When a company enters bankruptcy, its assets are often sold to the highest or best bid. Secured lenders — those who have perfected liens on the company's assets — have a unique advantage under Section 363(k) of the Bankruptcy...more
In the world of commercial leases, a landlord's lien can be a critical tool that provides an additional layer of security for the landlord against tenant defaults. But what exactly does this mean for the landlord, the tenant...more
The Supreme Court recently declined to hear an appeal from the Court of Appeals for the Federal Circuit addressing standing requirements for asserting a patent infringement action. In June, the Federal Circuit reversed a...more
To enhance quality of operations and increase transparency in ownership within skilled nursing facilities (SNFs), the Centers for Medicare & Medicaid Services (CMS) issued its Final Rule for ownership disclosures for Medicare...more
The Cayman Islands (“Cayman”) is recognised as a leading international financial centre and well regarded as a creditor-friendly jurisdiction (with the absence of debtor-friendly insolvency such as Chapter XI in the United...more
Master-series funds are definitely not on our desks on a daily basis; however, they do arise from time to time, and certainly as transactions are becoming more and more bespoke. Care should be taken by lenders when lending to...more
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 II: Ticket to Ride- 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 asset-based...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
This guide provides an overview of the types of assets over which security can be taken, the different types of security, as well as the related procedures for the perfection and enforcement of such security in Africa....more
One of the most important aspects in arranging any fund finance transaction is structuring the security package. As anyone that has ever looked at a complete structure chart for a fund financing transaction knows, even a...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
Last week, the United Kingdom's Financial Conduct Authority issued guidance on its proposed anti-greenwashing rule, which will come into effect at the end of May 2024. (Greenwashing is when a product, service, or firm is...more
The fact that commercial transactions can very easily become complex is not a novel statement. When financial institutions lend money to commercial entities, the basic documentation required to evidence the loan, promise to...more
Lenders relying on a security interest in the accounts receivable of borrowers need to use caution when financing an intermediary business that could be subject to express or constructive trusts. If an intermediary business...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
You knew the wheels were falling off the (medieval) cart when the federal 6th Circuit Court of Appeals rattled off English legal theory from the year 1470, right? Advocates for county land banking activities in...more
Ohio- Implied Warranty Banks v. Shark Auto Sales LLC, 11th Dist. Trumbull, No. 2022-Ohio-3489- In this appeal, the Eleventh Appellate District reversed the trial court’s judgment in favor of the plaintiff on her vehicle...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