Finance Law and Banking Law

The SEC has proposed sweeping changes to performance fee rules that would allow all regulated funds—including mutual funds and ETFs—to charge performance fees on capital gains and appreciation, while simultaneously expanding access by redefining who qualifies as eligible to pay such fees. The proposal introduces a 20% cap on performance fees, new governance requirements, and enhanced disclosure obligations that could fundamentally reshape how investment advisers structure compensation arrangemen

Business development companies (BDCs) have become a critical financing source for private equity-backed small- and middle-market companies while offering investors attractive private credit exposure. As the BDC market matures, sponsors and investors are increasingly exploring alternative structures, joint ventures with institutional investors, and evolving co-investment arrangements. The regulatory landscape continues to shift with proposed SEC rulemakings that could expand retail access to private markets

The SEC's Office of the Chief Accountant and Division of Investment Management have issued guidance emphasizing rigorous valuation processes for private credit assets, particularly addressing fair value measurement challenges for illiquid instruments. This statement underscores the agency's heightened scrutiny of private fund managers' valuation practices, calling for enhanced documentation, robust calibration methods, and transparent investor disclosures that go beyond boilerplate language.

Arizona's new State Affordability Infrastructure District framework becomes operational on September 14, creating unprecedented opportunities for developers to finance public infrastructure through a statewide vehicle. As the first formation petitions are prepared, critical decisions about district boundaries, financing structures, and bond capacity will determine the success of projects across the state.

Electric generation projects rarely get built, let alone financed, without a long-term contract locking in revenue. That contract, referred to as an offtake agreement, determines whether a project can attract limited-recourse debt and whether investors are willing to commit capital to construction.

How do U.S. leveraged finance and project finance transactions differ in their treatment of hedging counterparties within senior secured credit structures? This analysis examines the documentation architecture, eligibility frameworks, governance mechanics, waterfall priorities, and enforcement coordination that distinguish these two markets' approaches to integrating hedges into collateral packages.

A New York court examines whether a mortgage foreclosure action dismissed for lack of standing validly accelerated the loan debt, determining the application of statute of limitations rules when the original plaintiff lacked authority to bring suit. The decision addresses competing interpretations of CPLR §213(4)(b) and establishes precedent for when lenders may claim a mortgage was not validly accelerated.

A federal court in New York denied a defendant's emergency motion to halt a foreclosure auction just hours before the scheduled sale, rejecting arguments that the underlying mortgage was unconscionable and finding no basis to vacate an earlier summary judgment. The ruling underscores the narrow scope of post-judgment relief and the high bar for obtaining last-minute injunctive relief in mortgage foreclosure cases.

When a bank has previously sold an asset to an affiliate with recourse and that asset subsequently becomes low-quality, can the bank legally repurchase it? The answer depends critically on the asset's quality status at the time of the original sale, creating important documentation requirements for financial institutions.

An Ohio-based bank holding company has announced a $728.1 million all-stock acquisition of a Maryland-based bank holding company, creating a combined institution with approximately $14 billion in assets. The transaction will push the acquirer over the critical $10 billion asset threshold, triggering direct CFPB supervision and additional regulatory requirements.

Unitranche facilities have become increasingly prevalent in modern financing, offering a blended senior-junior structure documented through a single loan agreement. As this credit product continues to evolve beyond its middle-market origins, questions arise about the enforceability of agreement-among-lenders provisions in bankruptcy proceedings and how courts will treat the unique single-lien structure when disputes emerge between first-out and last-out tranches.

Partner Kalish Mullen discusses the current LBO financing market landscape, highlighting how strong market liquidity is creating opportunities for quality borrowers to negotiate better terms. He provides strategic guidance on key considerations for management teams navigating financing agreements in an environment of elevated borrowing costs and economic uncertainty.