Client Alerts & Publications Archive

At an open meeting this morning, August 27, 2014, the SEC unanimously adopted final rules under Regulation AB that substantially revise the offering process, disclosure and reporting requirements for registered offerings of asset-backed securities (ABS).

On August 27, 2014, the Federal Reserve Board announced that an open meeting will be held on September 3 to vote on final regulations implementing the liquidity coverage ratio (LCR) requirement in the United States

On August 18, 2014, the Municipal Securities Rulemaking Board released for public comment draft amendments the Proposed Amendments) to existing Rule G-37, which restricts “pay to play” practices by regulating certain activities by brokers, dealers and municipal securities dealers.

This evening, the SEC announced that it is holding an open meeting at 10:00 a.m. (EST) on Wednesday, August 27, 2014, to vote on adoption of Regulation AB II and additional Dodd-Frank implementing regulations.

A Nebraska bankruptcy court recently upheld the longstanding principle that a creditor filing a proof of claim may seek the entire amount due despite amounts collected from other obligors who may be jointly and severally liable for the debt.

Under the American Taxpayer Relief Act of 2012, qualified renewable energy generation facilities that began construction prior to January 1, 2014 are eligible to receive the renewable electricity production tax credit under section 45 of the Internal Revenue Code or, in lieu thereof, the energy investment tax credit under section 48 of the Code.

All litigators have written the phrase: “Subject to and without waiving the foregoing objections, see documents attached hereto.” Despite its frequent use, this phrase may soon join the assemblage of overused and outdated legalese.

Three Chapman-authored articles were published in the July/August 2014 issue of Pratt's Journal of Bankruptcy Law.

The Municipal Securities Rulemaking Board recently announced its intent to move forward with several actions aimed at enhancing price transparency for municipal securities.

The Harvard Law School Forum on Corporate Governance and Financial Regulation posted an article based on a recent Chapman Sidebar. 

The SEC announced modifications to its Municipalities Continuing Disclosure Cooperation Initiative on July 31, 2014.

Pratt's Journal of Bankruptcy Law republished a Chapman Client Alert. 

The Municipal Securities Rulemaking Board has released for public comment a revised draft of its proposed Rule G-42 on the duties of municipal advisors.

On July 23rd, the SEC adopted final amendments to Rule 2a-7 under the Investment Company Act of 1940.

Given today’s low interest rate environment, the enforceability of make-whole provisions has been the subject of intense litigation as debtors seek to redeem and refinance debt entered into during periods of higher interest rates, and investors seek to maintain their contractual rates of return. This trend has come to the forefront most recently in two separate cases, one filed in Delaware and the other in New York.

In this issue:

• Interagency Guidance on Home Equity Lines of Credit Nearing Their End-of-Draw Periods

• Mortgage Rules Update: Application of the Ability to Pay Rule

On July 8, 2014, the Securities and Exchange Commission issued its first cease-and-desist order under its Municipalities Continuing Disclosure Cooperation initiative.

The recent Chicago federal criminal trial of Cherron Phillips, a.k.a. “River Tali El Bey” has shed some public light on the “sovereign citizen” movement and their insidious practice of “paper terrorism” of filing false liens against public officials, judges, police officers, corporations and banks.

In a much anticipated decision that could have significantly changed the landscape of our federal courts and agencies, the United States Supreme Court’s recent decision in Executive Benefits Ins. Agency, Inc. v. Arkison left the bankruptcy world in the status quo, leaving many of the larger constitutional issues unanswered.

In this issue:

• A Creditor May Obtain a Judicial Lien upon Distributions from a Trust
• Attorneys Beware! Executing a Proof of Claim May Be a Waiver of Privilege
• Lenders' Obligations under the Servicemembers Civil Relief Act

A recent Chapman Insight on proxy advisory firms was posted by the Harvard Law School Forum on Corporate Governance and Financial Regulation.

A recent Chapman Client Alert was published in the May—June issue of the Journal of Passthrough Entities.

In this issue:

• CFPB Spring 2014 Supervisory Highlights
• CFPB Spring 2014 Rulemaking Agenda
• Changes to OCC Large Bank Supervisory Process

On June 2, 2014, the United States Environmental Protection Agency issued a proposed a rule aimed at cuttingcarbon pollution from existing fossil-fuel fired power plants pursuant to President Obama’s Climate Action Plan.

On May 2, 2014, the IRS released Notice 2014-33, offering transitional relief for the enforcement and administration of FATCA.

The 2014 proxy season, like previous seasons, has provided shareholders of public US companies with an opportunity to vote on a number of corporate governance proposals and director elections.

