Comptroller of the Currency Indicates That It Will Not Enforce Leveraged Lending Guidance
Joseph Otting, the head of the Office of the Comptroller of the Currency, announced on February 27, 2018 that banks no longer need to adhere to Leveraged Lending Guidance when providing leveraged financing.
Instruments of Finance – The Deposit Account Control Agreement
For a secured lender, cash is often the most critical piece of collateral. Borrowers generally keep cash in deposit accounts at a bank. Thus, a lender will want to obtain a perfected security interest in those deposit accounts in order to have a perfected security interest in that cash.
Preparing for An Initial Debt Financing
The Increasing Movement Away from LIBOR and the Development of New Reference Rates
In a detailed speech HERE given on January 9, 2018 at the annual Primary Dealer Meeting in New York City, Lorie Logan, Senior Vice President of the Federal Reserve Bank of New York, discussed the movement away from the use of the LIBOR rate as a reference rate and the development of new reference rates as possible substitutes.
Changes To Connecticut Uniform Power Of Attorney Act
The Connecticut Uniform Power of Attorney Act (“CUPOA”) establishes rules for the creation of powers of attorney including those that survive after the party granting the power (the “principal”) to a third party (the “agent”) becomes incapacitated, missing or detained.
Pepsi Can’t Dodge Copyright Claims Over Super Bowl Ad
A federal judge refused to dismiss a copyright lawsuit over Pepsi’s time-traveling 2016 Super Bowl ad, allowing an advertising firm’s case to proceed to discovery. The advertising firm is represented by Mark S. Gregory with Martin LLP.
Federal Reserve Adopts Rule Regarding Swap Termination Provisions
On September 1, 2017, the Federal Reserve Board adopted a rule (the “Rule”) that will require banks that are deemed “global systemically important banking organizations” (“GSIBs”) and the United States operations of foreign GSIBs to amend their hedging agreements and certain other agreements (known as “qualified financial contracts” or “QFCs”) to add limitations on the ability of the counterparties (“Counterparties”) to those agreements to exercise termination rights and cross-default rights against GSIBs.
Bench Trial Clears Attorney of Mishandling Estate Eviction
On June 14, 2017, Judge Donna Heller of the Connecticut Superior Court issued a Memorandum of Decision dismissing all claims against a Fairfield attorney accused of breach of fiduciary duty while he served as executor of an estate. Mark Gregory of Martin LLP defended Thomas Drew at the four-day trial in Stamford.
Restrictive Covenants: Potential Impact on Private Equity Acquisitions of Statutory Limitations
As state legislatures in a growing number of states have adopted or are considering adopting legislation with respect to restrictive covenants, a private equity sponsor and its counsel considering a portfolio acquisition need to assess the potential impact of statutory limitations on restrictive covenants. This article discusses the statutory landscape in the U.S. and identifies some of the questions that should be addressed in any analysis of the enforceability of restrictive covenants in the context of a private equity acquisition.
Restrictive Covenants: A New Level of Scrutiny
Recent national attention to the issue of non-competition covenants has once again highlighted the question of what criteria are necessary for a court to enforce restrictions on former employees in their ability to engage in competitive activities. In light of current developments, this article discusses some of the requirements for creating a reasonable and enforceable non-competition covenant.
When Founders Recruit Friends and Family as Investors
In his book, The Founder's Dilemmas: Anticipating and Avoiding the Pitfalls That Can Sink a Startup, Harvard Business School Associate Professor Noam Wasserman tells readers how to anticipate, avoid, and, if necessary, recover from the landmines that can destroy a nascent company before it has the chance to thrive.
Representation and Warranty Insurance
A summary of rep. and warranty insurance including: target markets, policy coverage, exclusions, capacity, pricing, and much more!
U.S. Acquisitions by Non-U.S. Persons
In this article, our partner, Andrew W. Nelson, highlights certain U.S. federal and state laws and other issues that non-U.S. individuals or companies should consider when making U.S. acquisitions.
Establishing an Advisory Board for Your Company
In this article, we outline the advantages to early-stage growth companies of establishing an Advisory Board, and items to consider when choosing Advisory Board members.
Succession Planning for Business Owners: Are ESOPs the Secret Weapon?
Bloomberg Law Reports: Labor & Employment
The Impact of Dodd-Frank on Compensation Committees
Implications of the Dodd-Frank Wall Street Reform and Consumer Protection Act for members of Compensation Committees of public companies.
How Thick is the Armor Protecting Your Management?
Understanding the range of mandatory and permissive indemnification rights under the law.
Why Profits Interest May Be More Attractive than Incentive Stock Options (ISO's)
Profits interests in limited liability companies can be structured to have the benefits of stock options, but with more attractive tax treatment for the recipient.
Planning for an Exit
Why having an exit strategy is an important consideration when building your business.
Is Venture Capital Funding Right for Your Business?
This article focuses on the myriad aspects, both positive and negative, of venture capital financing.
The Liability of Directors and Officers of a Delaware Limited Liability Company
A limited liability company has historically been considered an attractive structure for an entity based upon its flexibility in organizational structure (like a corporation or partnership), its taxation as a pass-through entity (like a partnership) and the owners' limited liability for actions and debts of the company (like a corporation). Based on two recent Delaware court decisions, there are now more reasons to favor LLCs.
How to Get Acquired - Without Losing Control of Your Vision
The founders of the Google App "Manymoon" provide valuable lessons to consider when selling a business to a larger company.
Keeping the Lines of Communication Open
Patrick Hull, a serial entrepreneur and angel investor, explains in this article from The New York Times - DealBook why consistent communications and strong relationships with investors will make it easier for companies to raise capital and leverage resources for their growth.
Breaking Through Barriers to Growth
Starting a successful business is often considered the hardest thing entrepreneurs do-but growing an existing venture may be even more difficult. Many companies get stuck on a plateau that inhibits their ability to grow. In his article, Breaking Through a Growth Stall, Harvard Business School Faculty Member Frank V. Cespedes discusses the process to allow businesses to break through barriers to growth.
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