Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
The Anti-Assignment Override Provisions
Like the knight in a game of chess, UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?
In general, Section 9406(d) overrides (renders “ineffective”) a term in an agreement between an account debtor and an assignor or in a promissory note to the extent such term prohibits or restricts the creation, attachment, perfection or enforcement of a security interest in an account, chattel paper, payment intangible, or promissory note (or to the extent the security interest may give rise to a breach or termination of the underlying agreement or note). Section 9408(a) overrides a term in a promissory note or in an agreement between an account debtor and a debtor to the extent such term would impair the creation, attachment or perfection of a security interest in a promissory note, health care insurance receivable, or general intangible (or to the extent the security interest may give rise to a breach or termination of the underlying note, receivable or general intangible).
A 9406(d) example is a provision in a license agreement that prohibits the licensor from granting a security interest to a third party in the royalties payable by the licensee under the license. The “account debtor” in this example is the licensee, and the right to payment of the royalties is an “account.” Section 9406(d) renders this provision unenforceable. A 9408(a) example is a provision in a license agreement that prohibits the licensee from granting a security interest to a third party in its rights under the license. The “account debtor” in this example is the licensor, and the rights of the licensee under the license are a “general intangible.” Section 9408(a) renders this provision unenforceable.
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.