Secured Credit And Effective Entity Priority, 2019 University of Kentucky
Secured Credit And Effective Entity Priority, Christopher W. Frost
Law Faculty Scholarly Articles
The historical and doctrinal development of secured transactions and bankruptcy law has created a priority system that is asset based. Secured creditor priority is tied to the value of specific assets that constitute the secured creditor’s collateral and not to the value of the debtor itself. And yet, in corporate bankruptcy cases, lenders and their attorneys often assert broad claims to the entire enterprise value of the entity—that is, to the present value of the cash flows that the entity will generate as a going concern. The doctrinal basis for such claims is often unstated, however, and several commentators have …
Corporate And Business Law, 2018 University of Richmond
Corporate And Business Law, Christopher L. Mclean
University of Richmond Law Review
The past two years have produced a number of pieces of legislation from the Virginia General Assembly that serve to bring the set of Virginia business entity statutes up to date with its peers around the country. Part I highlights changes to the Virginia Stock Corporation Act (“VSCA”) and the Virginia Nonstock Corporation Act (“VNSCA”). Part II highlights changes to the Virginia Securities Act (“VSA”) and other statutes affecting Virginia business entities. Part III reviews two significant cases that the Supreme Court of Virginia decided over the past two years with respect to Virginia corporate law. Those decisions provided guidance …
Transparency In Corporate Groups, 2018 Brooklyn Law School
Transparency In Corporate Groups, Jay Lawrence Westbrook
Brooklyn Journal of Corporate, Financial & Commercial Law
This Article addresses a remarkable blind spot in American law: the failure to apply the well-established principles of secured credit to prevent inefficiency, confusion, and fraud in the manipulation of the webs of subsidiaries within corporate groups. In particular, “asset partitioning” has been a fashionable subject in which the central problem of non-transparency has been often mentioned but little addressed. This Article offers a concept for a new system of corporate disclosure for the benefit of creditors and other stakeholders. It would require disclosure of corporate structures and allocations of assets among affiliates to the extent the affiliates are to …
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, 2018 Brooklyn Law School
Badges Of Opportunism: Principles For Policing Restructuring Support Agreements, Edward J. Janger, Adam J. Levitin
Brooklyn Journal of Corporate, Financial & Commercial Law
Bankruptcy is a market for corporate control. Current bankruptcy practice offers two alternative mechanisms for effectuating changes in control of a firm: (1) a pre-plan all-asset sale under section 363(b) of the Bankruptcy Code; or (2) an asset sale or recapitalization pursuant to a plan of reorganization under section 1129 of the Code. Pre-plan sales under section 363(b) are fast, but lack the procedural protections associated with a restructuring or sale pursuant to a plan. Plan confirmation can be costly and uncertain, however. Restructuring support agreements (“RSAs”)—contractual agreements to support a future restructuring that has certain agreed-upon characteristics—appear to offer …
Hey, Neighbor: Homeowners’ Associations, Super-Priority Liens, And The Need For Balanced Rights In Nevada, 2018 University of Nevada, Las Vegas -- William S. Boyd School of Law
Hey, Neighbor: Homeowners’ Associations, Super-Priority Liens, And The Need For Balanced Rights In Nevada, Rebecca Crooker
Nevada Law Journal
No abstract provided.
Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, 2018 Brooklyn Law School
Whistleblowers—A Case Study In The Regulatory Cycle For Financial Services, Ronald H. Filler, Jerry W. Markham
Brooklyn Journal of Corporate, Financial & Commercial Law
The Securities and Exchange Commission and the Commodity Futures Trading Commission were directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank) to create whistleblower protection programs that reward informants with massive bounty payments. At the time of its passage, the Dodd-Frank Act was a highly controversial statute that was passed on partisan lines. Its whistleblowing authority was one of its “most contentious provisions.” As the result of the 2016 elections, the Dodd-Frank Act has come under renewed attack in Congress and by the new Trump administration. The stage is being set for possible repeal of …
Theme Park Fraud And How To Catch It, 2018 La Salle University
Theme Park Fraud And How To Catch It, Lilly Lask
Economic Crime Forensics Capstones
One of the most significant, if not the most important financial difficulty facing theme parks today is credit card fraud and the use of counterfeit money by individuals to improperly obtain theme park tickets. The tickets are then used by the fraudsters themselves, or sold or otherwise distributed to guests of the parks. The improper use of the tickets significantly impacts the income of the parks. In order to continue to appropriately manage the parks after the losses, ticket prices need to be raised, which generally leads to a reduction in the valid revenue of the parks as they become …
Basic (Non-Technical) Requirements – Electronic Monitoring Agreement For Zappers, Phantomware, And Other Sales Suppression Devices Appendix A, 2018 Boston University School of Law
Basic (Non-Technical) Requirements – Electronic Monitoring Agreement For Zappers, Phantomware, And Other Sales Suppression Devices Appendix A, Richard Thompson Ainsworth, Robert Chicoine
Faculty Scholarship
The State of Washington v. Wong, Wash. Super. Ct., No. 16-1-00179-0 is the State of Washington’s first judicially resolved case involving an automated sales suppression device. Months of negotiations led to a plea agreement and the State’s first electronic sales monitoring agreement (August 30, 2017). The taxpayer violated RCW 82.32.290 (4)(a) by knowingly possessing, and knowingly using a Zapper to suppress sales.
The penalties in this case were severe. Not only were all taxes, penalties, and interest lawfully due required to be paid, but as a Class C felony incarceration of up to 5 years, a $10,000 fine, or both …
Making Up Insider Trading Law As You Go, 2018 Wayne State University
Making Up Insider Trading Law As You Go, Peter J. Henning
Law Faculty Research Publications
No abstract provided.
The Tortoise And The Hare Of International Data Privacy Law: Can The United States Catch Up To Rising Global Standards?, 2018 The Catholic University of America, Columbus School of Law
The Tortoise And The Hare Of International Data Privacy Law: Can The United States Catch Up To Rising Global Standards?, Matthew Humerick
Catholic University Journal of Law and Technology
Technological developments spur the development of big data on a global scale. The breadth of data companies collect, maintain, process, and transmit affects nearly every country and organization around the world. Inherent to big data are issues of data protection and transfers to third countries. While many jurisdictions emphasize the importance of protecting consumer data, such as the European Union, others, like the United States, do not. To circumvent this issue, the United States and European Union contracted around data privacy standard discrepancies through the Safe Harbor Agreement, which eased cross-border data transfers. However, the Court of Justice of the …
Alexa, Who Owns My Pillow Talk? Contracting, Collaterizing, And Monetizing Consumer Privacy Through Voice-Captured Personal Data, 2018 Catholic University of America (Student)
Alexa, Who Owns My Pillow Talk? Contracting, Collaterizing, And Monetizing Consumer Privacy Through Voice-Captured Personal Data, Anne Logsdon Smith
Catholic University Journal of Law and Technology
With over one-fourth of households in the U.S. alone now using voice-activated digital assistant devices such as Amazon’s Echo (better known as “Alexa”) and Google’s Home, companies are recording and transmitting record volumes of voice data from the privacy of people’s homes to servers across the globe. These devices capture conversations about everything from online shopping to food preferences to entertainment recommendations to bedtime stories, and even phone and appliance use. With “Big Data” and business analytics expected to be a $203 billion-plus industry by 2020, companies are racing to acquire and leverage consumer data by selling it, licensing it, …
Why Salman Is A Game-Changer For The Political Intelligence Industry, 2018 American University Washington College of Law
Why Salman Is A Game-Changer For The Political Intelligence Industry, Kendall R. Pauley
American University Law Review
No abstract provided.
A Proposal For A National Tribally Owned Lien Filing System To Support Access To Capital In Indian Country, 2018 Texas A&M University School of Law
A Proposal For A National Tribally Owned Lien Filing System To Support Access To Capital In Indian Country, William H. Henning, Susan M. Woodrow, Marek Dubovec
Faculty Scholarship
This article sets forth a proposal to develop and implement a national, state-of-the-art, all-electronic filing system to support tribes’ secured-transactions laws, with the goal of improving access to capital for tribes, tribal consumers, and, most importantly, independent Native-owned businesses. Tribes are increasingly recognizing the need to establish a sound commercial legal infrastructure, including in particular a modern secured-transactions law, to support sustainable business development. Toward this end, many tribes have adopted the Model Tribal Secured Transactions Act (MTSTA), and many more are in the process of reviewing the act for adoption. Central to the functioning of any secured-transactions law is …
Lessons From Case Study Of Secured Transactions With Bitcoin, 2018 INDIANA UNIVERSITY MCKINNEY SCHOOL OF LAW
Lessons From Case Study Of Secured Transactions With Bitcoin, Xuan-Thao Nguyen
SMU Science and Technology Law Review
No abstract provided.
