On August 23, 2023, the U.S. Securities and Exchange Commission ("SEC") adopted the Private Fund Advisers; Documentation of Registered Investment Adviser Compliance Reviews final rule (the "Final Rule").

As the fund finance market evolves beyond traditional single-tranche credit facilities, understanding the critical distinctions between lien subordination and payment subordination becomes essential for structuring complex financings.

Once satisfied with their dominant position in commercial lending from the middle market through the large cap, public syndicated market, banks have suffered significant erosion of market share at the hands of private credit (i.e., "direct lending") competitors.

In a significant enforcement action, the U.S. Securities and Exchange Commission (SEC) has sanctioned a private fund manager for failing to implement adequate policies and procedures to prevent the misuse of material nonpublic information (MNPI) while trading securities issued by collateralized loan obligation vehicles.

On January 10, 2025, the Securities and Exchange Commission (SEC) settled charges against two fund managers (collectively the "Fund Managers")...

The SEC staff released consequential new FAQs earlier this week, providing some common-sense guidance for complying with the Marketing Rule for SEC-registered investment advisers (Rule 206(4)-1 under the Investment Advisers Act of 1940).

The European Union's new Capital Requirements Directive 6 (CRD6) introduces significant regulatory changes for non-EU banks operating within EU Member States.

Dealing with unpaid invoices, broken contracts, and outstanding payments is an unfortunate reality of doing business. Knowing when and how to escalate collection efforts—up to and including filing a lawsuit.

On February 6, 2024, Securities and Exchange Commission (SEC) staff issued frequently asked question (FAQ) guidance with respect to registered investment advisers' obligations...

Markets have recently been experiencing heightened volatility and credit availability has tightened, which has placed valuation practices under unusual pressure from regulators and investors.

On March 19, 2025, the staff of the U.S. Securities and Exchange Commission's Division of Investment Management (the "Staff") amended its FAQ page on marketing compliance...

The Securities and Exchange Board of India (SEBI) launched a consultation paper (Consultation Paper) last month seeking public comment on three topics

Net asset value ("NAV") credit facilities continue to grow in popularity, not only with traditional private equity funds, but also with family offices.

On March 19th, the staff of the Securities and Exchange Commission (the "SEC") issued two new FAQs under the Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940)...

The US Securities and Exchange Commission ("SEC") published two new rule proposals this week and has finalized two rulemakings this month, indicating that its aggressive rulemaking agenda is on track...

On November 29, 2023, the FCC announced in a News Release a settlement of alleged Lifeline and Emergency Broadband Benefit program rule violations with TracFone Wireless.

Valuations and fairness opinions have become essential tools in fund finance transactions as deals grow more complex. This analysis explores how these independent third-party assessments help fund sponsors, limited partners, and lenders navigate conflicts of interest, satisfy fiduciary duties, and establish transparent pricing in continuation vehicles, NAV lending, and affiliated asset transfers.

Welcome to Debt Download, Goodwin's monthly newsletter covering what you need to know in the leveraged finance market. Happy Thanksgiving!

In this issue. The Consumer Financial Protection Bureau (CFPB) finalized its rule to remove medical bills from credit reports...

During the course of any lending transaction, lenders will conduct a due diligence review of the borrower, including reviewing any relevant "know-your-customer" information