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Secret Liens: Can They Really Have Super-Priority Status?
In the restructuring world certain constants exist: The Bankruptcy Code (Code) has not dramatically changed since 1978, a Chapter 7 corporate debtor cannot receive a discharge, and exemptions are defined to the penny. But be wary ' there are unknown pitfalls out there. State governments, to appear responsive to local issues caused by distressed businesses, have increasingly enacted laws that spring “secret liens” or other penalties on debtors. Although bankruptcy practitioners may instinctively deride such laws as subordinate to the federal Code, recent federal opinions disagree.
Super-Priority Secret Liens: The Secrets Revealed
Commentators on Article 9 of the Uniform Commercial Code (Article 9) recognized the problems associated with statutory liens. See, e.g., Meredith S. Jackson & Jennifer L. Kercher, Report of the ABA Business Law Section Uniform Commercial Code Committee, Subcommittee on Relation to Other Law, Re: Inclusion of Nonpossessory Statutory Liens in Article 9, 51 Consumer Fin. L.Q. Rep. 108 (Spring 1997). Statutory liens often benefit individuals who have little or no education regarding commercial transactions. These liens exist in many forms, including health care liens, tax liens, mechanics' liens, warehousemens' liens, wage liens, landlords' liens, and artisans' liens. Consequently, these liens are governed by little-publicized, non-uniform state laws. See Id. While the Article 9 drafters ultimately elected to apply Revised Article 9 to certain types of agricultural liens, the commission explicitly excluded other statutory liens from Article 9. See U.C.C. ' 9-109 (2002).
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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.
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.
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.
Warehouse Liability: Know Before You Stow!
As consumers continue to shift purchasing and consumption habits in the aftermath of the pandemic, manufacturers are increasingly reliant on third-party logistics and warehousing to ensure their products timely reach the market.
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.