuit Affirms Enforceability of Swaps’ Flip Provisions

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Swaps, together with repurchase agreements, forward contracts, securities contracts and commodities contracts receive special treatment under the bankruptcy code-they are largely exempt from the automatic stay, bankruptcy...more

McGlinchey Stafford

Am I a party entitled to enforce a promissory note?

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Shareholder Derivative Lawsuit Aungst v. Light, 9th Dist. Summit No. 29349, 2020-Ohio-3347 In this appeal, the Ninth Appellate District affirmed the trial court’s decision, finding that when a shareholder’s derivative...more

Hogan Lovells

Debt Capital Markets – Global Insights – Spring 2020

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We are delighted to present the Spring 2020 edition of Hogan Lovells’ Debt Capital Markets Global Insights. This draws together a collection of articles from across our global network, reflecting on current events and topical...more

Carlton Fields

Real Property, Financial Services, & Title Insurance Update: Week Ending February 14, 2020

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Real Property Update - Foreclosure / Standing: Where plaintiff was substituted in as a party plaintiff after original note was filed with the court, introduction of original note bearing blank indorsement into evidence at...more

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