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ABCs As an Alternative to Bankruptcy for Implementing Distressed Transactions
Companies suffering financial distress frequently reach a crossroads where they need to either implement some type of transaction or will be forced to liquidate. Among the transaction vehicles that may be considered include out-of-court restructuring, an assignment for the benefit of creditors (ABC), foreclosure, Chapter 11 bankruptcy reorganization, or Chapter 7 bankruptcy liquidation. In developing a plan for moving forward, management should evaluate and determine, with appropriate input from outside experts, feasible alternatives.
Considerations include whether the business needs a balance sheet restructuring (deleveraging debt), an operational reorganization (eliminating certain locations and/or reducing or terminating parts of the business), and/or the use of a sale or merger process to clean the slate. Even if the business is no longer viable standing on its own, is it still attractive (at least in part) to a potential acquirer or joint venture partner?
There are major differences between distressed transactions and healthy deals. Speed often is an important factor motivating distressed transactions. It can be imperative to move quickly so that the business is held together. Delay may result in the loss of key employees. Negative cash flow leads to further liability risk and uncertainty. These situations are frequently viewed as the proverbial "melting ice cube."
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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.
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.
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Legal Possession: What Does It Mean?
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The Stranger to the Deed Rule
In 1987, a unanimous Court of Appeals reaffirmed the vitality of the "stranger to the deed" rule, which holds that if a grantor executes a deed to a grantee purporting to create an easement in a third party, the easement is invalid. Daniello v. Wagner, decided by the Second Department on November 29th, makes it clear that not all grantors (or their lawyers) have received the Court of Appeals' message, suggesting that the rule needs re-examination.