News & Analysis as of

Uniform Commercial Code (UCC) Borrowers

Akin Gump Strauss Hauer & Feld LLP

Demystifying the Out-of-Court Foreclosure Process

Mezzanine lenders looking to foreclose on their collateral have the advantage of being able to pursue remedies outside of court. But the process, which is described in the Uniform Commercial Code (UCC), is often ill...more

Balch & Bingham LLP

Alabama Enacts Uniform Commercial Receivership Act

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On May 15, 2024, Alabama became the thirteenth state to adopt a version of the Uniform Law Commission’s Uniform Commercial Real Estate Receiver Act (the “Act”). The Act seeks to bring more direction and clarity to...more

Paul Hastings LLP

Looking for Liquidity in Foreign Places: A Lender’s Guide to Financing Goods Located Outside the US Part I

Paul Hastings LLP on

Part I: Whose Law is it Anyway? With elevated interest rates and rising labor and supply costs, many U.S. companies are looking for additional sources of capital to continue growing their businesses. Companies with...more

Morrison & Foerster LLP

UCC Foreclosure Commercially Reasonable

In a recent case, U.S. District Judge Edgardo Ramos ruled that a foreclosure sale governed by Article 9 of the New York Uniform Commercial Code (UCC) was “commercially reasonable” when viewed as a whole, denying claims made...more

ArentFox Schiff

Avoiding Collateral Damage: Taking the (Re)Pledge [Part III]

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This constitutes the third in a four-part series that discusses the practice of repledging (sometimes referred to as “rehypothecation”), how standard agreements allow for repledging, the treatment of repledging under current...more

Proskauer - Blockchain and the Law

Part I: NFT Lending — Legal Issues Involving Secured Transactions under the UCC, Pre- and Post-Article 9 and 12 Amendments

Despite the protracted crypto bear market, innovators in non-fungible tokens (“NFTs”) are hard at work. Gone are the days when NFTs were merely profile pictures (“PFPs”) displayed on a pseudonymous social media account or...more

Cadwalader, Wickersham & Taft LLP

Wire You Foreclosing?

Does a lender have the right to foreclose its mortgage if a payoff of such mortgage is made by wire transfer, but the payment does not make it to the lender’s account? A recent case, heard on appeal by the New York Supreme...more

Seward & Kissel LLP

Net Asset Value Credit Facilities: Key Issues And The Current Market

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Net asset value based credit facilities (“NAV Facilities”) are credit facilities pursuant to which the availability thereunder is based on the net asset value of the investments of the borrower, typically a private fund. The...more

Goulston & Storrs PC

When the Levee Breaks: Understanding Key Variations in CRE Collateral and Foreclosure Processes

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Following the turmoil of the Great Recession, the commercial real estate (CRE) industry generally benefitted from favorable financing conditions for more than a decade. An ocean of available capital and low interest rates...more

Troutman Pepper

Decision by New York's Highest Court Results in Account Debtor Owing Its Counterparty's Debts

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In Worthy Lending LLC v. New Style Contractors. Inc., New York’s highest court, the New York Court of Appeals, has ruled that a security interest includes a lender’s right to force the borrower’s account debtors to remit...more

Cadwalader, Wickersham & Taft LLP

Code Update: Get Ready March 2023 | Issue No. 214 - New UCC Article 12 Matters to More than Just Cryptocurrency

After being approved by its drafting committees last summer, a new article to the Uniform Commercial Code is now making its way through state legislatures for enactment. Because the new Article 12 and its related code...more

Troutman Pepper

NY Court of Appeals' Ruling Results in Account Debtor Owing Its Counterparty's Debts Under UCC Article 9

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In Worthy Lending LLC v. New Style Contractors. Inc., the New York Court of Appeals held that a security interest includes a lender’s right to force the borrower’s account debtors to remit payments directly to the lender,...more

White and Williams LLP

New York Lawmakers Re-introduce Legislation to Impose Recording Tax on Mezzanine Loans and Preferred Equity Investments

New York State lawmakers have reintroduced proposals to impose a tax on the creation of mezzanine debt and preferred equity. Both the New York Senate and Assembly have put forward similar bills that would require both...more

Tannenbaum Helpern Syracuse & Hirschtritt LLP

Proposed Tax on Real Estate Mezzanine Debt and Preferred Equity Financing…Once Again.

