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  • Escrow Closing Mechanics | Published Articles | Cahill Gordon & Reindel LLP
    for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles Escrow Closing Mechanics Are We Taking Too Many Risks Date 08 02 13 Copyright American Lawyer Media 2013 Originally published by ALM s New York Real Estate Law Reporter Reprinted with permission Not so long ago the closing of a transaction ranging from a simple one family house transfer up to a complex commercial purchase meant that all of the parties and all of their attorneys and advisers the lenders and their counsel and the title insurance company or companies would squeeze into a room exchange happy or sad looks and trade multiple documents There were actual checks to be signed and handed over and by the magic of gap insurance we took the risk that the title closer who gathered up all the papers would actually get them to the recording office before much time had expired or the facts changed At some point New York practitioners heard of the development of a California Style Closing where both the funds and documents were deposited with the title company and when the title was cleared the

    Original URL path: http://www.cahill.com/publications/published-articles/00116 (2016-02-13)
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  • Satisfaction Not Guaranteed – Claims Against Guarantors in Bankruptcy | Published Articles | Cahill Gordon & Reindel LLP
    White Collar Defense Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Recent News Legal News Firm News Rankings Recognition Speaking Engagements Recent Press Diversity and Inclusion Diversity and Inclusion Committee Women s Initiatives Committee Diversity and Inclusion Initiatives Community Outreach Careers Law Students Experienced Attorneys Navigation Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles Satisfaction Not Guaranteed Claims Against Guarantors in Bankruptcy Date 07 05 13 Copyright Bloomberg BNA 2013 Originally published by BNA s Bankruptcy Law Reporter Reprinted with permission I Introduction Many finance lawyers believe that a creditor is entitled to assert the full face amount of its claim against a guarantor in bankruptcy without having to reduce such claim to reflect any partial payments by the primary obligor on the underlying debt Thus there is a traditional notion in bankruptcy practice that a creditor is entitled to receive a distribution from the guarantor based on the full face amount of its debt potentially obtaining a recovery in excess of

    Original URL path: http://www.cahill.com/publications/published-articles/00115 (2016-02-13)
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  • Recession-Era Loss Causation: Disentangling Under Dura | Published Articles | Cahill Gordon & Reindel LLP
    which compares the performance of a disputed investment to a market benchmark against which the impact of the alleged fraud can be measured over a focused period of time When that period of time also involves substantial market disruptions event study analysis becomes particularly challenging and concurrent declines in the benchmark can lead to substantial reductions to recoverable losses For plaintiffs a plausible but uncertain claim that at least some losses were caused by fraud may be insufficient and the burden of proof takes on greater importance The Second Circuit recently hinted that loss causation principles could result in the elimination of any recovery for losses that cannot be distinguished from the global financial crisis and related factors In NECA IBEW Health Welfare Fund v Goldman Sachs Co the court identified a number of factors that plaintiff would have to isolate in order to demonstrate a re coverable loss including liquidity credit risk and a widening of spreads The court noted that the depressive impact of these confounding factors does not prevent a damages expert from isolating their respective contributions 7 Several courts have entertained this kind of disaggregation analysis at the pleading stage In Solow v Citigroup Inc for instance the court observed that losses coinciding with the mortgage based market meltdown could be attributed to a lack of confidence in the firm rather than to a materialization of the risk allegedly concealed by defendants There the pleadings alleged a series of events and corresponding percentage declines in stock values on the days following the events The court held that plaintiffs did not sufficiently allege loss causation because they failed to link the events to the alleged misstatements themselves rather than to a general lack of confidence on the part of investors 8 Thus plaintiffs must not only disentangle a company s loss from market wide phenomena but also attribute the loss to the specifically alleged actionable misrepresentations Defendants have also successfully used loss causation to defend against claims under the Securities Act of 1933 In a Section 11 claim defendants can assert loss causation as an affirmative defense if they can demonstrate that their alleged wrongdoing did not in fact cause the plaintiffs losses In In re State Street Bank and Trust Co Fixed Income Funds Investment Litigation for example the court examining a Section 11 claim involving a mutual fund recognized that since the mutual fund price was set according to a statutory formula it could not have been artificially inflated on account of alleged misstatements concerning the fund s diversification and exposure to the mortgage related securities market 9 In re State Street can be read to stand for the proposition that where there is but one fixed determinant of stock price e g a statutory formula rather than a tangle of factors courts must thoroughly scrutinize the allegation that a materialization of the risk caused a decline in stock value and defendants have a potential argument for negative causation on a motion to dismiss Event

    Original URL path: http://www.cahill.com/publications/published-articles/00114 (2016-02-13)
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  • Express-Scripts: The FTC Decision | Published Articles | Cahill Gordon & Reindel LLP
    White Collar Defense Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Recent News Legal News Firm News Rankings Recognition Speaking Engagements Recent Press Diversity and Inclusion Diversity and Inclusion Committee Women s Initiatives Committee Diversity and Inclusion Initiatives Community Outreach Careers Law Students Experienced Attorneys Navigation Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles Express Scripts The FTC Decision Date 07 10 12 Source The Antitrust Counselor Vol 6 2 July 2012 Introduction In April 2012 the Federal Trade Commission FTC announced that it had closed its eight month investigation of the 29 billion acquisition by Express Scripts Inc Express Scripts of Medco Health Solutions Medco without imposing any limitations on the parties This merger combined two of the three largest domestic Pharmacy Benefit Managers PBM PBMs manage prescription drug plans for employers and insurers and serve as the middlemen between the drug companies and the payors The merger was heavily politicized with many groups opining on the benefits and costs of

