Federal Court Rules That Loans Are Not Securities

On May 22, 2020, the U.S. District Court for the Southern District of New York ruled in Kirschner v. J.P. Morgan. The court held that a syndicated term loan is not a “security” under state securities laws. Had the court found that loans are securities, such a ruling would have had profound consequences on the leveraged loan market.

To read the full text of this Duane Morris Alert, which provides a brief overview of the court’s holding and details the implications on the banking and financial services industry, please visit the firm website.

SBA Releases Interim Final Rule Regarding PPP – Lenders’ Perspective

On May 22, 2020, the United States Department of the Treasury and the U.S. Small Business Administration (SBA) released new guidance concerning the federal government’s Paycheck Protection Program (PPP) implemented under the CARES Act. The interim final rule sets forth responsibilities for both borrowers and lenders with respect to loan forgiveness review procedures and other matters. The interim final rule applies to all loans under the PPP, and, importantly, states that audits may be exercised in the SBA’s sole discretion, regardless of loan amount.

To read the full text of this Duane Morris Alert, please visit the firm website.

Remote Notarization as States Reopen

As states reopen in stages, we thought it would be a good time to update our 50-state chart on remote notarization.

In our original Alert, we noted that at the start of the shutdowns, some states already had remote notarization procedures in place; some states that didn’t have procedures quickly adopted stopgap measures to facilitate transactions during the crisis and others failed to address the issue.  As the pandemic progressed, many of these states ultimately adopted emergency statutes and orders, and others still did not take action.

Continue reading “Remote Notarization as States Reopen”

New Guidance Documents on Green Loan Principles and Sustainability Linked Loan Principles for a Post-COVID-19 World

While the world is currently focused on the impact of COVID-19 on the global economy, with “COVID-19 Bond” issuance easily outdistancing the current volume of green financing, it is time to consider post-COVID-19 activities. One positive effect of the pandemic is the demonstrable improvement of carbon levels and other environmental measures. So, as national governments consider measures to reopen their economies, lenders and borrowers may want to consider how best to finance the economies’ reemergence. Many hope to see an expansion in areas that stimulate growth in a more environmentally friendly manner.

To read the full text of this Duane Morris Alert, please visit the firm website.

 

CARES Act Amends the Fair Credit Reporting Act for Accommodations Extended to Consumers During COVID-19

Right now, many creditors may be considering making accommodations to consumers affected by COVID-19 by offering different ways to help ease the burden of existing debt obligations. In doing so, creditors should take care to follow the special credit reporting rules for such accommodations set forth in the recently passed Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Continue reading “CARES Act Amends the Fair Credit Reporting Act for Accommodations Extended to Consumers During COVID-19”

New COVID-19 UK Government Financing Options Available

The UK government recently announced a package of measures to provide liquidity to UK businesses during the COVID-19 pandemic. Two schemes are particularly useful for financing needs: the HM Treasury and the Bank of England COVID-19 Corporate Financing Facility and the British Business Bank Coronavirus Business Interruption Loan Scheme.

To read the full text of this Duane Morris Alert, please visit the firm website.

CARES Act Impacts Banking and Finance Industry

The Coronavirus Aid, Relief and Economic Security (CARES) Act includes wide-ranging provisions that will have direct and indirect impacts on the banking and finance industry.

One positive effect of the pandemic is the demonstrable improvement of carbon levels and other environmental measures. So, as national governments consider measures to reopen their economies, lenders and borrowers may want to consider how best to finance the economies’ reemergence. Many hope to see an expansion in areas that stimulate growth in a more environmentally friendly manner.

To read the full text of this Duane Morris Alert, please visit the firm website.

 

Climate Gentrification: Finding the “Hot” Real Estate of the Future

New York, or Kansas City? Miami, or Denver? With the mantra “location, location, location” always relevant to considerations of real estate investment, will climate change cause existing real estate market darlings to fall out of favor? Are concerns about the effects of climate change likely to drive investment away from US coastal hot spots and into the interior? A recent article in Forbes indicates that climate change will force a reckoning in the real estate market that will ripple across both residential and commercial real estate portfolios affecting owners, investors and lenders alike. Rather than seeking out oceanfront property, in future people will want to own a slice of heaven in a nice landlocked community and the more landlocked (and higher) the better! In the January 27 article “These Are The Cities Most People Will Move To From Sea-Level Rise,” the following cities are cited as beneficiaries from migration away from US coastal areas: Atlanta, Houston, Dallas, Denver, Las Vegas, and Austin. Whether these cities actually benefit from climate change migration remains to be seen, and some of these cities may themselves experience climate-related issues affecting their desirability (for example, higher ambient temperatures in the southern and desert regions of the US, and coastal storm threats, could drastically affect the livability of many of the cities cited in the article). Nonetheless, it is worth focusing on the basic premise of the article–climate change will significantly alter the thinking about where it is prudent to buy and invest in real estate. At this moment, it may be almost unthinkable that great US cities such as Miami and New York (which are on the list of the top 20 cities projected to experience the most significant losses due to climate change) may eventually go the way of Atlantis, but for the investor it is not premature to continuously consider these issues and evaluate one’s portfolio accordingly.

Climate Change to Impact . . . Finance?

With much attention currently on geographic locations around the world where the effects of climate change are thought to be keenly felt, including the fires in Australia, rising seas in coastal areas and receding glaciers in the Arctic zone, the potential effects of climate change on other aspects of human culture, such as economic decision-making, has not always generated the same headlines. That is, until a bombshell article published in the DealBook section of The New York Times on January 14 noted that the world’s largest asset manager would implement policies to evaluate investments based on issues of sustainability and climate change.  As explained in the article, in the annual letter sent by Laurence D. Fink, founder and chief executive of BlackRock, which has nearly $7 trillion in investments, to the CEOs of the largest companies in the world, BlackRock announced that it intends to exit investments to the extent they “present a high sustainability-related risk.”  Cited as potential targets for divestiture are fossil fuel businesses and companies whose management is not sufficiently focused on sustainability.  Mr. Fink insists that fiduciary concerns are driving these policies, not politics, suggesting that, in BlackRock’s view, shareholders should evaluate a company’s stewardship of the planet when considering the company’s stewardship of its own business.

BlackRock’s announcement was pivotal in that it was issued by a major institutional player in the capital markets and evidences a policy not just of funding “green projects,” a socially-conscious investment strategy that has been employed by other financiers, but of specifically targeting for divestiture companies engaging in business practices that may have deleterious effects on the environment.

Notably, the NYT article on BlackRock was not the only interesting news on the economic threats posted by climate change.  On January 16, The Wall Street Journal weighed in on this topic in “For the Economy, Climate Risks Are No Longer Theoretical.”  Writing for WSJ, author Greg Ip leads off with an observation on how the Australian bushfires will negatively affect the Australian economy, he then notes that “[c]limate has muscled to the top of business worries” and financial losses related to climate change may not be subject to successful hedging or recoupment through adaptation or insurance.

It remains to be seen whether BlackRock’s position is the start of a trend toward more focus by banks and other financial institutions on climate-related issues in their lending and finance activities, or whether BlackRock remains a lonely voice on this issue in the capital markets.

© 2009- Duane Morris LLP. Duane Morris is a registered service mark of Duane Morris LLP.

The opinions expressed on this blog are those of the author and are not to be construed as legal advice.

Proudly powered by WordPress