In 2013, the Securities and Exchange Commission brought a number of enforcement actions in the municipal market that not only reinforced the agency’s commitment to regulating the municipal market, but also brought about a number of firsts for the SEC’s municipal securities enforcement program.

A defaulting borrower and its guarantors, owing millions of dollars, claim that a series of emails sent to the lender’s attorney constitutes a legally binding settlement agreement to modify the loan agreement and to settle the matter for pennies on the dollar.

On May 19, 2014, the Staff of the Office of Municipal Securities of the Securities and Exchange Commission issued additional guidance on the SEC’s registration rules for municipal advisors.

The Municipal Securities Rulemaking Board recently announced the approval and effectiveness of its new fair-pricing rule. Amended MSRB Rule G-30 consolidates dealer fair-pricing obligations into a single rule on prices and commissions for principal and agency transactions in municipal securities.

Two recent bankruptcy court decisions from the District of Delaware and Eastern District of Virginia raise serious concerns for secured lenders and purchasers of secured loans in the secondary market.

In this issue:

• Proposed Amendments to Mortgage Rules
• CFPB Fair Lending Report
• Update on City of Chicago Vacant Property Ordinance

While the common law has long held that an individual is liable for those tortious acts he or she personally commits, the Illinois Appellate Court’s decision in Dass v. Yale, 2013 IL App. (1st) 122520, appears to insulate limited liability company members from liability for torts personally committed while acting within their role for the LLC, unless the articles of the organization contain a contrary provision and the member has consented in writing to adoption of the provision or to be bound to the provision.

On February 18, 2014, the Federal Reserve issued the final version of new Regulation YY establishing “enhanced prudential standards” for large bank holding companies and large foreign banks operating in the United States.

A bill that would allow a taxing district subject to the Property Tax Extension Limitation Law to seek referendum approval to increase its aggregate extension has passed the Illinois State Senate and is now being considered by the House of Representatives.

In this issue:

• Unfair, Deceptive or Abusive Acts or Practices
• Remittance Transfer Rule
• CFPB Advisory Encourages Student Loan Borrowers to Request Co-Signer Release
• FFIEC Joint Statement - Distributed Denial-of-Service (DDoS) Cyber-Attacks

An article by Chapman partner Larry White was published in the Late Winter 2014 issue of IGFOA's Dispatch newsletter.

As providers of utility service to federal government offices, most investor owned utility companies are “federal contractors” subject to the Equal Opportunity rules established and enforced by the U.S. Department of Labor’s Office of Federal Contract Compliance Programs.

The Basel Committee on Banking Supervision released its final Supervisory Framework for Measuring and Controlling Large Exposures (Large Exposures Framework) today.

In this issue:

• Garnishment of Accounts Containing Federal Benefit Payments
• Coming Up - Prepaid Card Fee Disclosures
• CFPB 2013 Consumer Response Annual Report

On April 8th, each of the OCC, the Federal Reserve Board and the FDIC (collectively, the "Agencies") voted to adopt a final rule that strengthens supplementary leverage ratio standards for large, interconnected U.S. banking organizations (the "Final Rule").  

On April 8, the OCC, the Federal Reserve Board and the FDIC (collectively, the "Agencies") adopted a notice of proposed rulemaking (the "Proposed Rule") to implement revisions to the denominator measure for the supplementary leverage ratio ("SLR"). 

On April 7th, the Federal Reserve Board (the Board) announced that it intends to allow banking entities two additional one-year extensions to conform their ownership interests in and sponsorship of certain collateralized loan obligations (CLOs) covered by the Volcker Rule.  

The thought of more litigation can be intimidating, but through awareness of the process, working with your attorney to focus the issues, and analyzing the possibility of a recovery, the process can be mastered and work in your favor to turn your paper judgment into cash.

The Financial Industry Regulatory Authority, Inc. recently filed proposed advertising rule changes with the Securities and Exchange Commission.

On March 29, Governor Herbert signed into law 2014 Senate Bill 179, which amends various provisions of the Utah Procurement Code, Title 63G, Chapter 6a, Utah Code Annotated.

The FDIC has announced that the Board of Directors will meet in open session at 2:00 PM on April 8th to discuss, among other things, a notice of proposed rulemaking to implement revisions to the denominator measure for the supplementary leverage ratio (“SLR”). 

Today, the SEC has extended the comment period on Regulation AB to April 28, 2014. 

Last month, the Sustainability Accounting Standards Board published its first standards calling for financial institutions to voluntarily collect, quantify and report data relevant to their environmental, social and governance performance.