Secured Transactions Commons^™

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 …

The Intersection Between Ucc Article 9 And Intellectual Property: The Need For A National, Centralized Filing System For Ip, Willa E. Gibson

Akron Law Faculty Publications

Intellectual property has emerged as a commercially valuable and dominant asset to our economy promoting innovative technological developments that have and continue to stimulate economic growth promoting our free-enterprise, market-based system. Secured transactions involving intellectual property also promotes and stimulates our economic growth. Such transactions provide innovators with much needed capital to design, develop, and market their intellectual property. Despite the economic benefits derived from secured financing involving such property, legal uncertainty exists whether federal or state law governs how to perfect best security interests in intellectual property. Having a perfected security interest in collateral puts a lender in its …

Secured Credit And Insolvency Law In Argentina And The U.S.: Gaining Insight From A Comparative Perspective, Guillermo A. Moglia Claps, Julian B. Mcdonnell

Georgia Journal of International & Comparative Law

No abstract provided.

Article 9 And The Characterization And Treatment Of Tenant Security Deposits, William H. Henning, R. Wilson Freyermuth

University of Arkansas at Little Rock Law Review

No abstract provided.

Testing The Reach Of Ucc Article 9: The Question Of Tax Credit Collateral In Secured Transactions, Christopher K. Odinet

Faculty Scholarship

This Article addresses the open question related to the use of tax credits as a source of secured capital. It first lays a foundation by analyzing the theoretical underpinnings of the UCC’s category for general intangibles and shows how classification as a general intangible can and should comport with the legal substance of tax credits as a form of secured financing. The work also investigates the theory and nature that forms the basis of tax credits and their economic value. Next, the Article provides an overview of the relatively meager case law on tax credit financing and explains how courts …

Collateralizing Intellectual Property, Xuan-Thao Nguyen

Articles

This Article identifies and critiques the collateralization of intellectual property, revealing the complexity of intersecting secured transaction law, namely Article 9 of the Uniform Commercial Code, and doctrinal intellectual property laws such as patent law, copyright law, and trademark law. The inquiry challenges the silence surrounding the pervasive use of intellectual property as collateral in secured financing and suggests changes to the existing framework on secured financing law.

The Article proceeds as follows: Part II discusses the normative intellectual property rights for patents, copyrights, and trademarks and how such rights are utilized as corporate assets. Part III describes different forms …

Collateralizing Internet Privacy, Xuan-Thao Nguyen

Articles

Collateralizing privacy is a pervasive conduct committed by many on-line companies. Yet most don't even realize that they are engaging in collateralizing privacy. Worse yet, governmental agencies and consumer groups are not even aware of the violation of on-line consumer privacy by the collateralization of privacy. Professor Nguyen argues that collateralizing privacy occurs under the existing privacy regime and the architecture of article 9 of the Uniform Commercial Code. Professor Nguyen critiques the violation of privacy through collateralization dilemmas and proposes a solution involving modifications of the contents of the financing statement and security agreement in secured transactions where consumer …

Commercial Law Collides With Cyberspace: The Trouble With Perfection – Insecurity Interests In The New Corporate Asset, Xuan-Thao Nguyen

Articles

The recent downturn in the economy, particularly in the e-commerce sector, reveals many e-companies heading toward bankruptcy with cyberassets, such as domain names, as their most valuable corporate assets. Lending institutions and other creditors that have extended loans to such e-companies obviously want to get their hands on these bankrupt estates. Which creditor will have priority in the new cybercollateral of domain names? The answer to creditor priority questions may depend on whether domain names are intangible property for purposes of secured transactions. If so, should security interests in domain names be perfected under the Uniform Commercial Code or under …

Securing Russia's Future: A Plea For Reform In Russian Secured Transactions Law, Jason J. Kilborn

Michigan Law Review

After many turbulent years of uneasy transition to a market economy, Russia is finally "open for business." Nonetheless, the transitional period remains far from over, and Russian enterprises are still starved for capital that they desperately need for retooling to convert from military to consumer production, for acquiring new equipment to replace old and worn machinery, and for undertaking new and lucrative projects. While Russian financial institutions may provide significant funding, their reserves are limited; they could not hope to finance independently the multitude of existing and potential enterprises within the expansive Russian territory. Therefore, much of the financing for …

The Intersection Of Articles 2 And 9, Steven L. Harris, James J. White

Other Publications

I. Standard Form Contracts II. Buyer in Ordinary Course; Prepaying Buyer III. Consignments IV. Seller's Right to Reclaim Delivered Goods

They Came From "Beyond The Pale": Security Interests In Tort Claims, Harold R. Weinberg

Law Faculty Scholarly Articles

"[B]eyond the pale" is how the drafters of Article Nine of the Uniform Commercial Code regarded tort claims. They considered tort claims to be noncommercial assets inappropriate for inclusion as collateral within the scope of a commercial financing statute. Tort claims may not be out-of-bounds much longer. The Article Nine Study Committee of the Permanent Editorial Board for the Uniform Commercial Code recommends expansion of the Article's scope to encompass security interests in claims arising out of tort. This recommendation is significant. Tort causes of action comprise an ever-expanding universe of civil wrongs for which courts afford redress. The owners …

