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And on the 46th Day, Who Wins?
Lenders, financiers, and other creditors are often aware of the ever-present danger of a federal tax lien lurking within a debtor's assets. It is one of many risks that typically must be taken into account in performing due diligence for any financing arrangement. Protecting an interest from a federal tax lien involves both careful legal planning and extensive due diligence with respect to a debtor's assets. In many respects, the federal tax lien represents the worst of both worlds. It is the intersection of complex and multi-layered legal framework involving the federal tax laws, the state and local law adaptations of the Uniform Commercial Code (the “UCC”), and the state common laws of property and contract rights, among others. At the same time, it is a highly fact-determinative inquiry, with questions of priority often turning on the who, what, when, where, and how of the parties' secured or unsecured interests. The end result is large body of continuously evolving and often conflicting case law that can be a headache for anyone attempting to sort through the issues.
This article provides a review of the basic principles of federal tax liens and secured transactions under Article 9 of the UCC (“Article 9″) and discusses certain issues that arise with respect to the priority of federal tax liens against certain interest holders under the “45-day rule” of the Internal Revenue Code of 1986, as amended (the “Code”), explained in more detail below. To guide the discussion, consider the following hypothetical scenarios:
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A trend analysis of the benefits and challenges of bringing back administrative, word processing and billing services to law offices.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
Bit Parts
Summary Judgment Denied Defendant in Declaratory Action by Producer of To Kill a Mockingbird Broadway Play Seeking Amateur Theatrical Rights
Risks of “Baseball Arbitration” in Resolving Real Estate Disputes
“Baseball arbitration” refers to the process used in Major League Baseball in which if an eligible player's representative and the club ownership cannot reach a compensation agreement through negotiation, each party enters a final submission and during a formal hearing each side — player and management — presents its case and then the designated panel of arbitrators chooses one of the salary bids with no other result being allowed. This method has become increasingly popular even beyond the sport of baseball.
Disconnect Between In-House and Outside Counsel
'Disconnect Between In-House and Outside Counsel is a continuation of the discussion of client expectations and the disconnect that often occurs. And although the outside attorneys should be pursuing how inside-counsel actually think, inside counsel should make an effort to impart this information without waiting to be asked.