Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
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:
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.
Judge Rules Shaquille O'Neal Will Face Securities Lawsuit for Promotion, Sale of NFTs
A federal district court in Miami, FL, has ruled that former National Basketball Association star Shaquille O'Neal will have to face a lawsuit over his promotion of unregistered securities in the form of cryptocurrency tokens and that he was a "seller" of these unregistered securities.
Why So Many Great Lawyers Stink at Business Development and What Law Firms Are Doing About It
Why is it that those who are best skilled at advocating for others are ill-equipped at advocating for their own skills and what to do about it?
Blockchain Domains: New Developments for Brand Owners
Blockchain domain names offer decentralized alternatives to traditional DNS-based domain names, promising enhanced security, privacy and censorship resistance. However, these benefits come with significant challenges, particularly for brand owners seeking to protect their trademarks in these new digital spaces.
Coverage Issues Stemming from Dry Cleaner Contamination Suits
In recent years, there has been a growing number of dry cleaners claiming to be "organic," "green," or "eco-friendly." While that may be true with respect to some, many dry cleaners continue to use a cleaning method involving the use of a solvent called perchloroethylene, commonly known as perc. And, there seems to be an increasing number of lawsuits stemming from environmental problems associated with historic dry cleaning operations utilizing this chemical.