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The Article 8 Opt In
When a lender provides financing to a commercial borrower, it typically requires the borrower to grant a security interest in some or all of the borrower's assets. Among many other types of assets or collateral, a borrower may be required to grant a security interest in stock or membership interests owned by the borrower, including stock or membership interests in the borrower's subsidiaries or affiliates.
Of course, simply obtaining a security interest provides only marginal protection relative to parties other than the borrower ' including, for example, competing secured creditors or trustees in bankruptcy. See, e.g., UCC ' 9-322 (priority rules governing competing security interests in collateral); and 11 U.S.C. ' 546 (bankruptcy trustee possesses rights and powers of certain lien creditors). Thus, in addition to merely obtaining a security interest, a lender must take all necessary steps under the Uniform Commercial Code (“UCC” (the UCC has been adopted in all 50 states with some ' usually, but not always, minor ' variations)) or other applicable law to perfect that interest.
The appropriate method for perfecting a security interest varies depending on the type of collateral. To perfect security interests in many types of assets, a lender need only file a UCC financing statement in the appropriate filing jurisdiction. For other assets, a UCC financing statement may not perfect a security interest, or it may only provide a fragile level of perfection that is vulnerable to being trumped by a party that has perfected through a different means.
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.
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 Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.