Charles Calloway

ACIC Private Notes Summer 2021 Edition: 2021 Spring Virtual Investment Forum Recap By: Aaron Borden (Prudential Financial) What a difference a year makes.  This year’s ACIC Spring Investment Forum marked roughly the one year anniversary of the Covid-19 pandemic.  A year ago, most of us were confronting a number of firsts —  transitioning to a […]

ACIC Private Notes Summer 2021 Edition: SEC Continues Focus on Digital Asset Securities By: Jason M. Daniel and Peter I. Altman (Akin, Gump, Strauss, Hauer & Feld LLP) The offer, sale and trading of digital assets has been a focus of the Securities and Exchange Commission (SEC) for the past several years. On February 26, […]

Rhode Island Supreme Court holds that Rhode Island law governed issue of Guarantor’s liability under loan guaranty, and that res judicata (claim preclusion) bound Guarantors to deficiency judgement calculation rendered by Connecticut superior court. Bank of Am., N.A. v. Fay, 242 A.3d 38 (2020) Timothy Fay and David Patrick were the sole principals in Stonestreet […]

Massachusetts Appeals court affirms decision that while loan made by Lender was usurious, the correct remedy was reformation and not rescission.  Lender’s recording of deeds in lieu of foreclose and taking foreclosed property were also not unfair or deceptive trade practice as the Borrower was a sophisticated businessperson, represented by counsel and the taking of […]

Plaintiff’s obligation to pay net profit interest on its working interest in oil and gas leases was not extinguished by its Joint Plan of Reorganization, as net profit interest is a covenant that runs with the land in Wyoming and the Joint Plan of Reorganization unambiguously preserved it. In re Vanguard Nat. Res., LLC, No. […]

Departing members of a limited liability company (“SFPCC” or, the “LLC”) are not liable for a pro rata share of a balance due under notes issued by SFPCC of which the members were accommodation parties. Palma v South Florida Pulmonary & Critical Care, LLC, 307 So.3d 860 (Fla. Ct. App. 2020) In 2016, three physician-members […]

Allegations in complaint were sufficient for transferee-bank to maintain that it had standing to enforce promissory note and corresponding security instrument against the debtor but insufficient to maintain claims for fraud.  Nodus Int’l Bank, Inc. v. Arocha Hernandez, No. 20-23112-CIV, 2021 WL 39560 (S.D. Fla. Jan. 5, 2021). On May 2, 2018, an individual (the “Debtor”) […]

Minority shareholder barred from bringing a direct action because (i) she failed to allege a “special injury separate and distinct” to her and (ii) direct action may harm creditors of the corporation. Callicott v. Scott, 849 S.E.2d 547 (Ga. Ct. App. 2020). Homeowners Mortgage of America, Inc. (“HOMA”) was a mortgage lending company that operated […]

A bank’s properly perfected Delaware security interest in a debtor’s assets had priority over oil producers’ Texas statutory liens that did not conform to the UCC and therefore were not contemplated by Delaware law. Matter of First River Energy, L.L.C., No. 19-50646, 2021 WL 358168 (5th Cir. Feb. 3, 2021) First River Energy, LLC (“First […]

Committee Reports:  March 2021   Development Committee The Development Committee is tasked with engaging the membership, assessing and addressing membership needs and interests, and planning some of the interactive events at the April Conferences and October Meetings.  In connection with the upcoming Conference, the Development Committee is assisting the Co-chairs in making the virtual conference […]

By: Paul Belval and Alexander Judd from Day Pitney LLP 2020 Recap As we look ahead to 2021 and the trends, challenges and opportunities for project finance, we can’t help but pause to take a look back at 2020 and the development of renewable resources.  Notwithstanding the COVID-19 pandemic, renewable energy continues to be a […]

Tax 2020: Developments Affecting Financial Restructurings By: Tom Bannister, Akin Gump Strauss Hauer & Feld LLP   Executive Summary During the course of 2020, the U.K. government has pushed ahead with introducing new measures that are likely to be of material relevance to financial restructurings and corporate reorganizations.  There have also been other international developments […]

By: Tom Bannister, Akin Gump Strauss Hauer & Feld LLP The Corporate Insolvency and Governance Act (the “Act”) received Royal Assent on 25 June 2020 and is now in force.  The Act represents the most extensive changes in the insolvency landscape since the Enterprise Act came into force in 2003. The provisions of the Act […]

By Danielle Maksimow and Hansik Ha, Norton Rose Fulbright Canada LLP Introduction On October 2, 2020, the Supreme Court of Canada (the “SCC”) confirmed the existence of the common law anti-deprivation rule in Canada with its majority decision in Chandos Construction Ltd. v Deloitte Restructuring Inc., 2020 SCC 25. The anti-deprivation rule operates to invalidate […]

