Bar Exam Toolbox Podcast Episode 274: Listen and Learn -- UCC Expectation Damages (Contracts)
JONES DAY TALKS®: UCC Proposed Amendments Address Crypto and Other Digital Assets
Podcast: DeFi and Digital Assets: What do the UCC Amendments Mean for Business Transactions? [More with McGlinchey, Ep. 46]
Tokenization of IP Rights and NFTs in Commercial Finance [More with McGlinchey, Ep. 32]
Advancing Agriculture: Security Interests and Article 9 Challenges (Part 1)
Law School Toolbox Podcast Episode 267: Listen and Learn -- UCC 2-207 ("The Battle of the Forms")
Bar Exam Toolbox Podcast Episode 98: Listen and Learn -- The "Battle of the Forms" under UCC 2-207
Bar Exam Toolbox Podcast Episode 71: Tackling an MEE Contracts Essay Question
Making Cents of Your Cash Management Agreements
On July 1, 2024, the Commonwealth of Pennsylvania joined twenty-three other states in adopting Uniform Commercial Code Article 12 and the accompanying amendments to the Pennsylvania Uniform Commercial Code....more
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
At the bottom of the stack in investment fund structures, there are generally “real” assets—things like equity interests in portfolio companies, mortgage loans, commercial receivables, maybe even bricks and mortar. Fund...more
The official drafting committees of the Uniform Commercial Code have promulgated proposed amendments (the “2022 Amendments”) to address transactions with certain digital assets, notably adding a new Article 12 on Controllable...more
A seller of goods may gain priority over other creditors, and enhanced prospects for payment, by taking and perfecting a purchase money security interest (PMSI) in the goods sold to a customer. This article will explain what...more
Non-fungible tokens, crypto tokens, cryptocurrencies, and other digital assets generally cannot be held in your physical hands, but they may now be legally possessed, under the Uniform Commercial Code in Delaware and other...more
Beginning July 1, 2023, many states began accepting revised Uniform Commercial Code (UCC) forms to perfect security interests. These revised forms were adopted earlier this year by the International Association of Commercial...more
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
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
Legislation to impose a tax on the creation of mezzanine debt and preferred equity was reintroduced on Jan. 4, 2023, in the last two sessions of the New York state legislature, by the same state senators who proposed it...more
A new Article 12 and amendments to Article 9 regarding “controllable electronic records” would govern transactions and security interests in digital assets. On July 13, 2022, the Uniform Law Commission (in partnership...more
Can human reproductive tissue (“HRT”) held by a fertility clinic serve as collateral for a loan to (or investment in) the fertility clinic? In short, the scope and extent of governmental regulation addressing the sale of or...more
Most U.S. lenders are familiar with the need to file a Uniform Commercial Code financing statement to perfect a security interest in collateral. Most lenders are also aware that financing statements must be updated if the...more
The initiative to draft a code that would unify commercial transactions across U.S. states came about in 1942. The drafters went to work in a remarkable setting that, aside from a global war, was marked by clashes of...more
The lesson from In re First River Energy LLC: Even though Texas lien law does not require the filing of a financing statement for perfection, file one anyway. It will be helpful in the event a dispute is decided under the...more
While it is clear that the current COVID-19 crisis has touched every part of society and the economy, the governmental response and protections have not been uniform. The federal, state and local guidance has largely focused...more
Lenders should view as cautionary tales two recently handed down decisions regarding UCC-1 financing statements and the perfection of security interests. On December 20, 2019, the U.S. Bankruptcy Court for the District of...more
In a previous blogpost, we explained the technical requirements for financing statements and the potential risks of failing to satisfy them, highlighting a case where the court ruled, under a prior version of the Puerto Rico...more
In our recent post, we discussed the Seven Secrets of Security Interests relevant for owners or buyers of intellectual property. But after an IP owner grants a security interest in intellectual property, how do you make it...more
Last year, the U.S. Bankruptcy Court for the Central District of Illinois determined in In re I80 Equipment, LLC that a financing statement which referenced a description of the collateral, but did not contain or attach the...more
Lenders often finance items that are installed in and/or affixed to their customers’ other leased or financed assets. When these items, known as “accessions,” are part of the transaction, they are usually “perfected” by the...more
An April 12, 2019 Delaware Bankruptcy Court decision in the Sports Authority Chapter 11 case (In re TSAWD Holdings, Inc.) is an important reminder for sellers of goods on properly obtaining security in the goods they sell, to...more
Recently, two federal courts issued decisions defining the detail needed in collateral descriptions in financing statements. This is significant because if the collateral description is not sufficient then the financing...more
In a consignment distribution model, a third party Warehouse (the consignee) takes possession of goods on behalf of a Vendor (the consignor) for sale to Customers. Title passes directly from the Vendor to the Customer, and...more
Manufacturers encounter financing statements in many contexts – as a borrower, as a supplier of goods sold on credit, as a seller in a leveraged acquisition, as a seller of equipment where financing is provided to the buyer...more