Dechert OnPoint: SEC Publishes OCIE Risk Alert on LIBOR Transition Preparedness Examination Initiative

Regulators have been increasing their scrutiny of LIBOR transition efforts as they ramp up messaging stressing that the time to act is now.   The Securities and Exchange Commission’s Office of Compliance Inspections and Examinations (OCIE) issued a National Exam Program Risk Alert to introduce a LIBOR Examination Initiative on the upcoming discontinuation of, and transition from, LIBOR and includes a detailed document request list. To read more about the OCIE’s Risk Alert check out this Dechert OnPoint. You can also stay up to date with key developments in the LIBOR Transition by following Dechert’s LIBOR transition page.

Rick Jones on The TreppWire Podcast

Crunched Credit’s own Rick Jones spoke with the TreppWire team for their latest podcast. Covering everything from the future of CMBS to the Great Recession, the conversation was wide reaching. Be sure to tune in for more on Rick’s interview with Sam Zell, how we’re headed for a “square root” recovery and why this “light speed recession” isn’t the only problem facing commercial real estate. You can listen to the episode in its entirety here: Legal and Regulatory Challenges in CRE with Rick Jones.

Does the Golden Share need to follow the Golden Rule?

Everyone, including the least empathic in our society (aka, lawyers), knows that we should seek to uphold the golden rule and “do unto others…” with respect to family, friends, and acquaintances, but does this also apply in the corporate world?  Apparently so, as a Delaware bankruptcy court just ruled that preferred shareholders with a bankruptcy-filing blocking right (also known as a “Golden Share”) must consider the effects on other shareholders and all other creditors when exercising such right.  This bench ruling departed from the path taken by the Fifth Circuit, which had concluded that a minority shareholder’s blocking right, as exercised, did not impose a fiduciary duty on the shareholder.  The Delaware court, in splitting from the Fifth Circuit, reasoned that federal public policy requires courts to look at what is in the best interest of all parties and prioritizes debtors’ constitutional right to file bankruptcy over the bankruptcy-filing blocking right explicitly granted in corporate governance documents.  Continue reading for our take on why this split is so noteworthy, particularly for shareholders considering whether to exercise a Golden Share: Delaware Bankruptcy Court Diverges from Fifth Circuit: Minority Shareholder’s Blocking Right Invalidated and Fiduciary Duty Imposed.

Original[s] Sin

The closing deadline is quickly approaching!  Which of the following two processes would you choose?  Would you:

(a) create a pdf of signature pages and request that parties provide a digital signature and return via email, or

(b) print out multiple sets of paper copies of each signature page for each transaction document in triplicate, then… ship each signature page packet to each signatory for the transaction (sending in tandem, an email with the overnight delivery tracking numbers) with a pre-addressed and prepaid return envelope and instructions to sign and return on a very tight timeline with no room for error, then…wait by the mailroom for those signature pages to come back.

Continue Reading

The Thoughts of (Chairman) Zell

I had the opportunity to interview Sam Zell last week on an iGlobal podcast. You can see it here. Fascinating.  Okay, Mr. Zell might not be the undisputed master of 1.4 billion souls whose thoughts are obligatory reading, but his Thoughts should be accorded considerable weight by us denizens of the US economy.  There’s a real difference between those who bloviate for a living (which would include me) and those who actually deploy capital based on their views and analysis of markets.  I’ll pay considerably more attention to the latter. Continue Reading

A Walk Down Memory Lane with the Liquidating Trust

One of the pleasures of life is re-encountering old friends, catching up on what’s happened while your lives have gone their separate ways, reminiscing about the good old days and reconnecting.  It comes back so fast, it’s like you never were apart.

Me and the Liquidating Trust had just such an experience the other day.

Continue Reading

LIBOR – The UK Beat Goes On

While it seems like the COVID pandemic has taken over every waking moment of our lives, the impending end of LIBOR marches ever onward.  All signs point to a termination date for the troubled benchmarks at the end of 2021, pandemic be damned.

The purpose of this post is not to discuss the road to transition so far, though if you’d like to take a trip down memory lane, here is what we have seen. Instead, we wanted to bring your attention to the fact that, whilst the UK Financial Conduct Authority’s (FCA) momentum continues, COVID has created some bumps in the road, even on the journey to the end of LIBOR.

Continue Reading

Rick Jones’ Interview with Law360

Last Friday, Law360 published its interview with Crunched Credit’s own Rick Jones as part of its Coronavirus Q&A series. In his interview, Rick discusses the effects COVID-19 has had on the commercial mortgage-backed securities market, reflects on how the current financial climate compares to that of the Great Recession, and contemplates the future of capital markets. If Rick’s blogs aren’t enough and you want to read more of his thoughts, you can find the interview here: Coronavirus Q&A: Dechert Real Estate Leader.

LIBOR: The Monty Python Parrot of Finance

COVID-19 has driven anxiety over the LIBOR transition right off almost everyone’s top-of-mind list and yet the crisis is taking no notice of that lack of regard and soldiering on.  The ARRC continues to beaver away, generating guidance and advice and otherwise proselytizing the need to get on with it and be ready for transition on January 1, 2022.

But are the markets listening?  Look at our ardor!  Except for special situations, the use of SOFR, to date, has been a political and not an economic decision for those who have elected to use it.  There is little take-up in the real world and little enthusiasm for doing so.  And what’s with the huge whoops a few weeks ago when SOFR’s March to the Sea was interrupted when the Fed backed off using SOFR in the Fed’s new $6 billion aid program for small and mid-size businesses?  Run away! Run away!  Back to LIBOR!

Continue Reading

LexBlog