Insights

The National Credit Union Administration (NCUA) has released its 2025 Annual Performance Plan, outlining its strategic priorities, resource allocations, and regulatory focus for the fiscal year. This plan is built around three primary goals: ensuring a safe, sound, and resilient system of cooperative credit that safeguards consumers; enhancing financial well-being through access to equitable and affordable financial products and services; and optimizing organizational performance to effectively fulfill the NCUA’s mission. While the NCUA will remain centered on these primary goals, the shifts in federal administration in Washington, in particular among financial regulatory agencies, may signal potential changes to the NCUA priorities and this Plan.

On February 17, 2025, in light of the Supreme Court’s grant of a stay in the Texas Top Cop Shop case, the District Court stayed the nationwide preliminary injunction of the CTA issued in Smith v. U.S. Department of Treasury. As a result, the BOI reporting rules are now once again enforceable and in effect.

Chapman's quarterly Regulatory Update contains an overview of the latest regulatory actions, market happenings, and litigation and enforcement activity in the investment management space.

The US derivatives markets are renowned for their depth and innovation, drawing participants from across the globe. These markets have a long‑established history of trading futures contracts on US Treasury securities, US and non‑US stock indexes, and physical commodities, as well as listed options on these instruments. In recent years, new types of contracts based on novel asset classes and indices have emerged. Examples of these new asset classes include cryptocurrencies, volatility, environmental attributes, and macroeconomic indicators. In addition to listed contracts, over‑the‑counter (OTC) derivatives may be executed bilaterally and either submitted for clearing or maintained as bilateral transactions if they are not subject to mandatory clearing requirements.

On January 23, 2025, the Supreme Court granted a stay of the District Court’s nationwide injunction pending any further appeals. However, a different judge in the same District Court recently issued an order in a separate case (Smith v. U.S. Department of Treasury) which enjoined FinCEN from enforcing the CTA against the plaintiffs in the case and, notably, stayed the effective date of the BOI reporting rules.

On December 31, 2024, the U.S. Court of Appeals for the Fifth Circuit ruled that mattress company Serta Simmons Bedding, LLC (“Serta”) violated the “sacred right” of its lenders to ratable repayment by placing more than $1 billion of new super-priority debt that would have priority over its existing loans and offering to “purchase” or “exchange” only a portion of its existing indebtedness for such new indebtedness, The Fifth Circuit held that such an exchange was not a permitted “open market purchase” under the terms of the existing indebtedness. While still significant, this ruling underscores the importance of the language in existing and future debt instruments which could either facilitate or inhibit similar transactions involving “liability management” or “lender-on-lender violence”.

As reported in our recent series of Client Alerts, on December 3, 2024, the U.S. District Court for the Eastern District of Texas (the “District Court”) issued a nationwide preliminary injunction that temporarily blocked enforcement of the Corporate Transparency Act (“CTA”) and the U.S. Department of the Treasury's Financial Crimes Enforcement Network’s (“FinCEN”) related beneficial ownership information (“BOI”) reporting rules. On December 23, 2024, the Fifth Circuit Court of Appeals (the “Court of Appeals”) granted the government’s motion to stay the District Court’s preliminary injunction pending its appeal of that injunction order. As a result of the Court of Appeal’s ruling, FinCEN extended the reporting deadline to January 13, 2025. 

A well-trodden path for banks to achieve regulatory capital reductions by mitigating credit risk is through a synthetic securitization, either by issuing credit-linked notes (CLNs) or engaging in bespoke bilateral credit derivative transactions. These transactions—while complex to execute—offer the significant advantage of transferring risk on a large, diversified portfolio of obligors, allowing investors to evaluate credit risk on a statistical basis. This lessens the need for investor diligence at the level of individual obligations, which facilitates risk transfer on obligors for whom information might be limited or costly to digest.

Chapman wrote the book on the marketplace lending regulatory landscape that the entire industry has come to rely upon. First published in 2013, the 2024 update covers a vast array of topics affecting the marketplace lending industry.

The Division of Examinations of the Securities and Exchange Commission published its examination priorities for fiscal year 2025. The 2025 Exam Priorities reflect practices, products, and services the Division believes present heightened risks to investors and the U.S. capital markets.

