Delaware bankruptcy litigants get lost in Article 9’s anti-assignment override provisions

by Thompson Coburn LLP

A recent Delaware bankruptcy court decision may leave bankruptcy-claim traders somewhat confused as to how to properly navigate the anti-assignment “override provisions” set forth in Revised Article 9 of the Uniform Commercial Code.

In In re Woodbridge Group of Companies, LLC, 2018 WL 3131127 (Bankr. D. Del. June 20, 2018), a group of affiliated Chapter 11 debtors squared off against a bankruptcy-claims trader over the proper construction and application of Revised Article 9’s anti-assignment override provisions. Unfortunately, the litigants’ competing arguments sought to take the court on an incomplete and misdirected journey through these intricate provisions. As a result, the court’s opinion ultimately appears to bump up against several fundamental Article 9 concepts. 

This post will (a) provide a brief overview of Revised Article 9’s override provisions, (b) examine how the Woodbridge litigants’ competing constructions of these provisions were incomplete, on the one hand, and erroneous, on the other, and (c) explain how the court may have nevertheless ended up reaching the correct outcome.

Overview of Revised Article 9’s override provisions

Borrowing from similar but more limited provisions that existed under “Old Article 9” of the UCC, the drafters of Revised Article 9 developed a series of intricate provisions that limit the extent to which contractual anti-assignment clauses and other state law restrictions on assignment might otherwise impede the ability of parties to engage in Article 9 transactions.

These so-called anti-assignment “override provisions” span four separate sections of Revised Article 9; however, UCC §9-406 and UCC §9-408 are generally recognized as containing the broadest and most widely-applicable override provisions.[1]   

Although UCC §9-406 and UCC §9-408 very neatly complement one another, sorting through the differing scope and application of these separate Sections is by no means an intuitive exercise.[2] The process of differentiating the two Sections’ override provisions is further complicated by the expanded range of non-lending transactions now covered by Article 9. Specifically, while Old Article 9 covered the sale and absolute assignment of chattel paper and accounts (albeit, under a much narrower definition of “accounts” than now exists under Revised Article 9), Revised Article 9 not only covers the latter transactions, it also extends to sales and absolute assignments of promissory notes and payment intangibles.[3]

As one member of the Revised Article 9 Drafting Committee has adeptly set forth in tabular form,[4]  the breakdown between those Article 9 transactions covered by the override provisions set forth in UCC §9-406 versus those set forth in UCC §9-408 can be summarized as follows:

  • UCC 9-406’s override provisions apply to (a) collateral assignments of chattel paper, payment intangibles, promissory notes and accounts (other than health-care-insurance receivables), and (b) absolute assignments of chattel paper and accounts (other than health-care-insurance receivables);[5]  and 
  • UCC 9-408’s override provisions apply to (a) collateral assignments of general intangibles (other than payment intangibles) and health-care-insurance receivables, and (b) absolute assignments of promissory notes, payment intangibles and healt-care- insurance receivables. 

The fundamental distinction between UCC §9-406’s override provisions versus those of UCC §9-408 rests in the differing extents to which anti-assignment clauses and restrictions are “overridden” under the two Sections. Specifically, whereas UCC §9-406 overrides anti-assignment clauses and restrictions to the extent that they impair the “creation, attachment, perfection or enforcement” of Article 9 interests, UCC §9-408 only overrides such clauses and restrictions to the extent that they impair the “creation, attachment or perfection” of an Article 9 interest. Thus, while the override under UCC §9-406 extends to “enforcement,” the override under UCC 9-408 does not. 

What this means in practical terms is that in a transaction covered by UCC §9-406, the Article 9 “secured party” (i.e., a secured lender or an absolute assignee covered by Revised Article 9) has the potential ability to enforce the assigned rights directly against the third-party obligor, that is, notwithstanding that the relationship between the debtor/assignor and the third-party obligor may be subject to an anti-assignment clause or restriction. In contrast, in a transaction covered by UCC §9-408, the secured party (i.e., the secured lender or absolute assignee) cannot enforce the assigned rights directly against the third-party obligor. Instead, UCC §9-408(d) expressly excuses a third-party obligor protected under an otherwise enforceable anti-assignment clause or restriction from recognizing the secured party as a proper assignee and/or from paying or otherwise rendering performance to the secured party.[6]

What happened in Woodbridge

The Woodbridge opinion arose out of the jointly-administered Chapter 11 proceedings of a real estate finance and development enterprise whose founder has been accused of operating the business as an elaborate Ponzi-scheme.

The specific dispute addressed by the court involved a series of $25,000 promissory notes that one of the Woodbridge Debtors had issued prior to bankruptcy to a Florida couple named Joseph and Elissa Berlinger. Each of the promissory notes contained very strict anti-assignment provisions that prohibited the Berlingers from assigning their rights as payees under the promissory notes to a third-party without first obtaining the applicable Debtor’s prior written consent. Additionally, the promissory notes expressly provided that any such attempted assignment without the applicable Debtor’s prior written consent would be null and void. 