The Intersections Of Articles 2 And 9: Recommendations For Clarification And Revisions, Richard E. Speidel, James J. White

Other Publications

Both Article 2, Sales and Article 9, Secured Transactions are under revision. The process of coordination is underway, but there is still much work to do. The following materials identify the major issues at the intersections and some tentative solutions. All references are to the 1990 Official Text of the Uniform Commercial Code unless otherwise stated. When stated, references are to the October, 1995 Draft of Article 2 and the July, 1995 Draft of Article 9.

Preference Conundrums, James J. White, Daniel Israel

Articles

Every law teacher and many law students and practitioners understand the intellectual sport to be found in Section 547 on preference law. Because the preference rules are so intricate, rigorously logical-but really not logical-they command more than their fair attention, not only in law school but also in continuing legal education and even in the courts. Our purpose in this article is not to answer any of the difficult questions or to give a global explanation of preference law. Rather it is to confront a few of the conundrums in Section 547 and to follow the paths of those conundrums …

Easing Transfer And Security Interest Transactions In Intellectual Property: An Agenda For Reform, Harold R. Weinberg, William J. Woodward Jr.

Law Faculty Scholarly Articles

Uncertainty and confusion probably always have existed bout the employment of intellectual property as collateral for a loan. Since the drafting of Article 9 of the Uniform Commercial Code, an uneasy coexistence of state and federal law has developed. Both state and federal law now arguably apply when a debtor attempts to use a patent or trademark to secure a loan. The extent to which each body of law is applicable and the interaction between the two systems was left unclear by the drafters of Article 9 and has not been clarified by Congress. The radical differences between the state …

Modernizing Kentucky's Uniform Commercial Code, Harold R. Weinberg, Louise Everett Graham, Thomas J. Stipanowich

Law Faculty Scholarly Articles

In 1958 Kentucky became the third state to enact the Uniform Commercial Code promulgated by the American Law Institute and the National Conference of Commissioners on Uniform State Laws. The General Assembly stated that this legislation was intended to modernize, clarify and simplify the law of commercial transactions. Enactment of the Code also evidenced the legislature's intent to make Kentucky commercial law uniform with that of the other states. Subsequent General Assemblies further implemented these policies by enacting substantially all of the uniform amendments to the Code proposed by the ALI and NCCUSL through 1964.

Unfortunately, these enactments represent our …

U.C.C. Article 9—Disposition Of Repossessed Collateral Notice And Deficiency—New Rule In Arkansas, Tom R. Barber

University of Arkansas at Little Rock Law Review

No abstract provided.

State Action And Statutory Liens In Arkansas–A Rejoinder To Professor Maltz, Steve H. Nickles

University of Arkansas at Little Rock Law Review

No abstract provided.

Bankruptcy Preferences-Secured Transactions-Security Interest In After-Acquired Property Is Voidable Preference If Received Within Four Months Of Bankruptcy-In Re Portland Newspaper Publishing Co., Michigan Law Review

Michigan Law Review

In an effort to provide employment for several hundred workers who had lost their jobs in an unsuccessful strike against Portland's two largest newspapers, the local printers' unions and several civic leaders organized the Portland Reporter Publishing Co. (Reporter) to publish a rival newspaper. The unions also formed the Rose City Development Co. (Rose City), which leased facilities and equipment to Reporter and subsequently made several emergency operating loans to it. These loans were secured by an agreement designating as collateral all of Reporter's previously unsecured accounts receivable, both present and after-accruing. This type of agreement -securing after-acquired property of …

The Lazy Lawyer's Guide To Secured Transactions Under The Code, Peter F. Coogan

Michigan Law Review

It is expected that few, if any, who can really qualify as "lazy lawyers" will read this paper. There is, however, an obvious need for a reasonably simple statement which a young Iawyer, for example, may find helpful in explaining article 9 of the Uniform Commercial Code to the partners in his firm, or a lender's lawyer may use in explaining the essentials of article 9 to a borrower's counsel who has only occasional contact with secured transactions-- or, in either case, vice versa.

If we could assume that our learner had absolutely no knowledge of article 9, we could …

Pledge - Liability Of Pledgee For Depreciation Of Corporate Stock

Michigan Law Review

The plaintiff brought suit to recover the value of a promissory note for which the defendant had pledged corporate stock as collateral security. Defendant filed a counterclaim for the depreciation in value of the stock between the time he had requested the plaintiff to sell and the time of bringing the suit. Held, that plaintiff was not liable for the depreciation of the stock since the pledgor had made no offer to pay pledgee such sum as would together with the price for which the stock could have been sold satisfy the note. People's Nat. Bank & Trust Co. …