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2020 Spring Investment Forum Cancelled
Thursday, April 16 & 17, 2020 - Cancelled

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ACIC Private Notes                             March 2020

Welcome to the March 2020 edition of the ACIC Private Notes Newsletter! This edition brings you:
  • An update regarding the cancellation of the 2020 ACIC Spring Investement Form. 
  • The annual ACIC Committee Reports, courtesy of Mikhel Schecter (Paul, Weiss Rifkind, Wharton & Garrison LLP); 
  • Recent developments regarding the NAIC's Rules for ground lease financing transactions prepared by Phillip Edison (Chapman and Cutler LLP);
  • Recent case law summaries from New England Region prepared by Kevin Braun (Morgan Lewis) and the Southern Region prepared by Jeff Dutson (King & Spalding LLP).

Cancelled: ACIC 2020 Spring Investment Forum

The  ACIC  has been closely monitoring the Centers for Disease Control and Prevention and World Health Organization's statements regarding the novel coronavirus (COVID-19).  
 
After careful deliberation, the College has decided to cancel the 2020 Spring Investment Forum that was set to take place at The Four Seasons Chicago, April 16 - 17. The well-being of our members, panelists, and staff is of paramount importance to us.
 
For those of you who are registered for the event, we are offering a full refund. The ACIC Administrative Office will begin processing refunds, however we ask for your patience as refunds are being processed. Please contact Caitlin Watson at caitlin@madcrouch.com if you have any questions regarding the refund process.
 
The Four Seasons Chicago will be communicating with those attendees with existing reservations in their system. If you do not hear from The Four Seasons Chicago and have a reservation, please contact the hotel directly at 312-280-8800 to cancel your reservation. 
 
For the most updated information on COVID-19, please refer to the Centers for Disease Control and Prevention (CDC) or your local health authority. We apologize for the inconvenience. Please stay informed and healthy during this difficult time.
 
For any further inquiries, please contact   office@aciclaw.org .


Committee Reports

Are you curious about what each of the ACIC Committees do, or want to get involved in one? Click here for an overview of the purpose, goals, and current initiatives of each of the College's committees.


NAIC's Rules for Ground Lease Transactions

The NAIC has now approved new rules concerning ground lease financing transactions which note that such transactions are ineligible for filing exemption and each such transaction must be submitted to the Securities Valuation Office for review . Click here to learn more.


Recent Case Law Summaries & Legal Developments

New England Region
 
In Bank of America, N.A. v. New England Quality Service, Inc ., the Second Circuit Appeals court affirmed the lower court's decision that a lender's multiple waivers of default did not constitute a waiver of its rights to enforce future events of default of borrowers under Vermont law. Click here  to learn more.
 
In Metcalf v. Fitzgerald , the Connecticut Supreme Court held that state law claims of vexatious litigation and violation of the Connecticut Unfair Trade Practices Act (CUPTA) against a creditor by a debtor currently in a bankruptcy proceeding are preempted by the Bankruptcy Code.  Click here to learn more.
 
In Auctus Fund, LLC vs Sunstock, Inc. , the District Court of Massachusetts invalidated choice of law provisions in promissory notes, finding that the interest rate applicable to the notes was usurious and constituted an unenforceable penalty.  Click here to learn more.
 
Southern Region
 
In  In re Tara Retail Group LLC , the United States Bankruptcy Court for the Northern District of West Virginia held that a lender did not assume liability for maintaining a shopping mall as a result of the owner's assignment of leases and rent as security for loan. Click here to learn more.
In Bethesda Road Partners, LLC v. Strachan, the Court of Appeals of North Carolina held that the noteholder, a third-party entity formed by an initial guarantor was entitled to recover full value of an assigned promissory note.
 Click here to learn more.
In  SE Prop. Holdings, LLC v. Unified Recovery Grp , the Louisiana District Court ruled that UCC Article 9 governs priority of interests in accounts receivable related to hurricane cleanup. Click here to learn more.
In  In re Palm Avenue Partners, LLC , the Middle District of Florida Bankruptcy Court held that the use of straw man in transaction as way for manager to "skim" money constitutes breach various common-law and statutory fiduciary duties. Click here to learn more.
In TMX Finance, LLC v. Goldsmith, ousted owners of limited liability company won the first hurdle against co-member after the Court of Appeals of Georgia ruled that the ex-owners (i) could bring a direct action and were not limited to bringing a derivative action and (ii) alleged facts with sufficient particularity with respect to claims for breach of operating agreement and fiduciary duty, fraud, piercing the veil of defendant's LLC, civil conspiracy, and aiding and abetting a wrongful takeover scheme.  Click here to learn more.