After the Woodbridge Debtors filed for bankruptcy, the Berlingers unilaterally (i.e., without seeking or obtaining the applicable Debtor’s prior consent) assigned the promissory notes to Contrarian Funds LLC, a seasoned distressed debt purchaser. In accordance with Bankruptcy Rule 3001(e)(1), Contrarian thereafter filed a proof of claim in its own name against the Debtors’ bankruptcy estates for the amounts allegedly owing under the promissory notes.  

Less than two months later, the Debtors lodged an objection to Contrarian’s proof of claim, asserting that pursuant to the promissory notes’ anti-assignment provisions, Contrarian had no right to assert the proof of claim. In response, Contrarian argued, among other things, that the promissory notes’ anti-assignment provisions were statutorily overridden pursuant to UCC §9-408 (as enacted in Delaware, the state whose substantive laws were deemed controlling under the terms of the promissory notes). 

Contrarian, of course, was entirely correct in identifying UCC §9-408 as setting forth the operative override provisions. UCC §9-408(b) expressly provides that UCC §9-408’s override provisions apply to the “sale of . . . [a] promissory note” and there was no dispute that the transfer of the promissory notes from the Berlingers to Contrarian constituted an outright sale and absolute assignment as opposed to some form of disguised financing transaction. 

However, Contrarian did not follow-up the foregoing point by tracing through the relevant implications flowing from the fact the applicable override provisions were those set forth in UCC §9-408. Specifically, as noted in the overview set forth above, in contrast to UCC §9-406’s override provisions, UCC §9-408’s override provisions do not override “enforceability.” Accordingly, under UCC §9-408(d), the Debtors have no obligation to recognize Contrarian as the transferee of the promissory notes and, by extension, as the proper party to assert the proof of claim.  

This appeared to be precisely the point that the Debtors were attempting to make — that they were not required to recognize Contrarian as the transferee of the promissory notes and/or as the party entitled to assert the corresponding proof of claim. Yet, instead of simply advancing this fundamental point, the Debtors inexplicitly posited the alternative and grossly erroneous proposition that UCC §9-408’s override provisions do not apply to the sale and absolute assignment of promissory notes. Specifically, the Debtors contended that the language in UCC §9-408(b) referring to the “sale of . . . [a] promissory note” was only intended to apply to a secured lender’s sale or assignment of a collateral security interest in a promissory note. 

The court’s analysis

Presented with the above arguments, the court felt compelled to take a step back and question Revised Article 9’s overall applicability to the outright sale or absolute assignment of promissory notes. This, in turn, led the court to observe with apparent incredulity that “[i]f . . . the drafters of the UCC intended for there to be a bright line rule, classifying all sales of promissory notes as security interests, the courts would have nothing to decide; courts would simply apply [Revised Article 9’s override provisions] and move on.”

In point of fact, with a few narrow exceptions,[7] this is precisely what the drafters of Revised Article 9 intended. They wanted to bring the outright sale and absolute assignment of promissory notes within the scope of Article 9 and have such sales and assignments treated as “security interests” for purposes not only of Article 9’s general rules on perfection and priority, but also its anti-assignment override provisions. [8]

Following up on the above-referenced point, the Woodbridge court next focused its attention on UCC §9-406(e), which provides that UCC §9-406’s anti-assignment override provisions “do[ ] not apply to the sale of a . . . promissory note.” The court did not see the foregoing language as merely a “road marker” directing parties engaged in the proposed purchase and sale of a promissory note under Article 9 to look to UCC §9-408 rather than UCC 9-406 for the applicable override provisions. Instead, it accepted the Debtors’ alternative but, again, erroneous construction of UCC §9-406(e) as setting forth a broad pronouncement “endors[ing] the enforceability of anti-assignment provisions in the sale, or assignability of promissory notes.” 

On the basis of the latter misconstruction, the court then interpreted UCC §9-408(b)’s reference to the “sale” of a “promissory note” as necessarily being limited to a collateral security interest in a promissory note. Otherwise, the court concluded, UCC §9-408(b) would “eclipse” the provisions of UCC §9-406(e) and, thereby, “violate the canon against surplusage.” Accordingly, the court expressly found “that UCC §9-408 is inapplicable here” and ruled that the proof of claim as asserted by Contrarian should be disallowed.[9]


Notwithstanding the incomplete and misdirected arguments presented along the way, it appears that the court in Woodbridge may have ultimately arrived at the correct outcome.[10] As noted above, UCC §9-408(d) expressly provides that a party in the Debtors’ position has no obligation to recognize a party such as Contrarian as the transferee of a promissory note and/or to make payment or distribution to such transferee. Thus, it would seem that the Woodridge court was correct in disallowing the proof of claim filed by Contrarian.

