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UCC-3 Termination Statements
Preparation of UCC-3 termination statements may be thought of as ministerial work best left to paralegals or administrative staff. After long days and nights of negotiating and documenting a financing transaction, lenders, lawyers and business people may be too willing to rely on the diligence of others and not closely review the UCCs themselves. They do this at their peril. In a recent case, two large law firms and a major corporation failed to scrutinize a UCC-3 termination statement and may have inadvertently allowed $1.5 billion in indebtedness to become unsecured.
In that case, In re: Motors Liquidation Company, 755 F.3d 78, 86 (2d Cir. 2014), the Delaware Supreme Court considered the payoff of a “synthetic lease” by General Motors Corporation (“General Motors” or “GM”), which required several UCC-3s to be filed to terminate liens on synthetic lease collateral. However, inadvertently included in that batch of UCC-3 termination statements was one that terminated a UCC-1 financing statement ' referenced only by its eight-digit filing number ' that was the principal UCC-1 securing a General Motors term loan that was 10 times the size of the synthetic lease and wholly unrelated to it.
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.
Beach Boys Songs Written Decades Ago Triggered Current Quarrel With Lawyers
There's current litigation in the ongoing Beach Boys litigation saga. A lawsuit filed in 2019 against Nevada residents Mike Love and his wife Jacquelyne in the U.S. District Court for the District of Nevada that alleges inaccurate payment by the Loves under the retainer agreement and seeks $84.5 million in damages.
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.
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.
Transfer Tax Implications on Real Property Leases
The real property transfer tax does not apply to all leases, and understanding the tax rules of the applicable jurisdiction can allow parties to plan ahead to avoid unnecessary tax liability.