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When a lender provides financing to a commercial borrower, it typically requires the borrower to grant a security interest in some or all of the borrower's assets. Among many other types of assets or collateral, a borrower may be required to grant a security interest in stock or membership interests owned by the borrower, including stock or membership interests in the borrower's subsidiaries or affiliates.
Of course, simply obtaining a security interest provides only marginal protection relative to parties other than the borrower ' including, for example, competing secured creditors or trustees in bankruptcy. See, e.g., UCC ' 9-322 (priority rules governing competing security interests in collateral); and 11 U.S.C. ' 546 (bankruptcy trustee possesses rights and powers of certain lien creditors). Thus, in addition to merely obtaining a security interest, a lender must take all necessary steps under the Uniform Commercial Code (“UCC” (the UCC has been adopted in all 50 states with some ' usually, but not always, minor ' variations)) or other applicable law to perfect that interest.
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
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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.