Jesse Michael Brush

1 month ago | lexology.com | Kerry E. Berchem |Jesse Michael Brush |Garrett A. DeVries |Bryan Flannery |John Goodgame |Rosa Testani

On March 12, 2025, the U.S. Securities and Exchange Commission (SEC)’s Division of Corporation Finance (SEC Staff) published new and revised Compliance and Disclosure Interpretations (C&DIs) regarding private offering exemptions. In particular, the SEC Staff published two new C&DIs under Rule 502 (Questions 256.35 and 256.36) of the Securities Act of 1933 (Securities Act), effectively providing a new safe harbor for verifying “accredited investor” status in a Rule 506(c) offering.

Mar 5, 2024 | mondaq.com | Michael Asaro |Peter Altman |Jesse Michael Brush |Brian Daly

On February 20, 2024, the U.S. Supreme Court declined to hear an appeal brought by the trustee of the Millennium Lender Claim Trust challenging the U.S. Court of Appeals for the 2nd Circuit's August 2023 decision, in which the court held that the syndicated term loans at issue were not "securities" for the purposes of the securities laws.1 The Supreme Court's decision concludes a lengthy legal saga that began in 2017 when the trustee of the Millennium Lender Claim Trust brought an action in...

Feb 23, 2024 | jdsupra.com | Peter Altman |Michael Asaro |Jesse Michael Brush

On February 20, 2024, the U.S. Supreme Court declined to hear an appeal brought by the trustee of the Millennium Lender Claim Trust challenging the U.S. Court of Appeals for the 2nd Circuit’s August 2023 decision, in which the court held that the syndicated term loans at issue were not “securities” for the purposes of the securities laws.1 The Supreme Court’s decision concludes a lengthy legal saga that began in 2017 when the trustee of the Millennium Lender Claim Trust brought an action in...

Aug 30, 2023 | jdsupra.com | Peter Altman |Michael Asaro |Jesse Michael Brush

Key Points On August 24, 2023, a three-judge panel of the 2nd Circuit that the syndicated term loans at issue were not “securities” under the test articulated by the Supreme Court in Reves v. Ernst & Young. The syndicated loan market and the financing markets, in general, will welcome the 2nd Circuit’s decision, which comports with customary practices that have been in place for decades.

Aug 28, 2023 | lexology.com | Parvin Moyne |Peter Altman |Michael Asaro |Katherine Goldstein |Daniel Fisher |Ranesh Ramanathan | +3 more

Key PointsOn August 24, 2023, a three-judge panel of the 2nd Circuit that the syndicated term loans at issue were not “securities” under the test articulated by the Supreme Court in Reves v. Ernst & Young. The syndicated loan market and the financing markets, in general, will welcome the 2nd Circuit’s decision, which comports with customary practices that have been in place for decades.