Too Big To Fail in the Dodd-Frank Era
The UK Bank Resolution (Recapitalisation) Act 2025 has received royal assent and was published. The Act makes provision for recapitalisation costs in relation to the special resolution regime under the Banking Act 2009, in...more
Clearview Capital has announced the recapitalization of Advantage Behavioral Health. Advantage, founded in 2017 and based in Laurel Springs, New Jersey, is mental health treatment provider operating in nine states....more
On September 19, 2024, the US Court of Appeals for the Second Circuit issued a summary order in which it held that the “safe harbor” provision of Section 546(e) of the Bankruptcy Code preempted a bankruptcy trustee’s state...more
Until recently, two of the most important cases interpreting the Bankruptcy Code’s “safe harbor” provisions appeared to be in potential tension. First, in the U.S. Supreme Court’s 2018 Merit Management decision, the Supreme...more
The venture capital markets are experiencing a prolonged expansion in both the number and type of investors willing to make minority (non-controlling) investments. This heightened competition for investment opportunities and...more
The high yield bond markets in the US and Europe sprang back to life in Q1 2024, with issuance showing strong gains after a slow 2023. US high yield bond issuance for Q1 2024 came in at US$68.6 billion, almost doubling...more
What is the government proposing? The UK government (“HM Treasury”) has launched a Consultation setting out its proposals to amend the UK special resolution regime (“SRR”) to direct that the UK depositor guarantee scheme...more
The Staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) has recently begun issuing comment letters in the life sciences reverse merger (RM) context that involve a broadened...more
In this episode, partner Jana Kolarik of Foley’s Health Care Practice Group interviews partner Roger Strode of Foley’s Health Care and Transactional Practice Groups and Michael Ramey, managing principal of PYA's Strategic and...more
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
Thoughtful succession planning can pave the way for a smooth transition and a thriving future for a company and its stakeholders. Here are a few techniques that business owners should consider....more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery held that a covenant not to sue for breach of fiduciary duty, which was contained in a stockholder's agreement and modeled after the NVCA model...more
Physician recapitalization transactions are complex by nature and often present myriad issues. At Foley, in our representation of both investors in, and sellers of, physician practices, we note how often tax issues become...more
Il presente focus si propone di analizzare la recente sentenza del 12 ottobre 2022 con la quale il Tribunale UE ha annullato il provvedimento mediante cui la BCE aveva avviato la procedura di amministrazione straordinaria nei...more
On 28 October 2022, the European Commission adopted the second amendment to its State Aid Temporary Crisis Framework to support businesses affected by Russia's actions in Ukraine and the unfolding energy crisis. White &...more
On 12 January 2019, the Italian Government enacted Legislative Decree No. 14 (so called "business crisis and insolvency code (codice della crisi d’impresa e dell’insolvenza)", which entered into force on 15 July 2022 (the...more
On October 17, 2022, Justice Andrea Masley of the NY Supreme Court issued a decision and order denying all but one of the motion to dismiss claims filed by Boardriders, Oaktree Capital (an equity holder, term lender, and...more
Mining & metals companies can take advantage of low prices in the leveraged finance markets to manage their liabilities amid the expected recession. The current economic environment creates opportunities for the mining &...more
When the economy is stressed, corporations and their directors and officers must brace for a prolonged downturn. Unfortunately for some companies, filing for bankruptcy will be inevitable....more
If the rule isn’t that anything goes with enough votes, what is it? Experienced entrepreneurs and investors alike understand that equity dilution is a fundamental aspect of investing in corporations. This is especially...more
On August 12, 2022, the U.S. House of Representatives approved H.R. 5376, the “Inflation Reduction Act” (the Act), which was signed into law by President Biden on August 16, 2022. The approval and subsequent enactment follow...more
Dividend recapitalization activity plunged in the immediate aftermath of COVID-19 but, as markets recovered, investor appetite for recap deals swelled - Leveraged loan and high yield bond issuance specifically intended...more
Il Decreto Legge 16 luglio 2020 n. 76 (c.d. Decreto Semplificazioni) ha cercato di concretizzare i precedenti sforzi del governo italiano di supportare le operazioni di ricapitalizzazione delle società di capitali italiane...more
The provisions aim to help Italian companies overcome a lack of liquidity caused by the COVID-19 pandemic. Facilitation of capital increases - Law Decree no. 76 of 16 July 2020 (the Simplification Decree), converted...more
The fourth amendment extends and modifies the framework to support companies affected by COVID-19. On 13 October 2020, the European Commission (Commission) published a fourth amendment to the Temporary Framework for State...more