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LIBOR Transition – ISDA Prepares to Launch 2020 IBOR Fallbacks Protocol and Supplement

Following a favorable review from the Antitrust Division of the U.S. Department of Justice, the International Swaps and Derivatives Association (“ISDA”) announced on October 9, 2020 that it intends to publish a protocol, along with updates to its standardized documentation to provide for fallback rates and procedures to account for the potential discontinuation of certain…

Client Alerts | October 19, 2020 | Derivatives | Investment Management

SEC Proposes New “Finder” Exemption Registration

In an effort to assist small businesses raise capital, on October 7, 2020, the Securities and Exchange Commission (the “SEC”) voted to propose a new limited, conditional exemption (the “Proposed Exemption”) from the broker-dealer registration requirements of Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for natural persons who…

Client Alerts | October 16, 2020 | Securities and Corporate Finance

SEC Amends Rule 14a-8 To Raise the Bar for Shareholder Proposals

SEC Amends Rule 14a-8 To Raise the Bar for Shareholder Proposals On September 23, 2020, the Securities and Exchange Commission (the “SEC”) announced that it had voted to adopt amendments to Rule 14a-8 and the process for shareholder proposals (the “Amendments”).1 The Amendments purport to “modernize” the shareholder proposal process, but in practice will limit…

Client Alerts | September 29, 2020 | Hedge Funds | Investment Management | Investor Activism

Safer Than Ever: Nine West Decision Buttresses Bankruptcy Safe Harbor

A recent decision by a New York district court confirms that the defendant-friendly holding of the Second Circuit’s Tribune decision (discussed in our prior alert) will be applied broadly to benefit defendants and rejects efforts by plaintiffs to work around Tribune. The decision, In re Nine West LBO Securities Litigation, reaffirms the vitality of the…

Client Alerts | September 22, 2020 | Creditors’ Rights and Bankruptcy Litigation

Go West! Delaware Forum Selection Clause Nullified by California Constitution

On July 29, 2020, the Superior Court of California, County of Los Angeles, handed down a decision with potentially great significance to parties to contracts with Delaware forum selection clauses. West v. Access Control Related Enterprises, LLC In 2017, plaintiff William West (“West”) sued his former employer, Access Control Related Enterprises, LLC (“ACRE”) in California,…

Client Alerts | September 3, 2020 | Commercial and Corporate Litigation | Employment Litigation

All’s Fair That Is Not Unfair: Third Circuit Refuses To Strictly Enforce Subordination Agreement In Cramdown

The Third Circuit Court of Appeals has affirmed the confirmation of a plan of reorganization that did not strictly enforce the subordination provisions of certain public debt issuances. The decision, In re Tribune Co., illustrates limits to the utility of subordination agreements and provides a new standard for the implementation of the “unfair discrimination” test…

Client Alerts | September 2, 2020 | Creditors’ Rights and Bankruptcy Litigation

The Impact on Fund Investors and Fund Managers of the New Regulations on the Business Interest Expense Limitation under Section 163(j)

The Tax Cuts and Jobs Act (the “TCJA”), enacted on December 22, 2017, made significant changes to Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the deductibility of business interest expense. For tax years 2018 through 2025, Section 163(j) of the Code generally limits a taxpayer’s business interest expense…

Client Alerts | August 25, 2020 | Business Advice and Planning

For Whom the Rent Tolls: Decision Suggests Tenants May Be Relieved of Rent Obligations

A recent unreported decision by a New York bankruptcy court suggests that commercial tenants whose operations were suspended under mandatory shutdown orders as a result of the pandemic may be able to escape their rent obligations that relate to the shutdown period. Background The debtor in the case, In re Edison Price Lighting, Inc., is…

Client Alerts | August 18, 2020 | Creditors’ Rights and Bankruptcy Litigation | Real Estate Litigation | Leasing

Helping Clients Navigate COVID-19 (Updating)

Kleinberg Kaplan is working closely with our clients to provide counsel and guidance during these unprecedented times. A selection of our recent thought leadership pieces related to the implications of COVID-19 includes: Corporate Considerations  The PPP Just Got Better (June 10, 2020): Chris Davis, Dov Kleiner, Uri Rosenwasser and Benjamin Goldman discuss the key highlights of the…

Client Alerts | August 18, 2020 | Business Restructuring and Reorganization | Creditors’ Rights and Bankruptcy Litigation | Derivatives | Distressed Real Estate Assets | Employment Litigation | Estate Planning and Administration | Hedge Funds | Investment Management | Investor Activism | Leasing | Mergers & Acquisitions | Nonprofit and Tax-Exempt Organizations | Private Equity Funds | Securities and Corporate Finance | Special Situations and Credit