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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:
Scenario 1
Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
Defining commercial real estate asset class is essentially a property explaining how it identifies — not necessarily what its original intention was or what others think it ought to be. This article discusses, from a general issue-spot and contextual analysis perspective, how lawyers ought to think about specialized leasing formats and the regulatory backdrops that may inform what the documentation needs to contain for compliance purposes.
Hyperlinked Documents: The Latest e-Discovery Challenge
As courts and discovery experts debate whether hyperlinked content should be treated the same as traditional attachments, legal practitioners are grappling with the technical and legal complexities of collecting, analyzing and reviewing these documents in real-world cases.
Identifying Your Practice's Differentiator
How to Convey Your Merits In a Way That Earns Trust, Clients and Distinctions Just as no two individuals have the exact same face, no two lawyers practice in their respective fields or serve clients in the exact same way. Think of this as a "Unique Value Proposition." Internal consideration about what you uniquely bring to your clients, colleagues, firm and industry can provide untold benefits for your law practice.
Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
Turning Business Development Plans Into Reality
This article offers practical insights and best practices to navigate the path from roadmap to rainmaking, ensuring your business development efforts are not just sporadic bursts of activity, but an integrated part of your daily success.