In a recent IRS Memorandum from the Office of the Chief Counsel (ILM 201606027, the "Memorandum"), the IRS concluded that common "bad boy guarantees" may cause otherwise nonrecourse loans to be treated as recourse loans for tax purposes. Such treatment may prevent non-guarantor investors in real estate development and other partnerships from being allocated losses in excess of their invested capital that they otherwise would have expected and could, if retroactively applied, result in adverse tax consequences to such...

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For those who see the glass as half full, we are happy to offer up this faint praise for February: at least it wasn't January. As everyone painfully recalls, January saw its worst month in years with US stocks down more than 5%, oil prices collapsing, and, for CMBS, noticeable spread widening and a consistently pessimistic tone. For the broader markets, February brought some modest relief with stocks eking out a small monthly gain and oil prices stabilizing (albeit at a...

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NEW YORK, NY, USA - We would like to congratulate and welcome the newest Member of the World Trade Centers Association: • World Trade Center Lisbon, Portugal The Applicant Group presented a comprehensive plan for developing an iconic World Trade Center Facility with an international trade services component. A WARM WELCOME AND CONGRATULATIONS TO WORLD TRADE CENTER LISBON! We look forward to continuing to build and strengthen the global WTCA network and to working in partnership with all of our members to grow...

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Title III of the Americans with Disabilities Act (ADA), providing for equal access for persons with disabilities in places of public accommodation, has made the country far more accessible.  Yet, given its highly technical (and often ambiguous) design, plaintiffs’ firms and disability rights advocates file claims over unlawful barriers and technical violations against even the most conscientious places of public accommodation (e.g., hotels, restaurants, theaters, convention centers, stores, service establishments, healthcare facilities, transportation depots, libraries, recreation places, schools, etc.)....

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Kramer Levin recently completed its internal study of acquisition agreements for private target M&A transactions, and compared this data with the 2015 American Bar Association (“ABA”) Private Targets Mergers & Acquisitions Deal Points Study and Kramer Levin’s 2013 internal deal points study of private target acquisition agreements. The results of these studies reveal a strong and continued shift toward seller-friendly terms in middle market M&A transactions. The shift is driven by robust competition in auctions, a continuing increase in sophistication...

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One of the positive stories from CMBS in January that we failed to note was the full payoff off the one-time $124 million 70 Hudson Street loan. (There were not many feel-good narratives in January.)  We wrote about this note back in early 2015 with concerns. The 409,272 square-foot, Jersey City office that backed the property was once 100% occupied by Lehman Brothers. After Lehman's demise, the lease was taken over by Barclays. The lease ended in January 2016...

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Today's Madison Square Garden (born 1968) is now the oldest arena in both the NBA and NHL, but it almost didn't make it to its twentieth birthday. In 1982, noting the flurry of sports teams then moving to New Jersey (the Devils had just joined the Giants and Nets in the swamplands, and the Jets would follow two years later), then-owners Gulf and Western threatened to have the Knicks and Rangers move across the Hudson if the city didn't...

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On February 24, 2016, the Consumer Product Safety Commission (“CPSC”) announced changes to the certification requirements for adult wearing apparel that is exempt from flammability testing. Pursuant to the Consumer Product Safety Improvement Act, manufacturers of consumer products subject to a rule, standard or ban enforced by the CPSC are required to issue a general conformity certification (“GCC”).  The GCC must certify that the product is compliant based on a test of each product or a reasonable testing program.  However,...

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In Private Equity, leveraging a global network is critical in creating significant return on investment.   Performance improvement, identification of high profile as well as off-market acquisition targets, and taking advantage of any other number of creative and strategic ways to increase the overall value of portfolio companies through business development and identification of other opportunities can differentiate a simple “exit” from a “home run”. The Largest Funds Have A Built-In Network For the largest U.S. and internationally based private equity funds,...

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