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Security Agreements

Sullivan & Worcester

Are Syndicated Term Loans Securities? The Second Circuit Says No.

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On August 24, 2023, the Second Circuit Court of Appeals determined in the highly anticipated case, Kirschner v. JP Morgan Chase Bank N.A., et al., that syndicated term loans are not securities. The Court upheld the district...more

Bracewell LLP

DSAs: Calculating Security and the Role of Expert Determination

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Decommissioning. A word familiar to all of those who are involved in oil and gas exploration and production around the globe. It is defined in the Cambridge English Dictionary as “taking a factory or other industrial...more

King & Spalding

Eleventh Circuit Holds that D’Oench Doctrine Bars Lack of Authority Defense

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On January 12, 2023, the U.S. Court of Appeals for the Eleventh Circuit reversed the dismissal of a claim against Renasant Bank seeking to invalidate a security interest that Renasant acquired through an FDIC receivership....more

Kerr Russell

New Law Clarifies Lenders’ Rights To Collect Rent From Tenants Of A Borrower

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When a landlord defaults on a mortgage of its rental property, the lending institution will typically seek to collect rent from the borrower’s tenants in order to secure repayment of the loan....more

Foley & Lardner LLP

Farm Equipment Supplier Case Demonstrates Vermont Court’s Willingness to Enforce Plain Meaning of Applicable Statutes

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In Northeast Farm Sales and Service, Inc. v. Krone NA, Inc., a farm equipment dealer, Northeast Farm Sales and Service, Inc. (Northeast Farm), sued Krone NA, Inc. (Krone), a supplier of farm equipment, in the dealer’s home...more

Cadwalader, Wickersham & Taft LLP

‘I’ll Be There for You’ December 2022 | Issue No. 203 - Are Loans Securities?

We have been following a case that has been winding its way through New York federal courts for some time that players in the syndicated loan market have described as everything from “a potential game changer” to an...more

Dunlap Bennett & Ludwig PLLC

Updating Government Contracting Documents for Cybersecurity

This article is the third and final installment in a series of articles about how lawyers can better serve their clients by involving themselves in cybersecurity planning at an early stage. Just like Return of the Jedi was...more

Cadwalader, Wickersham & Taft LLP

Searching for Dragons to Slay - March 2022 | Issue No. 167: ‘NAV’igating Cayman LP Interest Security – Lender FAQs

As noted in our previous update, “‘NAV’igating Cayman Share Security – Lender FAQs,” fund finance lenders are increasingly encountering pledges of shares in SPVs incorporated in the Cayman Islands as part of the collateral...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

Cadwalader, Wickersham & Taft LLP

Miami, Here We Come - February 2022 | Issue No. 162 - Ogier CAYLUX – Fund Finance: The Investor Notice

The security package for a subscription facility will typically include security over the uncalled capital commitments of a fund’s investors, including: (i) the right to make capital calls on investors in respect of their...more

Cadwalader, Wickersham & Taft LLP

Just the FAQs - December 2021 | Issue No. 154 - ‘NAV’igating Cayman Share Security – Lender FAQs

As the universe of asset-based and hybrid facilities continues to expand, fund finance lenders are increasingly encountering pledges of equity interests issued by funds or SPVs domiciled in popular jurisdictions outside of...more

Cadwalader, Wickersham & Taft LLP

What’s in a Name? Court Holds That Despite Its Title, a Security Agreement Also Subordinated Junior Creditor’s Rights to Payment

On October 29, 2021, Judge Laura Taylor Swain, the presiding judge in the Puerto Rico bankruptcy case, ruled that approximately $2 billion in intragovernmental loan claims were subordinated to bonds issued by the Puerto Rico...more

Jones Day

An Equitable Tightrope: Blackjewel's Balancing Act on After-Acquired Property in Bankruptcy

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It is well recognized that, in keeping with the "fresh start" or "rehabilitative" policy, the Bankruptcy Code invalidates after-acquired property clauses in prepetition security agreements, but also includes an exception to...more

Cadwalader, Wickersham & Taft LLP

An Active October - October 2021 | Issue No. 148 - A Brief Primer on Cayman Security

Many subscription facilities governed by New York law grant the lender a security interest in rights to call capital from the limited partners of exempted limited partnerships formed under the laws of the Cayman Islands....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

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

McCarter & English Blog: Government Contracts...

DOD Issues Final Rule Codifying The NISPOM

On December 21, 2020, the Department of Defense (DoD) Office of the Undersecretary of Defense for Intelligence & Security published a Final Rule codifying the National Industrial Security Program Operating Manual...more

Farella Braun + Martel LLP

Hidden Liens in Custom Crush Relationships: How to Avoid Being Caught Between Creditors

Custom crush is an effective method for vintners to start and grow their label and brand without requiring the capital intensive investment of a dedicated winery. When evaluating potential custom-crush facilities and...more

K&L Gates LLP

Relationship Between a Security Agreement and the Underlying Primary Agreement – A New Development

K&L Gates LLP on

The PRC Civil Code and the Supreme Court Interpretation on Application of the Relevant Security Provisions in the Civil Code (the Interpretation) that came into effect on 1 January 2021 have both altered the position of...more

Hogan Lovells

Keep well and prosper – Shanghai court validates Hong Kong decision affirming U.S. bondholder claims

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In a significant development, the Shanghai Financial Court has announced its ruling in the first case in China involving an application for recognition and enforcement of a Hong Kong court judgment relating to the...more

Sullivan & Worcester

Meeting the Challenges Covid-19 Poses for Trade Finance Transactions: Key Issues to Consider When Making Amendments and Waivers

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This article is the second in a series looking at how to address some of the issues affecting trade finance documentation and transactions in the current climate. The first article in this series analysed some of the...more

International Lawyers Network

Should You Record a Transfer or Document against a Copyright?

Suppose that you have an assignment of a copyright or a security agreement for a copyright.  Are you required to record this assignment or security agreement against the copyright registration?  Should you record this...more

Troutman Pepper

Lender Beware: Two Recent Bankruptcy Cases Highlight Importance of Diligence in UCC-1 Filings

Troutman Pepper on

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

Mayer Brown

Bankruptcy trustee appeals Seventh Circuit’s ruling on sufficiency of UCC collateral description to US Supreme Court

Mayer Brown on

Last October we highlighted an important ruling issued in September 2019 by the Seventh Circuit in the bankruptcy proceeding of In re I80 Equipment, LLC. The Circuit Court in that case reversed a decision from the lower...more

Hodgson Russ LLP

UCC Requirements for Describing Collateral in Financing Statements – REDUX

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In late 2018, we wrote to remind you about the importance of complying with the UCC in preparing collateral descriptions for financing statements. In that article, we discussed a 2018 District Bankruptcy Court decision...more

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