In this Report: In the past month, no rulemaking requirement deadlines passed or were met with finalized rules, and no new rules were proposed that would meet rulemaking requirements. As of February 3, 2014, a total of 280 Dodd-Frank rulemaking requirement deadlines have passed. Of these 280 passed deadlines, 132 (47.1%) have been missed and 148 (52.9%) have been met with finalized rules. In addition, 201 (50.5%) of the 398 total required rulemakings have been finalized, while 110 (27.6%) rulemaking requirements have not yet been proposed.

On December 12, 2013, in a 166-page opinion, Bankruptcy Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York held that Kerr-McGee Corporation (“Kerr-McGee”) was liable for between $5.1 and $14.5 billion in damages as a result of various fraudulent transfers occurring several years before Tronox Inc. and certain of its affiliates (“Tronox”) filed for bankruptcy. See Tronox Inc. v. Kerr-McGee Corp. (In re Tronox Inc.), Adv. Proc. No. 09-1198 (ALG), 2013 WL 6596696 (Bankr. S.D.N.Y. Dec. 12, 2013) (the “Opinion”).

The January 20, 2014 temporary suspension announced by U.S. officials of some of the more recent sanctions targeting business by non-U.S. companies and persons with Iran leaves in place sanctions that apply to U.S. persons and their owned or controlled non-U.S. affiliates, as well as sanctions targeting many important sectors of Iran’s economy. Accordingly, for U.S. companies and their owned or controlled non-U.S. affiliates, the Iran sanctions landscape has not changed. Non-U.S.

The Federal Trade Commission (“FTC”) announced revisions to the Hart-Scott-Rodino (“HSR”) Act filing thresholds on January 17, 2014. The HSR Act requires annual adjustment of the thresholds based on the change in the U.S. gross national product. All thresholds will increase from the prior year.

On January 14, 2014, the U.S. Bankruptcy Court for the Southern District of New York held that the Bankruptcy Code’s § 546(e) safe-harbor provision neither protects against nor preempts state law constructive fraudulent transfer claims brought on behalf of individual creditors against cashed-out former shareholders of a company acquired in a leveraged buyout (“LBO”). By refusing to dismiss these claims, prosecuted by a creditor trust pursuant to a confirmed plan of reorganization, Bankruptcy Judge Robert E. Gerber’s opinion in Weisfelner v. Fund 1. (In re Lyondell Chemical Co.), Adv. Proc.

An opinion issued in connection with the bankruptcy cases of Lyondell Chemical Company and its affiliates may have significant implications for shareholders who receive payments in connection with a leveraged buyout when the underlying company subsequently files for bankruptcy. http://communicate.dlapiper.com/rs/vm.ashx?ct=24F76619D4E70AEDC1D181A4D72F9310DABE7BB3D38714DD4CF371647BF8D90DDD78036

FEATURE: Like a Rolling Stone: SDNY Tackles Its First Individual Chapter 15 (citation: Edward E. Neiger and Marianna Udem, Like a Rolling Stone: SDNY Tackles Its First Individual Chapter 15, XXXIII ABI Journal 1, 36-37, January 2014) - Edward E. Neiger and Marianna Udem

On December 11, 2013, the U.S. Court of Appeals for the Second Circuit in Drawbridge Special Opportunities Fund LP v. Barnet, No. 13-612, 2013 WL 6482499 (2d Cir. Dec. 11, 2013) held that in order for a foreign company to obtain recognition of its foreign insolvency proceeding in the United States under Chapter 15 of the Bankruptcy Code, such foreign company must have a domicile, place of business or property in the United States.

A recent decision of the Second Circuit Court of Appeals has added an additional eligibility requirement for the filing of Chapter 15 cases. In Drawbridge Special Opportunities Fund LP v. Barnet (In re Barnet), ___ F.3d ___, 2013 WL 6482499 (2d Cir. 12/11/2013), the Court applied the section 109 requirement that the residence, domicile, place of business, or assets of the debtor be in the United States in order for its foreign representative to obtain recognition of proceedings instituted under Chapter 15.

Among the many legalese-heavy paragraphs appearing under the “Miscellaneous” heading at the back of transaction agreements is a section that stipulates the laws of the state that will govern the purchase agreement as well as disputes relating to the deal. Often, it is coupled with a section that dictates which courts have jurisdiction over these disputes. While the state of incorporation or headquarters of one or both parties is sometimes selected, anecdotal as well as empirical evidence suggests that a healthy majority of larger transactions choose Delaware or New York law.