Big Boys Don’t Cry, But Fraudsters Do

By Evan Flaschen “Big boy” disclaimers are a staple of the debt syndication and trading marketplaces. While their enforceability vis-à-vis an SEC fraud investigation has always been suspect (due to public policy considerations), they are generally viewed as creating an enforceable contract between the syndicator/seller and the buyer themselves. The theory is that a sophisticated […]

The Real “New Normal” Four ABLs on the Illusion of Perception

By Christopher Moraff There’s been a lot of talk lately about when the economy will enter full recovery mode and what the so-called “new normal” will look like. A decisive indicator of this transition, and one that is of special interest to those of us in commercial finance, is the state of the lending environment.On […]

Control Agreements — Avoiding a Potential Pitfall

In the wake of the recent financial crisis, it has become apparent that in many respects cash is indeed king, particularly as a form of collateral. Thus, secured parties would be wise to ensure that they have a properly perfected security interest in a debtor’s deposit accounts. In that regard, secured parties should consider adding […]

Views From the Bench: Insights From Bankruptcy Judges & Attorneys on Bankruptcy Rule 2019

On April 8, 2010, ABF Journal in partnership with the New York Institute of Credit and the Philadelphia Chapter of the Turnaround Management Association, held an Education & Networking Conference in Villanova, PA. In Session 4, bankruptcy judges, bankruptcy attorneys led by moderator Mark Indelicato discussed a variety of topics, one of them being Bankruptcy […]

The In Re Tousa Fraudulent Transfer Decision: Impacts on Debt Trading, Derivatives Trading, Commercial Lending

A recent decision in the U.S. Bankruptcy Court for the Southern District of Florida, In re Tousa,1 has received widespread attention for its near wholesale rejection of insolvency “savings clauses,” and the resulting order requiring lenders to disgorge hundreds of millions of dollars. The decision raises numerous practical problems for participants in the secondary loan […]

In the Wake of the Credit Crisis… A Study of U.S. Strategic M&A Transactions

By Ariel J. Deckelbaum and Judith R. Thoyer, Partners; Didier Malaquin and Frances F. Mi, Counsel; and Daniel B. Levine, Associate Paul Weiss Rifkind Wharton & Garrison Key Observations: How Deals Are Getting Done The boom and bust of the credit cycle has had a tremendous impact on the strategic M&A marketplace. During the cycle�s […]

United States: Second Circuit Rules Bank Loan Underwriter Eligible for Overtime Pay

On November 20, 2009, the U.S. Court of Appeals for the Second Circuit in the case of Whalen v. J.P. Morgan Chase & Co., No. 08-4092 (2d Cir. November 20, 2009) held that a loan underwriter employed at J.P. Morgan Chase & Co. (Chase) was not covered by the administrative exemption from the overtime requirements […]

PART I: UCC Insurance for Secured Lenders: Improved Risk Management in a Fragile Economy

Although the fourth-quarter 2009 has shown modest signs of stabilization in consumer sectors, the nation�s economy remains fragile, with many indicators suggesting a broadening of the credit crisis to commercial and corporate sectors of the economy. Particularly exposed is the credit quality and capital of secured lenders, the reliability of traditional underwriting tools employed by […]

IMO Car Wash — Valuation in the Context of a UK Scheme of Arrangement

In the case In Re Bluebrook Limited and other companies (IMO) [2009] EWHC 2114, the UK High Court considered the basis on which to value the business of a company in the context of a scheme of arrangement under the UK Companies Act 2006. The court�s approach was to focus on the price that a […]

The Estate as the Buyer’s Partner in §363 Sales

Recently, a bankruptcy judge with a long tenure on the bench told a group gathered at an insolvency conference that the bench�s role in overseeing modern commercial bankruptcy cases amounts to running a laundry service, as most cases involve little more than putting the debtor in the bankruptcy washing machine to cleanse its valuable assets […]