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Preventing Conflicts Between Secured Creditors and Franchisors
Lenders, franchisees, and franchisors all have a concern in preventing conflicts between their respective interests. The Uniform Commercial Code (“UCC”) was amended to strike a balance among the parties. However, the recent credit crisis has demonstrated that the UCC is only the starting point for the analysis. Some counsel advocate that franchisors should attempt to perfect their interests as secured creditors. The realities of franchising require closer study of whether this is advisable and whether it is better to negotiate superior arrangements.
The UCC grants secured creditors certain “rights, obligations and remedies” against third parties, such as the borrower, other lenders, tax creditors, and the franchisor. In UCC parlance, the “secured creditor” (typically a lender) takes a “security interest” (a lien) in “collateral” (typically assets of the franchisee), and that interest has priority over the conflicting claims of third parties (other creditors and the franchisor). The secured interest is “authenticated” by a “security agreement,” which is the contract between the secured creditor and the debtor. The security agreement describes the collateral that secures the debt, and the rights and remedies of the secured creditor. Theoretically, the security agreement no longer needs to be in writing as long as it is authenticated by click license or even an audio recording (if it is authenticated). Merely having a security interest in collateral is insufficient for the secured creditor to gain much advantage over other conflicting interests.
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.
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.
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.
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.