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Spinning Off an Underperforming Division
Recently, Gannett announced that it intended to spin off its publishing business from its faster-growing assets. Such a strategy has become a common way for corporations to address underperforming assets. However, if the newly spun-off company runs into financial difficulties, it can be, and often is, second-guessed by creditors ' and lawsuits can follow. This is precisely the scenario that occurred with Verizon Communications, Inc.'s spin-off of its print and digital directory business.
In U.S. Bank Nat'l Assoc. v. Verizon Comm., Inc., 761 F.3d 409 (5th Cir. 2014), the United States Court of Appeals for the Fifth Circuit addressed a fraudulent conveyance action that arose out of Verizon Communications, Inc.'s (Verizon) spin-off of its print and digital directory business to its wholly owned subsidiary, Idearc, Inc. (Idearc). The Fifth Circuit affirmed the district court's dismissal of an 11-count complaint against Verizon, two Verizon subsidiaries, GTE Corporation (GTE) and Verizon Financial Services, L.L.C. (VFS), and Idearc director John W. Diercksen (Diercksen).
The Issue in Verizon
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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
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Legal Possession: What Does It Mean?
Possession of real property is a matter of physical fact. Having the right or legal entitlement to possession is not "possession," possession is "the fact of having or holding property in one's power." That power means having physical dominion and control over the property.
The Anti-Assignment Override Provisions
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?