Cadwalader, Wickersham & Taft LLP

In this week’s edition of Fund Finance Friday: - Launching our first issue of 2026 with a look at Hogan Lovells and Cadwalader’s announced intention to combine, and what this means for the fund finance market. - Chris van Heerden reflects on the key fund finance themes that defined 2025. - Join the Fund Finance Association and LSTA for a CLE webinar next Thursday, January 15, featuring Cadwalader Fund Finance partner Leah Edelboim on the evolving intersection between fund finance and the corporate loan market. - Celebrating 24 lawyers elevated to partner, special counsel and counsel, including members of Cadwalader’s fund finance team. - Find current fund finance hiring opportunities. Read the full newsletter below.

Cadwalader partners Douglas Mintz and Casey Servais, with special counsel Thomas J. Curtin and associate Diarra Edwards, recently authored a Clients & Friends Memo, “Not All Things Are Sacred: District Court Finds Wesco Aircraft Uptier Transaction Is Lawful.” The memo explains that, on December 8, 2025, Judge Randy Crane of the U.S. District Court for the Southern District of Texas reversed the bankruptcy court’s decision in Wesco Aircraft, and held that a pre-bankruptcy uptier transaction did not violate an indenture’s sacred rights provision. Consequently, the Court held that the transaction did not require supermajority consent for amendments that provided for the issuance of new notes as a means to dilute the voting power of a holdout group of noteholders. Read the full memo here: bit.ly/4pBdml7

The Cadwalader team will be at #CREFCMiami, January 11–14 at the Loews Miami Beach Hotel. Come by the Rum Line to meet us! Don’t miss the largest commercial real estate finance event of the year: bit.ly/3LfckNE

Cadwalader partner Peter Malyshev and associates Eli Lee and Christina Mille recently authored a Clients & Friends memo, “CFTC Energy End-User Swaps Pilot Program Reflects Renewed Reassessment of Dodd-Frank Energy Market Constraints.” On December 19, 2025, the CFTC’s Market Participants Division (“MPD”) issued Staff No-Action Letter No. 25-51, establishing a three-month pilot program under which certain energy commodity end-user swaps may be excluded from the swap dealer de minimis calculation. Then-Acting Chairman Caroline D. Pham characterized the initiative as a “recalibrat[ion] [of] outdated regulatory requirements” that have constrained liquidity in energy derivatives markets and increased hedging costs for commercial end users. The pilot reflects a broader Commission effort to reassess the continued appropriateness of post-Dodd-Frank swap dealer thresholds for non-financial commodity (“NFC”) swaps because NFC swaps are fundamentally different from swaps on financial commodities, such as interest rates, financial indices and credits. Read the full memo here: bit.ly/3NbIOZE 

Cadwalader was proud to celebrate the new partner class during a partner orientation and reception in their honor on Tuesday. Here are a few stand-out moments. Thank you to the Cadwalader Center for Career Advancement for organizing this year’s partner orientation and celebration! 

The latest edition of Enforcement Insights features contributions from Cadwalader Compliance, Investigations & Enforcement Group partners Martin Weinstein, Gina Castellano and Laura Perkins, Special Counsel Christian Nils Larson, and associates Jayshree Balakrishnan, Kathleen Comerford, Hyungjoo Han, Damon Porter and Emily Wells. In this issue: - DOJ’s 2025 enforcement rebounded from a slow start, with 2026 expected to bring increased activity focused on waste, fraud and abuse, trade and customs fraud and other priority sectors. - DOJ refined incentives for cooperation by revising its corporate enforcement policy, expanding its whistleblower program and issuing declinations that underscore the value of prompt self-disclosure, remediation and disgorgement. - The FCA became a leading enforcement tool in 2025 across healthcare, government contracting, cybersecurity and trade fraud, with coordinated initiatives expected to sustain aggressive use in 2026. - The reorganized Market, Government and Consumer Fraud Unit, with added resources and a broad fraud mandate, drove notable resolutions in 2025 and is positioned for even greater activity in 2026. - After a temporary pause, FCPA enforcement resumed under new DOJ guidelines prioritizing national security, cartel and TCO involvement and harm to U.S. companies, with increased emphasis on individual prosecutions. - Under Chairman Atkins, the SEC has slowed corporate actions while refocusing on foreign actors, data security and individual accountability and updating the Wells process to enhance transparency and response time. - OFAC maintained active, policy-driven sanctions enforcement (modifying Syria sanctions, targeting cartels and TCOs and bringing significant actions across sectors) highlighting the need for sophisticated, adaptive sanctions compliance programs. Read the full newsletter here: bit.ly/3YWovlt

Cadwalader has advised MidEuropa Partners, a leading European private equity fund headquartered in London, on the financing of its acquisition of Optika Anda, announced on January 7. Founded in 1999, Optika Anda is the largest optical retailer in Croatia and one of the largest independent optical retail platforms in Southeast Europe. The Cadwalader team was led by partners Andro Atlaga and Edward Holmes, and included Valmir Merkaj and other team members.

In case you missed it: Cadwalader’s London financial restructuring team has released the latest edition of the Cramdown Chronicles, featuring timely insights into key restructuring developments and trends shaping the European and UK markets. Read the full guide here: https://bit.ly/4qCXyzc

Cheryl Barnes, Gina Castellano, Sophie Cuthbertson, Chris Dickson, Stuart Goldstein, Christopher Horn, Christopher McDermott, Douglas Mintz, Andrea Nixon Wilson, Jared Stanisci, Mercedes Tunstall, Hunter White, Thomas J. Curtin, James McDonnell and Andrew Thompson have authored a Client & Friends memo, “Money For Nothing: Indictment Details Tricolor Executives’ Alleged Fraudulent Scheme in Black and White.” The memo summarizes the allegations contained in the recently unsealed indictment in the Southern District of New York against Tricolor Holdings LLC’s former CEO and COO, which reveals the details of their alleged scheme to defraud Tricolor’s lenders and investors out of nearly a billion dollars by means of falsified borrowing base reports, payment ledgers, system records and other documentation, as well as the efforts they undertook to conceal the scheme once alerted to concerns being raised regarding Tricolor’s collateralization and securitization practices. Read the full memo here: bit.ly/49Ix4GL 

Cadwalader Fund Finance partner Leah Edelboim will be speaking at Fund Finance Association and LSTA’s CLE webinar, “The Intersection of Fund Finance and the Corporate Loan Market: A Closer Look” next Thursday, January 15 at 4:00 PM ET.   The speakers will discuss the current state of the fund finance industry at the intersection of private credit markets and public loan markets, as well as its explosive growth and expansion over the last decade. They will also explore recent innovations and trends in this space, including the increase in convergence with structured finance, securitization markets and rated transactions.    Register here: bit.ly/4jwTP42