Happy New Year!!! One of my favorite quotes is by the 80’s philosopher Ferris Bueller.  “Life moves pretty fast.  If you don’t stop and look around once in a while, you could miss it.”  2020 provided us with a lot of things ­­– COVID, work from home, remote learning, isolation, masks, zoom meetings, virtual happy […]

Key Inter-creditor Concepts in Renewable Energy Transactions (By David Markey and Jeff Atkin from Foley & Lardner LLP) Overview The capital used to construct, operate and maintain renewable energy projects in the United States is by now fairly well established. Of course, there are variations depending on the deal, but typically three sources of capital […]

Summary –ACIC 2020 Virtual Fall Annual Meeting and Education Conference By: Aaron Borden (Prudential Financial)   This past year has been both unprecedented and challenging, to say the least.  In a single year, we have experienced a pandemic, struggled through an extraordinary strain on the economy, and confronted aspects of racial injustice.   Most of us […]

By: Kevin Braun and Greg Norton, Morgan Lewis Guarantors’ waiver of defenses to enforcement under guaranty of a lease was upheld, as Guarantor failed to show that the lease was a security interest (as to which Article 9 of the UCC would apply, and under which defenses such as the requirement of good faith and […]

By: Kevin Braun and Greg Norton, Morgan Lewis The commercially reasonableness requirement of §9-1607(3)(a) of the Maine U.C.C. (§9-607(c)(1) of the U.C.C.) did not apply to Secured Lender’s decision not to pursue collateral and instead sue on the personal guaranty of a guarantor.  Finance Authority of Maine v. Grimnes, 2020 WL 2764564 (Supreme Judicial Court […]

By: Kevin Braun and Greg Norton, Morgan Lewis Massachusetts Appeals Court affirms decision that principal debtor had no right of contribution against guarantor, holding that parties were not co-guarantors on promissory notes, but relationship was one of principal debtor and guarantor.  Goddard v. Loosigian, 97 Mass. App. Ct. 1125, (2020). Thomas Goddard (the “Debtor”) and […]

By: Jeff Dutson, King & Spalding, LLP U.S. maritime law permits assertion of liens over shipping vessels themselves, even when chartered, for necessaries such as shipping fuel, absent actual notice of no-lien provisions of charter to supplier of necessaries; and reference to terms and conditions of sale, printed on the order form, sufficient to allow […]

By: Jeff Dutson, King & Spalding, LLP Claim of implied covenant of good faith and fair dealing to former shareholder based on ambiguity in LLC Agreement did not apply where the subject at issue was expressly addressed in the agreement.  The Rainmaker Group Ventures, LLC v. Bellack, 841 S.E.2d 738 (Ct. App. Ga. 2020). The […]

By: Jeff Dutson, King & Spalding LLP A thorough review of company emails reveal a plot by the majority members to squeeze out the minority member.  Wilson v. Gandis, 844 S.E. 2d 631 (S.C. Sup. Ct. 2020). David Wilson, a minority member in a 3-member LLC (Carolina Custom Converting, LLC, aka “CCC”) brought an action […]

By: Jeff Dutson, King & Spalding LLP Pledge of security interest in a Virginia LLC does not include debtor’s indirect membership interests in such LLC absent explicit language in security agreement.  Wells Fargo Bank, N.A. v. Highland Constr. Mgmt. Servs., L.P., 807 F. App’x 246, 248 (4th Cir. 2020) The issue before the Fourth Circuit […]

By: Jeff Dutson, King & Spalding LLP Georgia Supreme Court rules that a judgment creditor’s lien on real property is created the day the judgment is recorded, not the day the judgment is issued.  Synovus Bank v. Kelley, No. 7:18-cv-00202 (Ga. Sup. Ct. Aug. 24, 2020). On December 7, 2016, Synovus Bank won a judgment […]

By: Mikhel Schecter of Paul, Weiss, Rifkind, Wharton & Garrison, LLP Development Committee The Development Committee is tasked with engaging the membership, assessing and addressing membership needs and interests, and planning some of the interactive events at the April Conferences and October Meetings.  In connection with the upcoming October Annual Meeting, the Development Committee will […]

By: Chiraag Kumar, Senior Counsel at MetLife Investment Management The coronavirus outbreak has impacted the world in myriad ways.  The most distressing, of course, is the health effects felt by the millions of people who have been inflicted.  The adverse impacts on business have been far less concerning, but substantial.  One example: project finance investors […]