Insolvency Law As Credit Enhancement And Enforcement Mechanism: A Closer Look At Global Modernization Of Secured Transactions Law, 2018 University of Pennsylvania Carey Law School
Insolvency Law As Credit Enhancement And Enforcement Mechanism: A Closer Look At Global Modernization Of Secured Transactions Law, Charles W. Mooney Jr.
All Faculty Scholarship
This essay revisits earlier work on the relationship between insolvency law and secured credit, the role of secured transactions law reforms, and the benefits of secured credit. These complex relationships require a holistic approach toward reforms of secured transactions law and insolvency law. Merely enacting sensible secured transactions laws and insolvency laws may be insufficient to produce the intended benefits from either set of laws.
The essay is informed by an ongoing qualitative empirical study of business credit in Japan—the Japanese Business Credit Project. The JBCP involves interviews of representatives of Japanese financial institutions and governmental bodies and legal practitioners …
Limited Liability Property, 2018 Washington University in St. Louis School of Law
Limited Liability Property, Danielle D'Onfro
Scholarship@WashULaw
This Article offers a theory of secured credit that aims to answer fundamental questions that have long percolated in the bankruptcy and secured transactions literatures. Are security interests property rights, contract rights, or something else? Why do secured creditors enjoy a priority right that, in bankruptcy, requires them to be paid in full before other debt holders recover anything? Should we care that secured credit creates distributional unfairness when companies cannot pay their debts?
This Article argues that security interests are best understood as a form of “limited liability property.” Limited liability—the privilege of being legally shielded from liability that …
Limited Liability Property, 2018 Washington University in St. Louis School of Law
Limited Liability Property, Danielle D'Onfro
Scholarship@WashULaw
This Article offers a theory of secured credit that aims to answer fundamental questions that have long percolated in the bankruptcy and secured transactions literatures. Are security interests property rights, contract rights, or something else? Why do secured creditors enjoy a priority right that, in bankruptcy, requires them to be paid in full before other debt holders recover anything? Should we care that secured credit creates distributional unfairness when companies cannot pay their debts?
This Article argues that security interests are best understood as a form of “limited liability property.” Limited liability—the privilege of being legally shielded from liability that …
Typology Of Public-Private Equity, 2017 UC Irvine School of Law
Typology Of Public-Private Equity, Sung Eun (Summer) Kim
Florida State University Law Review
Private equity, which pools funds for investment in private businesses, is one of the largest and fastest growing investment opportunities in the markets today. Private equity traditionally sought investments exclusively from sophisticated investors such as high net worth individuals and institutional investors. More recently, however, a growing number of private equity businesses have gone public and opened their doors to public investors, who are drawn to these investments because of the possibility of high returns and the opportunity to diversify their investment portfolios. In this Article, I review the universe of public-private equity (or PPE) businesses that are traded on …
Crowdfunding In Wonderland Issuer And Investor Risks In Non-Fraudulent Creative Arts Campaigns Under The Jobs Act, 2017 Southwestern Law School
Crowdfunding In Wonderland Issuer And Investor Risks In Non-Fraudulent Creative Arts Campaigns Under The Jobs Act, Michael M. Epstein, Nazgole Hashemi
American University Business Law Review
No abstract provided.
Revisiting The Bank Holding Company Structure: Do Community And Regional Banks Still Need A Bank Holding Company?, 2017 Washington College of Law
Revisiting The Bank Holding Company Structure: Do Community And Regional Banks Still Need A Bank Holding Company?, Gerard Comizio, Laura E. Bain, Kristin S. Teager
American University Business Law Review
No abstract provided.