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New Environmental Due Diligence Requirements To Qualify For Purchase Liability Protections
In November 2013, ASTM International (“ASTM”) published “E1527-13 Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process,” (“E1527-13”) revising the process for evaluating whether a prospective purchaser of real...
Read MoreSecurities & Exchange Commission (SEC)
SEC Provides Guidance On “Bad Actor” Disqualifications In Rule 506 Regulation D Offerings
On December 4, 2013, the staff of the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance published additional guidance (the “Guidance”) on certain key issues with respect to the new “bad actor” provisions recently added to Regulation...
Read MoreBankruptcy & Restructuring
Third Circuit Holds That Claims Are Disallowable Under Section 502(d) Of The Bankruptcy Code No Matter Who Holds Them
In a recent opinion, the United States Court of Appeals for the Third Circuit (the “Third Circuit”) held that a trade claim that is subject to disallowance under section 502(d) of title 11 of the United States Code (the “Bankruptcy Code”) is similarly disallowable in the...
Read MoreAlternative Dispute Resolution (ADR)
New Rules Adopted By AAA Allow For Optional Review Of Arbitration Awards By A Panel Of Appellate Arbitrators
On November 1, 2013, the American Arbitration Association (the “AAA”) issued new Optional Appellate Arbitration Rules that allow for review of arbitral awards by a special appellate arbitral panel. Under the Federal Arbitration Act, an arbitration award may be set aside only by...
Read MoreBoard of Directors
FDIC Issues Advisory Statement Regarding D&O Insurance Policies, Exclusions And Indemnification For Civil Money Penalties
On October 10, 2013, the Federal Deposit Insurance Corporation (the “FDIC”) issued an advisory statement in response to its concern that there has been an increase in exclusionary terms contained in directors and officers liability insurance policies issued to depository...
Read MoreRegulatory & Compliance
CFTC Adopts Harmonization Rules Applicable To Registered Investment Companies That Do Not Rely On CFTC Rule 4.5
Commodity Futures Trading Commission Rule 4.5 provides an exclusion from the definition of “commodity pool operator” (CPO) for, among others, certain registered investment companies that trade commodity interests. Between late 2003 and the beginning of 2012, all registered investment...
Read MoreMergers & Acquisitions
Lies, Half-Truths, And Concealing Information: The Risks Of M&A Due Diligence
Since the Abry case in 2006,[1] sellers in mergers and acquisition transactions have increasingly tried to structure Acquisition Agreements to effectively nullify buyers’ common law fraud remedies. This trend, if taken to its extreme, would allow a seller to lie in diligence to induce a...
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