    Original URL path: http://www.cahill.com/publications/published-articles/000113 (2016-02-13)
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  • The Law of Insider Trading: Legal Theories, Common Defenses, and Best Practices for Ensuring Compliance | Published Articles | Cahill Gordon & Reindel LLP
    Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles The Law of Insider Trading Legal Theories Common Defenses and Best Practices for Ensuring Compliance Date 03 24 12 INTRODUCTION The government s 2011 prosecution of hedge fund manager Raj Rajaratnam and the various investigations into the use of expert networks by hedge funds and other institutional investors have prompted questions about the law of insider trading permissible methods of gathering information general defenses to allegations of insider trading and the ways in which firms can reduce risks of liability As a first line of defense investment firms should ensure that robust and comprehensive compliance programs are in place to reduce the risk of potential insider trading Regardless of the quality of their compliance procedures however institutional investors and financial services personnel may be suspected of or even face criminal and civil charges for insider trading To assist firms and individuals in considering and weighing possible defenses against actions brought by the Department of Justice DOJ or the Securities and Exchange

    Original URL path: http://www.cahill.com/publications/published-articles/00128 (2016-02-13)
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  • Honorable Engagement | Published Articles | Cahill Gordon & Reindel LLP
    and Reinsurance Litigation Securities Litigation White Collar Defense Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Recent News Legal News Firm News Rankings Recognition Speaking Engagements Recent Press Diversity and Inclusion Diversity and Inclusion Committee Women s Initiatives Committee Diversity and Inclusion Initiatives Community Outreach Careers Law Students Experienced Attorneys Navigation Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles Honorable Engagement Date 08 16 10 Copyright Bloomberg Finance L P 2010 Originally published by Bloomberg Finance L P Reprinted with permission In PMA Capital Insurance Co v Platinum Underwriters Bermuda Ltd the district court vacated the award of three respected reinsurance arbitrators because in the court s view the award rewrote the parties contract instead of interpreting and enforcing it The underlying dispute involved the applicability of a deficit carryforward clause that if applicable could have required a decade or more of ongoing accounting adjustments between the parties The arbitrators cut the Gordian Knot by directing a single lump sum payment from

    Original URL path: http://www.cahill.com/publications/published-articles/000092 (2016-02-13)
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  • Facilitating Economic Recovery and Sustainable Growth Through Reform of the Securities Class?Action System: Exploring Arbitration as an Alternative to Litigation | Published Articles | Cahill Gordon & Reindel LLP
    Rankings Recognition Speaking Engagements Recent Press Diversity and Inclusion Diversity and Inclusion Committee Women s Initiatives Committee Diversity and Inclusion Initiatives Community Outreach Careers Law Students Experienced Attorneys Navigation Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles Facilitating Economic Recovery and Sustainable Growth Through Reform of the Securities Class Action System Exploring Arbitration as an Alternative to Litigation Date 03 22 10 INTRODUCTION In the aftermath of the global economic collapse of 2008 policymakers from around the world have been considering regulations designed to reduce the risk of future economic turmoil Their focus has been on powers and procedures designed to reduce systemic risk and to help ensure financial stability in the world markets Although policymakers should explore prophylactic measures and use counterfactual reasoning they should not confine their analysis to preventing the next crisis Regulating against the risk of unpredictable disaster a socalled black swan is imprecise and if done improperly can hinder economic growth Along these lines policymakers must be cautious to avoid a regulatory overreaction to

    Original URL path: http://www.cahill.com/publications/published-articles/00127 (2016-02-13)
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  • To Recuse or Not to Recuse? That is the Question | Published Articles | Cahill Gordon & Reindel LLP
    Firm News Rankings Recognition Speaking Engagements Recent Press Diversity and Inclusion Diversity and Inclusion Committee Women s Initiatives Committee Diversity and Inclusion Initiatives Community Outreach Careers Law Students Experienced Attorneys Navigation Firm Professionals Practices Publications Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications News Diversity and Inclusion Careers Contact Alumni Recent Publications Firm Memoranda Antitrust Column Publications Published Articles Sign up for Publications Published Articles To Recuse or Not to Recuse That is the Question Date 11 09 09 Source Media Law Resource Center When should a media defendant move to recuse the presiding judge in a defamation case The decision to file a recusal motion is rarely an easy one The bar for recusal is high and most litigants understandably are hesitant to risk an unsuccessful motion that would leave their case in the hands of a judge whose impartiality they have formally questioned It may become clear to a defendant however that the presiding judge is predisposed to favor the opposing party In the defamation context for example the subject of the allegedly defamatory publication may be a relative colleague or political ally of the judge Perhaps the particular media defendant has been

    Original URL path: http://www.cahill.com/publications/published-articles/000078 (2016-02-13)
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