Law.com Subscribers SAVE 30%
Call 855-808-4530 or email [email protected] to receive your discount on a new subscription.
Preventing Conflicts Between Secured Creditors and Franchisors
Lenders, franchisees, and franchisors all have a concern in preventing conflicts between their respective interests. The Uniform Commercial Code (“UCC”) was amended to strike a balance among the parties. However, the recent credit crisis has demonstrated that the UCC is only the starting point for the analysis. Some counsel advocate that franchisors should attempt to perfect their interests as secured creditors. The realities of franchising require closer study of whether this is advisable and whether it is better to negotiate superior arrangements.
The UCC grants secured creditors certain “rights, obligations and remedies” against third parties, such as the borrower, other lenders, tax creditors, and the franchisor. In UCC parlance, the “secured creditor” (typically a lender) takes a “security interest” (a lien) in “collateral” (typically assets of the franchisee), and that interest has priority over the conflicting claims of third parties (other creditors and the franchisor). The secured interest is “authenticated” by a “security agreement,” which is the contract between the secured creditor and the debtor. The security agreement describes the collateral that secures the debt, and the rights and remedies of the secured creditor. Theoretically, the security agreement no longer needs to be in writing as long as it is authenticated by click license or even an audio recording (if it is authenticated). Merely having a security interest in collateral is insufficient for the secured creditor to gain much advantage over other conflicting interests.
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.
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.
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?
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.
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.