Category: Best Practices

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Continuing To Define Insider Trading

Courts will define the boundaries of friendship in insider trading. Background The issue in these cases revolves around how to interpret the United States Supreme Court’s December 6, 2016 decision in Salman v. United States1 which found that the government did not always have to show that something valuable changed hands to prove a crime … Continue Reading

Puerto Rico Oversight Board Is Chosen By The White House

The members of the financial oversight board to supervise Puerto Rico’s fiscal affairs were announced by the White House on August 31, 2016. The seven members are experts in finance and law and were chosen from lists provided President Barack Obama by the party leaders of both houses of Congress. The members of the oversight … Continue Reading

Escrow Agreement Provisions

The significant growth in the number and type of innovative financings has also increased the need for an escrow agent in many transactions. Essentially, an escrow agent is a disinterested party that holds something of value for two or more other parties until a specified time has passed or until a specified event has occurred. … Continue Reading

Deposit Account Control Agreements: Indemnity from Collateral Agent

Proposed Provision: Without regard to Company’s indemnification obligations to Depositary Bank, the Collateral Agent agrees to defend, indemnify and hold Depositary Bank harmless from and against any and all Claims arising out of Depositary Bank’s compliance with Collateral Agent’s instructions. Recommended Provision: Without regard to Company’s indemnification obligations to Depositary Bank, Collateral Agent agrees to … Continue Reading

Collateral Agency Agreements: Collateral Agent Should Not Accept Responsibility for Filing UCC Financing Statements

Proposed Provision: Grantor hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as Collateral Agent may reasonably determine are necessary or advisable to perfect the security interest granted to Collateral Agent, for the benefit of the … Continue Reading

Secured Transactions Roadmap – Part 1

Secured transactions are some of the more challenging deal structures that corporate trust professionals (contract reviewers, administrators and attorneys) encounter.  Over a series of posts, we will attempt to lay out an informal roadmap for dealing with secured transactions and hopefully provide some helpful hints for issues that commonly arise.… Continue Reading

Escrow Agreements: Scheduled Release Date Should Be A Date Certain

Sample Escrow Agreement Language: Proposed Provision: Scheduled Release. On the eighteenth (18) month anniversary of the Closing Date (the “Scheduled Release Date”), the Escrow Agent shall distribute and release to Seller any Escrow Funds then remaining in the Escrow Account. Recommended Provision: Scheduled Release. On October 15, 2014 (the “Scheduled Release Date”), the Escrow Agent … Continue Reading
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