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Should You Reconsider Your Bankruptcy Remoteness Strategy?
Two recent bankruptcy court decisions have highlighted certain weaknesses regarding bankruptcy remoteness ' a concept that typically arises in the context of structured finance and asset securitization transactions. These transactions use special-purpose vehicles and seek to accomplish two primary objectives: first, to isolate a borrower's assets so as to remove them from risk if the special purpose vehicle becomes insolvent. The second objective is to make the special purpose vehicle bankruptcy remote, meaning that provisions in transactional documents and entity-control documents such as operating agreements are tailored to make it difficult for the borrower to file bankruptcy voluntarily or to collude in an involuntary bankruptcy filing.
As a result of these two recent cases, certain techniques used in these transactions to create bankruptcy remoteness by either using independent board members or issuing golden shares to effectively prevent bankruptcy filings have largely been rejected. Among other things, these cases will obviously require that opinion letters that are provided in connection with such structured finance transactions be updated to address these case law developments.
Intervention Energy
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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
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.