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<i> 'Momentive'</i> Provides a Reminder About Intercreditor Agreements
The growth in mezzanine and junior financing has spawned a rise in litigation over lien intercreditor agreements ' agreements between creditors that govern their relative rights and remedies with respect to shared collateral.
These often intensely negotiated, and sometimes poorly drafted, documents have continued to confound courts, motivating such professional groups as the American Bar Association to encourage the market toward more standardized terms. See Alan M. Christenfeld and Barbara M. Goodstein, “New ABA Model Intercreditor Agreement Offers Guidance,” N.Y.L.J., Aug. 5, 2010. The migration of intercreditor arrangements from “silent seconds” heavily favoring first lienholders to a more complex balancing of rights and obligations between creditor groups has also placed greater pressure on document drafters.
Here, we discuss a very recent decision by Bankruptcy Judge Robert D. Drain on intercreditor agreements in BOKF, N.A. v. JPMorgan Chase Bank, N.A. (In re MPM Silicones), 518 B.R. 740 (Bankr. S.D.N.Y. 2014), worth reviewing for its rulings both on the interpretation of an intercreditor agreement, as well as on the meaning of the UCC term “proceeds.” Note, this decision was issued on Oct. 14, 2014. As of the date of submission of this article for publication, there is no indication that this ruling has been appealed.
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.
Removing Restrictive Covenants In New York
In Rockwell v. Despart, the New York Supreme Court, Third Department, recently revisited a recurring question: When may a landowner seek judicial removal of a covenant restricting use of her land?
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.