Earlier this month, the New York State Senate (S318) and Assembly (A407) reintroduced proposed legislation seeking to extend the New York State mortgage recording tax to mezzanine debt and preferred equity financings. This...more

Seward & Kissel LLP

Promissory Notes

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A promissory note, in its simplest form, is an instrument by which a Borrower (the Maker) acknowledges its obligation to repay the Lender (the Payee). Historically, Lenders required Borrowers to enter into both a credit...more

Faegre Drinker Biddle & Reath LLP

Do You Know Your Debtor’s Name? Minor Mistakes in UCC-1 Financing Statements Might Be Seriously Misleading

Zero tolerance continues to be the name of the game in drafting Uniform Commercial Code (UCC) financing statements. While in some states, minor mistakes in UCC financing statements may be forgiven, in at least Florida, no...more

Cadwalader, Wickersham & Taft LLP

Going Green - February 2022 - Further Developments in Mezzanine Foreclosures

The New York State Supreme Court, County of New York (the “Court”) decided in Atlas Brookview Mezzanine LLC v. DB Brookview LLC, on November 18, 2021, that an accommodation pledge entered into in connection with a mortgage...more

A&O Shearman

The Scope of Article 8 Mandatory Choice-of-Law Rule

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The scope of the mandatory choice-of-law rule set forth in Uniform Commercial Code (UCC) section 8-110(a)(1), which provides that “the local law of the issuer’s jurisdiction . . . governs . . . the validity of a security,” is...more

Amundsen Davis LLC

Cross Collateralization Generally Not Created By Note Alone

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From time to time, we review loan files for clients to confirm they have the collateral they think they do. Assume a lender has a properly perfected $1,000,000 mortgage loan and a $500,000 line of credit secured by all of the...more

Holland & Knight LLP

Lenders and Borrowers Beware: EIDL Fraud Alert

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Holland & Knight has learned through customary deal due diligence that some borrowers – especially those who received a Paycheck Protection Program (PPP) loan through the U.S. Small Business Administration (SBA) – may have...more

Moritt Hock & Hamroff LLP

New York Appellate Court Puts Huge Road Block In Way Of Borrowers Seeking To Enjoin UCC Article 9 Sales

Over the last year, since the onslaught of the COVID-19 pandemic, we have continued to report on how the courts have handled efforts by lenders to address pandemic-related defaults, including by means of Uniform Commercial...more

Morrison & Foerster LLP

Courts: A Foreclosure Pandemic Pause? (Part 3)

Since the start of the COVID-19 pandemic, borrowers and lenders alike have sought clarity regarding the permissibility of UCC foreclosure sales in the midst of the ongoing pandemic and the resulting economic fallout, as...more

Pillsbury Winthrop Shaw Pittman LLP

New York State Assembly Reintroduces Legislation Imposing Recording Tax on Mezzanine Debt and Certain Preferred Equity Investments

On January 22, 2021, several New York State Assembly Members reintroduced legislation (Bill No. A03139) that seeks to amend New York’s Real Property Law and Tax Law, New York’s Tax Law and New York’s Uniform Commercial Code...more

Husch Blackwell LLP

Advancing Agriculture: Security Interests and Article 9 Challenges (Part 1)

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Welcome to Episode 2 of Advancing Agriculture with your hosts from Husch Blackwell, Stephanie E. Kaiser and Elizabeth Benefield, where they discuss practical tips and advice on various topics related to ag lending. In this...more

Moritt Hock & Hamroff LLP

The Courts’ View of UCC Article 9 Sales In The COVID-19 Environment Is Clearly Changing

While the world may be in a state of semi-paralysis waiting for a COVID-19 vaccine, the legal environment involving creditors’ rights has changed significantly during the past several months. In the beginning of the...more

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