The National Credit Union Administration (NCUA) has released its 2025 Annual Performance Plan, outlining its strategic priorities, resource allocations, and regulatory focus for the fiscal year. This plan is built around three primary goals: ensuring a safe, sound, and resilient system of cooperative credit that safeguards consumers; enhancing financial well-being through access to equitable and affordable financial products and services; and optimizing organizational performance to effectively fulfill the NCUA’s mission. While the NCUA will remain centered on these primary goals, the shifts in federal administration in Washington, in particular among financial regulatory agencies, may signal potential changes to the NCUA priorities and this Plan.

On February 17, 2025, in light of the Supreme Court’s grant of a stay in the Texas Top Cop Shop case, the District Court stayed the nationwide preliminary injunction of the CTA issued in Smith v. U.S. Department of Treasury. As a result, the BOI reporting rules are now once again enforceable and in effect.

Chapman's quarterly Regulatory Update contains an overview of the latest regulatory actions, market happenings, and litigation and enforcement activity in the investment management space.

The US derivatives markets are renowned for their depth and innovation, drawing participants from across the globe. These markets have a long‑established history of trading futures contracts on US Treasury securities, US and non‑US stock indexes, and physical commodities, as well as listed options on these instruments. In recent years, new types of contracts based on novel asset classes and indices have emerged. Examples of these new asset classes include cryptocurrencies, volatility, environmental attributes, and macroeconomic indicators. In addition to listed contracts, over‑the‑counter (OTC) derivatives may be executed bilaterally and either submitted for clearing or maintained as bilateral transactions if they are not subject to mandatory clearing requirements.

On January 23, 2025, the Supreme Court granted a stay of the District Court’s nationwide injunction pending any further appeals. However, a different judge in the same District Court recently issued an order in a separate case (Smith v. U.S. Department of Treasury) which enjoined FinCEN from enforcing the CTA against the plaintiffs in the case and, notably, stayed the effective date of the BOI reporting rules.

On December 31, 2024, the U.S. Court of Appeals for the Fifth Circuit ruled that mattress company Serta Simmons Bedding, LLC (“Serta”) violated the “sacred right” of its lenders to ratable repayment by placing more than $1 billion of new super-priority debt that would have priority over its existing loans and offering to “purchase” or “exchange” only a portion of its existing indebtedness for such new indebtedness, The Fifth Circuit held that such an exchange was not a permitted “open market purchase” under the terms of the existing indebtedness. While still significant, this ruling underscores the importance of the language in existing and future debt instruments which could either facilitate or inhibit similar transactions involving “liability management” or “lender-on-lender violence”.

For the fifteenth consecutive year, Chapman received a 100% score on the annual Corporate Equality Index and was named among the Best Places to Work for LGBTQ+ Equality by the Human Rights Campaign Foundation.

As reported in our recent series of Client Alerts, on December 3, 2024, the U.S. District Court for the Eastern District of Texas (the “District Court”) issued a nationwide preliminary injunction that temporarily blocked enforcement of the Corporate Transparency Act (“CTA”) and the U.S. Department of the Treasury's Financial Crimes Enforcement Network’s (“FinCEN”) related beneficial ownership information (“BOI”) reporting rules. On December 23, 2024, the Fifth Circuit Court of Appeals (the “Court of Appeals”) granted the government’s motion to stay the District Court’s preliminary injunction pending its appeal of that injunction order. As a result of the Court of Appeal’s ruling, FinCEN extended the reporting deadline to January 13, 2025. 

A well-trodden path for banks to achieve regulatory capital reductions by mitigating credit risk is through a synthetic securitization, either by issuing credit-linked notes (CLNs) or engaging in bespoke bilateral credit derivative transactions. These transactions—while complex to execute—offer the significant advantage of transferring risk on a large, diversified portfolio of obligors, allowing investors to evaluate credit risk on a statistical basis. This lessens the need for investor diligence at the level of individual obligations, which facilitates risk transfer on obligors for whom information might be limited or costly to digest.

Chapman wrote the book on the marketplace lending regulatory landscape that the entire industry has come to rely upon. First published in 2013, the 2024 update covers a vast array of topics affecting the marketplace lending industry.

The Division of Examinations of the Securities and Exchange Commission published its examination priorities for fiscal year 2025. The 2025 Exam Priorities reflect practices, products, and services the Division believes present heightened risks to investors and the U.S. capital markets.