Nonetheless, going forward, claims-traders and other parties implicated by Revised Article 9’s anti-assignment override provisions would be well-advised to steer clear of the confusion and misconstruction that occurred in Woodbridge and more faithfully adhere to Revised Article 9’s road map (as intricate and opaque as it may often seem).[11]

[1] The other Sections of Revised Article 9 containing anti-assignment override provisions are UCC §9-407 (overriding certain anti-assignment restrictions with respect to the assignment of personal property leasehold interests and lessor residual interests) and UCC §9-409 (overriding certain anti-assignment restrictions with respect to the assignment of certain interests in letters of credit).

[2] After Revised Article 9’s initial promulgation, controversy and debate arose even among academic heavy-hitters as to the proper interpretation and application of certain features of UCC §§9-406’s and 9-408’s override provisions. See, e.g., N. Cohen and W. Henning, "Freedom of Contract vs. Free Alienability: An Old Struggle Emerges in a New Context," 46 Gonzaga L. Rev. 353 (2010/11). Ultimately, the foregoing controversy and debate led to certain “clarifying” amendments being added to UCC §9-406 and UCC §9-408 as part of the 2010 Amendments to Revised Article 9. 

[3] See UCC §1-102(32)(2000) (redefining the term “security interest” to include “a buyer of . . . a payment intangible or a promissory note”); UCC §9-109(a)(3)(2000) (providing that Article 9 applies to “a sale of . . . payment intangibles, or promissory notes”); Official Comment 4 to UCC §9-109 (“Subsection (a)(3) expands the scope of this Article by including the sale of . . . a ‘promissory note’”). 

[4] See E. Smith, “Revised Article 9 Anti-Assignment Rules,” printed in "The Emerged and Emerging New Uniform Commercial Code," SG043 ALI-ABA 401 (November 2001).

[5] The override rules in UCC §9-406 are also expressly made subject to any state law which establishes a different rule for an account debtor who is an individual and who incurred the obligation primarily for personal, family, or household purposes.

[6] See UCC §9-408(d)(3).

[7] Thus, for instance, UCC §9-109(d)(3) expressly excludes from the scope of Revised Article 9 the sale of a promissory note as a part of a sale of the business out of which the promissory note arose—a scenario which was clearly not implicated in the transfer of the promissory notes from the Berlingers to Contrarian. Similarly, UCC §9-109(d)(4) expressly excludes from the scope of Revised Article 9 the sale of a promissory note “which is for the purpose of collections only.” Again, this scenario would also not appear to apply to the transaction at issue in Woodbridge, for the transfer agreement between Berlingers and Contrarian permitted Contrarian to engage in activities other than simply “collecting” on the promissory notes. Thus, for instance, Contrarian was expressly empowered under the parties’ transfer agreement to “vote” any claim asserted under the promissory notes during the course of Woodbridge’s Chapter 11 proceedings. 

[8] See, e.g., Official Comment 5 to UCC §9-406 (“Section 9-408 addresses anti-assignment clauses with respect to the sales of payment intangibles and promissory notes.”). 

[9] Woodbridge., at 13-14. In so ruling, the Court expressly provided that such disallowance was “without prejudice to the right of the Berlingers to assert such claim on their own behalf, as the claim has been duly scheduled by the Debtors.”

[10] Conceivably, Contrarian might have argued that as a matter of federal supremacy, the provisions of Fed. R. Bankr. P. 3001(e)(1)(providing that if a claim is absolutely assigned before a proof of claim has been filed, the assignee must file the proof of claim in its own name) supersede the protections and limitations afforded under UCC §9-408(d). However, the court has already signaled that it would be not receptive to any such argument. See Woodbridge, at 4 (wherein the court indicated that Bankruptcy Rule 3001(e) does not “impair[]the Court’s authority to determine and enforce applicable non-bankruptcy law concerning contract provisions which may restrict transfers of claims.”).

[11] Of course, the Woodbridge decision is certainly not the first occasion in which Article 9 and its rather counterintuitive extension to certain personal property sales and absolute assignments have generated interpretative confusion. In Octagon Gas Systems, Inc. v. Rimmer (In re Meridian Reserve, Inc.), 995 F.2d 948, 957 (10th Cir. 1993), the Tenth Circuit Court of Appeals shocked the securitization and factoring worlds by reaching the now universally-condemned conclusion that “because, under Article 9, a sale of accounts is treated as if it creates a security interest in the accounts, accounts sold by a debtor prior to bankruptcy remain property of the debtor’s bankruptcy estate.”

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Thompson Coburn LLP | Attorney Advertising

Written by:

Thompson Coburn LLP

Thompson Coburn LLP on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at:

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit
  • New Relic - For more information on New Relic cookies, please visit
  • Google Analytics - For more information on Google Analytics cookies, visit To opt-out of being tracked by Google Analytics across all websites visit This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at:

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.