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The Anti-Assignment Override Provisions
Like the knight in a game of chess, UCC Sections 9406(d) and 9408(a) are one of the most powerful, yet least understood, sections of the Uniform Commercial Code. On their face, they appear to override anti-assignment provisions in agreements that would limit the grant of a security interest. But do these sections really work?
In general, Section 9406(d) overrides (renders “ineffective”) a term in an agreement between an account debtor and an assignor or in a promissory note to the extent such term prohibits or restricts the creation, attachment, perfection or enforcement of a security interest in an account, chattel paper, payment intangible, or promissory note (or to the extent the security interest may give rise to a breach or termination of the underlying agreement or note). Section 9408(a) overrides a term in a promissory note or in an agreement between an account debtor and a debtor to the extent such term would impair the creation, attachment or perfection of a security interest in a promissory note, health care insurance receivable, or general intangible (or to the extent the security interest may give rise to a breach or termination of the underlying note, receivable or general intangible).
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
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.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.