The U.S. Court of Appeals for the Second Circuit has asked the U.S. Securities and Exchange Commission (SEC) to share its views on the issue of whether syndicated term loans are securities for purposes of the Securities Act of 1933, as amended (the “Securities Act”), under the four-prong “family resemblance” test enumerated in Reves v. Ernst & Young, 494 U.S. 56 (1990).

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Photo of Daria Boxer Daria Boxer

Daria K. Boxer focuses her practice on corporate and commercial finance transactions, real estate fund formation and finance, as well as private offerings of debt and equity securities. She regularly counsels clients on corporate finance, securities law and corporate governance issues and general…

Daria K. Boxer focuses her practice on corporate and commercial finance transactions, real estate fund formation and finance, as well as private offerings of debt and equity securities. She regularly counsels clients on corporate finance, securities law and corporate governance issues and general corporate matters. Daria represents funds, fund sponsors, financial institutions and other lenders in connection with a broad range of financing transactions, including subscription and capital call facilities, private placements, cashflow financings, and project finance transactions. She also advises fund clients in connection with ongoing operations, financing issues, corporate governance and investor relations.

As counsel to real estate funds, Daria advises fund sponsors in connection with structuring, formation and negotiation of the terms of investment vehicles, preparation of offering and subscription documents and legal strategies with respect to capital raising and ongoing investor relationships. She has represented a number of multi-family, industrial, hotel and other commercial real estate fund sponsors in a variety of internal and external matters, including general partner executive compensation and principal agreements, structuring and formation of single-asset and discretionary blind funds, and programmatic joint ventures to accommodate institutional, high-net worth, foreign and tax-exempt UBTI sensitive investors, pension funds, including with the use of blocker and REIT structures to optimize investors’ tax treatment.

Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of…

Richard M. Cutshall is Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, corporate, and general securities matters, including the representation of mutual funds and other funds registered under the Investment Company Act of 1940, fund independent directors, unregistered investment companies, federally registered and state registered investment advisers, broker-dealers, and an array of public and private companies. He represents clients in all aspects of investment company practice, including organizing and forming new funds, registering investment companies with the SEC, the acquisition and merger of funds, and advising clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance.

Photo of Barbara A. Jones Barbara A. Jones

Barbara A. Jones is Co-Managing Shareholder of the firm’s Los Angeles office and a member of the firm’s Global Corporate practice. Barbara serves as Chair of the firm’s interdisciplinary Blockchain & Digital Assets practice. Barbara maintains a diverse corporate and securities law practice

Barbara A. Jones is Co-Managing Shareholder of the firm’s Los Angeles office and a member of the firm’s Global Corporate practice. Barbara serves as Chair of the firm’s interdisciplinary Blockchain & Digital Assets practice. Barbara maintains a diverse corporate and securities law practice across industry groups, emphasizing complex international and domestic transactions, including private and public financings, dual listings, mergers and acquisitions, strategic collaborations and joint ventures, and licensing transactions. She serves as a trusted advisor to public and private company boards of directors on governance matters and complex regulatory reporting and compliance issues. Barbara’s clients include financial institutions, private equity and venture capital groups, and public and private companies in emerging technology, life sciences and biotechnology, defense and security, blockchain and digital assets, telecommunications, information technology, energy (traditional and renewable), mining, media, entertainment and sports. Barbara also represents Olympic and professional athletes and sports-related organizations.

Barbara practiced U.S. law in London from 1990 through 1997 with Sullivan & Cromwell, LLP, and headed the international capital markets practice of Kirkland & Ellis LLP from 1999 to 2003 before relocating to Boston. From 1997 to 1999, she served as Vice-President, Assistant General Counsel and Regional Counsel for capital markets with J.P. Morgan Securities Ltd. in Europe, the Middle East and Africa. Since returning to the U.S., she has continued to actively represent public and private companies, private equity groups and investment banks in the European, Scandinavian, African and greater Asian markets, including China.

Barbara is a past chair of the ABA’s Subcommittee on International Securities Matters. She is a frequent speaker at conferences relating to cross-border securities matters, strategic alternatives, and digital asset structures. She serves on the Government of Bermuda’s Global FinTech Advisory Board.

Photo of William Mack William Mack

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority

William B. Mack is a co-chair of the Financial Regulatory and Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules.

William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.

Photo of Arleen A. Nand Arleen A. Nand

Arleen Nand represents commercial, cooperative, development and investment banks, as well as hedge funds, private equity firms, and corporations in cross-border and domestic financings. Arleen has structured, drafted, and negotiated more than $40 billion of investment grade, leveraged finance and commercial paper transactions.…

Arleen Nand represents commercial, cooperative, development and investment banks, as well as hedge funds, private equity firms, and corporations in cross-border and domestic financings. Arleen has structured, drafted, and negotiated more than $40 billion of investment grade, leveraged finance and commercial paper transactions.

Arleen has served as lead counsel on numerous financings, including cross-border credit facilities, securitizations, syndicated loan transactions, credit-linked notes, asset-based and cash flow financings, convertible debt facilities, private placements, joint venture financings, debtor-in-possession credit facilities, senior and mezzanine transactions, and leveraged lease financings. She has advised clients on transactions involving various domestic and foreign collateral issues, including credit facilities secured by rolling stock, maritime vessels, aircraft, coal reserves, oil and gas, and carbon credits.

Arleen is also the Chair of the Global Agribusiness Practice.