News & Analysis as of

Uniform Commercial Code (UCC) Secured Debt

Tonkon Torp LLP

Uncertainty in Oregon for Crypto Assets Under Commercial Law

Tonkon Torp LLP on

While some states have moved to adopt model Uniform Commercial Code (UCC) provisions to provide a clear legal framework for commercial and secured transactions involving crypto assets, Oregon has yet to take action. This is a...more

Goodwin

Taking Security Interests in Human Reproductive Tissue: Clarifying Lender Options under Federal and State Law

Goodwin on

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

Cadwalader, Wickersham & Taft LLP

Ten Things Every Fund Finance Banker Should Know About the UCC

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

Holland & Knight LLP

New York State Legislature Prepares to Enact Mezzanine Debt and Preferred Equity Tax Bill

Holland & Knight LLP on

In August 2020, a bill was introduced in the New York State Legislature that would tax mezzanine debt (the Mezzanine Debt Bill). The Mezzanine Debt Bill has now been reintroduced in both the Assembly and the Senate and is...more

Husch Blackwell LLP

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

Husch Blackwell LLP on

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

Miller Canfield

To Reclaim or Not to Reclaim, That Is the Question

Miller Canfield on

With many bankruptcy cases looming on the horizon as a result of the pandemic and the measures taken to contain it, prudent creditors are reacquainting themselves with their rights, including the right of reclamation....more

Bowditch & Dewey

Getting Paid in Bankruptcy – Part II, Goods and Services

Bowditch & Dewey on

In this series, we look at how various payment rights are treated in bankruptcy. A summary like this could not possibly address every right that might arise in any given bankruptcy case. We have omitted several of the...more

Foley & Lardner LLP

Seventh Circuit Guidance on Collateral Description in Financing Statements

Foley & Lardner LLP on

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

King & Spalding

Eighth Circuit Rules No Successor Liability for Buyer from Asset Foreclosure Sale

King & Spalding on

On September 19, 2019, the U.S. Court of Appeals for the Eighth Circuit affirmed a lower court’s conclusion that a purchaser at a private foreclosure sale has no successor liability to a debtor’s unpaid creditors. ...more

Hudson Cook, LLP

Don't Assume What a Court Will Assume About Your Contract

Hudson Cook, LLP on

It's often difficult to predict how a court will interpret text, whether the text is part of a statute, a regulation, or a contract. Sure, courts have tools to aid their interpretations, but how a court will apply those tools...more

Jones Day

Secured Lenders’ Interest Does Not Reach Reorganized Equity

Jones Day on

In In re MPM Silicones, LLC, the U.S. District Court for the Southern District of New York recently affirmed a 2014 opinion by the U.S. Bankruptcy Court for the Southern District of New York in an intercreditor dispute that...more

Foley & Lardner LLP

Puerto Rico Case Highlights Need for Secured Parties to Adhere to Good Practices in Documenting Secured Transactions

Foley & Lardner LLP on

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

Dechert LLP

Buyer Beware in the Bankruptcy Claims Trading Market

Dechert LLP on

The Bankruptcy Court for the District of Delaware recently held in In re Woodbridge Group of Companies, LLC that while Rule 3001 of the Bankruptcy Code provides a mechanism for transfers of claims, Rule 3001 is not a...more

Shumaker, Loop & Kendrick, LLP

Client Alert: Managing Credit Risk in the Supply Chain

Companies expend substantial resources managing the credit risk of customers, to protect the value of their sales. Many companies, however, do not always apply credit risk analysis to its supply chain, focusing instead on...more

Miles & Stockbridge P.C.

Check it Twice! A Helpful Reminder to Drafters of UCC-1s

Miles & Stockbridge P.C. on

For a creditor, the difference between a perfected and unperfected security interest can mean the difference between full repayment and receiving mere pennies on the dollar (or nothing) in a bankruptcy. On August 30, 2017, a...more

Troutman Pepper

Lost Mortgage Notes: Those Pesky State UCC Variations

Troutman Pepper on

Desmond v Raymond C. Green, Inc. (In re Harborhouse of Gloucester, LLC), 523 B.R. 749 (1st Cir. BAP 2014) – A Chapter 7 trustee objected to the proof of claim filed by a downstream assignee of a lost mortgage note. ...more

Dorsey & Whitney LLP

Second Circuit Rules Unintended UCC Termination Statement Was Authorized

Dorsey & Whitney LLP on

When terminating a financing statement, it is necessary to be certain that other financing statements are not unintentionally released, according to an opinion last week of the Second Circuit Court of Appeals. The effect of...more

Winthrop & Weinstine, P.A.

Erroneous UCC-3 Termination Leads to Disastrous Consequences

In a recent decision, a U.S. Court of Appeals held that the filing of a UCC-3 termination statement in a relatively simple payoff transaction between General Motors and a lender was still considered "authorized," despite the...more

Parker Poe Adams & Bernstein LLP

A Cautionary Tale – The Need for Bank Oversight on Collateral Releases

Beware!! The story brought to us today courtesy of the Second Circuit Court of Appeals (In re: Motor Liquidation Co., 13-2187) is one that should strike fear into the hearts of all bankers and lawyers. It is a cautionary tale...more

King & Spalding

Delaware Supreme Court: A Mistakenly Authorized UCC Termination Statement is Effective to Terminate Original UCC Filing

King & Spalding on

On October 17, 2014, the Delaware Supreme Court entered an opinion holding that a UCC-3 termination statement that is authorized by the secured party is effective to terminate the original UCC filing even though the secured...more

Farella Braun + Martel LLP

Growers Can Lien on Distressed Wineries

A lot goes into the making of great wine, and when a winery becomes financially unstable, there are a lot of competing interests that need to be satisfied, including the banks that provide the winery with financing, the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court Provides Critical Guidance as to the Commercial Reasonableness of a UCC Article 9 Foreclosure Sale

Secured lenders often resort to non-judicial foreclosure sales of personal property upon a borrower’s default. Article 9, Part 6 of the Uniform Commercial Code requires that every aspect of such a sale must be commercially...more

Blank Rome LLP

Transformation of Tort Claim into Different Type of Collateral Did Not Give Secured Creditor a Lien

Blank Rome LLP on

An October 2011 decision from the United States District Court for the Northern District of New York highlights the importance of correctly taking all of the steps necessary to obtain a security interest in commercial tort...more

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