Finance Law and Banking Law

In bankruptcies, a debtor or trustee may claw back legitimate payments the debtor made to its creditors within 90 days prior to filing of bankruptcy. In general terms, a preference claim is a transfer made (a) to or for the benefit of a creditor; (b) for or on account of antecedent debt owed by the debtor; (c) while the debtor was insolvent (liabilities exceed assets); (d) within 90 days before the bankruptcy petition was filed or one year if made to an insider; (e) such that it allows the creditor to receive more than it would have received if the debtor had not made the payment and the claim was paid through the bankruptcy process.

Debt-for-equity (D4E) exchanges can be part of a structure in a tax-free spin-off transaction. If structured successfully within the confines of commercial, tax, legal and regulatory parameters, D4E exchanges enable a parent company (ParentCo) to complete the spin-off of an entity (SpinCo) on a tax-free basis and de-lever.

The SEC's Division of Corporation Finance has issued a new exemptive order that significantly reduces the minimum offering period for certain tender and exchange offers involving non-convertible debt securities from 20 business days to just five business days. This order supersedes previous guidance and establishes new conditions under which issuers and their wholly-owned subsidiaries can conduct abbreviated debt tender offers.

The NAIC has proposed significant revisions to statutory accounting principles that would restrict bond treatment for multi-collateral structured credit investments deemed to carry "significant embedded asset-liability management risk." This analysis examines the regulatory concerns driving the proposal, evaluates whether the proposed framework appropriately addresses those concerns, and identifies potential unintended consequences for insurance company investors and the broader structured credit markets.

The NAIC Statutory Accounting Principles Working Group has exposed three significant proposals that could reshape how insurers classify and report certain investments. These initiatives address asset-backed securities with embedded asset-liability management risk, residential mortgage loan definitions and reporting requirements, and the treatment of Insurance Company Owned Life Insurance policies, with potential implications for risk-based capital charges and regulatory transparency.

The global CLO equity fund market is experiencing a cautious reopening after a period of tight arbitrage and challenging economics. With U.S. CLO issuance approaching $230 billion in the first half of 2026 and major platforms successfully raising billion-dollar funds, captive and third-party CLO equity fund structures are evolving rapidly as managers deploy sophisticated structuring technologies to provide stable execution capacity and attract institutional capital seeking diversified credit exposure with s

In the world of banking regulation, corporate structure matters. One of the most significant structural designations a banking organization can achieve is that of a financial holding company (FHC). This post explains what an FHC is, how it differs from a standard bank holding company (BHC), and how a BHC elects to become one.

Banks face significant restrictions on how they market and price products under anti-tying provisions, but the combined-balance discount exception offers a strategic pathway for relationship-based pricing. Understanding which products qualify and how to properly aggregate household balances can unlock meaningful flexibility while maintaining regulatory compliance.

Bank holding companies often hold equity stakes in portfolio companies under multiple legal authorities, but what happens when merchant banking authority combines with Section 4(c)(6) holdings? Understanding how these combined ownership positions trigger Regulation W's affiliation presumption is critical for compliance with covered transaction restrictions.

The U.S. Supreme Court may soon decide whether federal derivatives law preempts state sports gambling regulations, while the SEC proposes eliminating its controversial pay-to-play rule for investment advisers. Federal regulators also clarify how financial institutions can discuss suspicious transactions with customers without violating confidentiality requirements.

Prediction markets have rapidly evolved from a niche financial sector into one of the fastest-growing areas of the derivatives industry, attracting institutional investors, exchanges, and heightened regulatory scrutiny. As the CFTC, courts, and industry participants work to define the regulatory framework for this emerging asset class, questions around market structure, customer protection, and risk management have moved to the forefront. Katten's Financial Markets and Regulation team provides cutting-edge

Moore & Van Allen's Derivatives & Trading team provides comprehensive analysis of recent CFTC and SEC enforcement actions, proposed regulations on crypto assets...