SAC and Cuban change little for most managers
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Taint Necessarily So: Third Circuit Holds that Taint Travels with Claim
A new decision by the Third Circuit Court of Appeals, In re KB Toys, Inc., may strongly influence the debate regarding whether a bankruptcy claim transferred on the secondary market is subject to disallowance based on acts of the original holder of the claim. As discussed in our prior alert, KB Toys concerned from objections…
Managers and Managing Members of Delaware LLCs May Face Default Fiduciary Duty Risks
Delaware amended Section 18-1104 of its Limited Liability Company Act (the “LLCA”) such that the managers and managing members of a limited liability company automatically owe fiduciary duties to the limited liability company and its members, unless the operating agreement expressly states otherwise. This change creates an impetus for managers and controlling members to check…
Allocation of “Ticking Fees” Under LSTA Par/Near Par Trade Confirmations
The Loan Syndications & Trading Association (the “LSTA”) recently issued a market advisory with respect to the allocation of “ticking fees” between a buyer and seller under an LSTA Par/Near Par Trade Confirmation (“Par Confirm”). “Ticking fees” is an informal market term that is used to describe two different types of payments made from a…
IRS Extends FATCA Deadlines by Six Months
On July 12, 2013 the Internal Revenue Service (the “IRS”) issued Notice 2013-43 (the “Notice”) extending the deadline for the implementation of the Foreign Account Tax Compliance Act (“FATCA”). In general, the FATCA deadlines have been extended by six months. With no final revised W-8 forms, intergovernmental agreements still in a state of flux and…
SEC Issues Changes to Rule 506 Allowing General Solicitation and Advertising in Certain Private Placements
On July 10, 2013, the Securities and Exchange Commission issued long awaited amendments to Rule 506 under Regulation D, one of the most widely used exemptions for selling securities without registration under the Securities Act of 1933 (the “Securities Act”). These amendments are mandated by the JOBS Act, which was passed last year, and will…
Felons and Bad Actors Prohibited From Using the Rule 506 Exemption
On July 10, 2013, the Securities and Exchange Commission approved final rules that disqualify securities offerings from relying on the safe harbor provided by Rule 506 of Regulation D under the Securities Act of 1933 if certain felons or other bad actors are involved in the offering. The rules were required by Section 926 of…
Ten Kleinberg Kaplan Attorneys Named 2013 New York Metro Super Lawyers
The firm is pleased to announce that Thomson Reuters has ranked 10 Kleinberg Kaplan attorneys as 2013 New York Metro Super Lawyers. Attorneys were selected by their peers and recognized for their work in several legal practice areas including business/corporate, business litigation, estate & probate, mergers & acquisitions, real estate, securities & corporate finance, and…
AIFMD Set to Take Effect in July 2013
Introduction This alert is a reminder to our clients of the Alternative Fund Manager’s Directive (“AIFMD”), which goes into effect as of July 21, 2013 for most European Union (“EU”) Member States, and its implications from the perspective of a US manager[1] that manages non-EU domiciled funds[2]. Managers who intend to “market” (see definition below)…
Adherence with the ISDA Dodd-Frank March 2013 Protocol
As discussed in our previous alert, End-user Adherence with the ISDA August 2012 Dodd-Frank Protocol, over-the-counter derivatives trades between dealers and end-users are generally governed by master agreement forms and other documentation published by the International Swaps and Derivatives Association, Inc. (“ISDA”). Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank…