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And on the 46th Day, Who Wins?
Lenders, financiers, and other creditors are often aware of the ever-present danger of a federal tax lien lurking within a debtor's assets. It is one of many risks that typically must be taken into account in performing due diligence for any financing arrangement. Protecting an interest from a federal tax lien involves both careful legal planning and extensive due diligence with respect to a debtor's assets. In many respects, the federal tax lien represents the worst of both worlds. It is the intersection of complex and multi-layered legal framework involving the federal tax laws, the state and local law adaptations of the Uniform Commercial Code (the “UCC”), and the state common laws of property and contract rights, among others. At the same time, it is a highly fact-determinative inquiry, with questions of priority often turning on the who, what, when, where, and how of the parties' secured or unsecured interests. The end result is large body of continuously evolving and often conflicting case law that can be a headache for anyone attempting to sort through the issues.
This article provides a review of the basic principles of federal tax liens and secured transactions under Article 9 of the UCC (“Article 9″) and discusses certain issues that arise with respect to the priority of federal tax liens against certain interest holders under the “45-day rule” of the Internal Revenue Code of 1986, as amended (the “Code”), explained in more detail below. To guide the discussion, consider the following hypothetical scenarios:
The Article 8 Opt In
The Article 8 opt-in election adds an additional layer of complexity to the already labyrinthine rules governing perfection of security interests under the UCC. A lender that is unaware of the nuances created by the opt in (may find its security interest vulnerable to being primed by another party that has taken steps to perfect in a superior manner under the circumstances.
Major Differences In UK, U.S. Copyright Laws
This article highlights how copyright law in the United Kingdom differs from U.S. copyright law, and points out differences that may be crucial to entertainment and media businesses familiar with U.S law that are interested in operating in the United Kingdom or under UK law. The article also briefly addresses contrasts in UK and U.S. trademark law.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
Strategy vs. Tactics: Two Sides of a Difficult Coin
With each successive large-scale cyber attack, it is slowly becoming clear that ransomware attacks are targeting the critical infrastructure of the most powerful country on the planet. Understanding the strategy, and tactics of our opponents, as well as the strategy and the tactics we implement as a response are vital to victory.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.