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Risk Management Blog

UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

FCS to Sponsor the California Escrow Association’s 66th Annual Conference

Events & Tradeshows

First Corporate Solutions is once again proud to sponsor the California Escrow Association's 66th Annual Conference being held in Costa Mesa October 8-9, 2021. The conference features industry speakers, educational sessions, and legislative updates. These sessions are always informative with countless highly connected and informed speakers sharing their insights. As a long-time partner to California’s Bulk Sale Escrow Officers, FCS… >> READ MORE


Does the control agreement govern if it conflicts with any of the customer agreements between Pledgor and Broker?

UCC, Due Diligence, Revised Article 9

Attorney Bennett Cohen returns this week to continue his examination on control agreements for pledged securities accounts. This is part six in our eight part series on the topic of control agreements. To start from the beginning, please see the first post, Examining Issues with Control Agreements for Pledged Securities Accounts. Does the control agreement govern if it conflicts with any of the customer agreements between Pledgor… >> READ MORE


Does the control agreement go too far in limiting the potential liability of the Broker?

UCC, Due Diligence, Revised Article 9

We're back this week with more in our series from attorney Bennett Cohen on control agreements for pledged securities accounts. This is the fourth post in our series, so if you need a refresher please visit his introductory post, Examining Issues with Control Agreements for Pledged Securities Accounts. We've reviewed quite a number of control agreements which provide that the Broker shall have no liability to the Lender except for… >> READ MORE


Does punctuation matter for a debtor name on a UCC filing? Can something like a period or comma cause issues with UCC filings?

UCC

A filing officer will not reject a document for a punctuation error, but it could potentially cause the name not to be found later as part of a UCC search effort. Each state independently implements its own search logic. Most states have adopted a version of the International Association of Commercial Administrator’s Model Administrative Rules for UCC searching which disregards punctuation, but some states are stricter than others. A UCC… >> READ MORE


Does Article 9 Recognize Secured Parties’ Choice To Alter Their Relative Priority? Is Public Notice Required?

UCC

When recently presented with these questions, we found the answers from Darrell Pierce of the law firm Dykema Gossett PLLC , reprinted below: “Article 9 recognizes that secured parties may choose to alter their relative priority by agreement. There is no need to file notices of subordination to make them legally effective, or to maintain the perfected status of either security party. However, for the purpose of informing searchers that… >> READ MORE


Does a lender need to take possession of the original leases to perfect its security interest in the equipment leases?

UCC, Revised Article 9, Reduce Financial Risk

Do you have UCC questions about equipment leases?  Are you at risk to losing priority to other creditors? Attorney Bennett Cohen of Illinois law firm Cohen, Salk & Huvard, P.C., gets asked questions like this all the time, and has taken the time to write some answers. You may also want to check out his eBook on Purchase Money Security Interests (PMSI). Pledges of Equipment Leases: Does a lender need to take possession of the… >> READ MORE


Does a lender need to file a precautionary UCC filing against the lessee of the equipment to perfect the lender’s security interest in the leased equipment?

UCC, Revised Article 9, Reduce Financial Risk

Do you have UCC questions about equipment leases?  Are you at risk to losing priority to other creditors? Attorney Bennett Cohen of Illinois law firm Cohen, Salk & Huvard, P.C., gets asked questions like this all the time, and has taken the time to write some answers. You may also want to check out his eBook on Purchase Money Security Interests (PMSI). Precautionary UCC Filings against Lessees of Equipment: Does a lender need… >> READ MORE


Do You Know the New CFPB Regulations in California?

UCC

We welcome the California Escrow Association - Education Committee to our blog today with a discussion of the new CFPB regulations in California. HUD announced in a bulletin dated August 26, 2014 (see link below), in response to new CFPB regulations, that the requirement for collection of “Post Pay-off Interest” on FHA loans has been removed. The change has recently become a topic of discussion because it applies to loans that are… >> READ MORE


Did You Know a Judgment Lien Can Potentially Prime Your Perfected Security Interest?

UCC, Due Diligence

It’s not common knowledge, common in the way everyone knows how a Federal tax lien can prime a perfected security interest. But it’s true. Check out this article from Pahl McCay’s Catherine Robertson discussing the subject. Her final recommendation can be found at the end of her article, “we recommend you maintain a monitoring service for lien filings against your debtors.” The critical aspect here is that the monitoring… >> READ MORE


Delaware UCC paper filings no longer accepted by the DE SOS as of 12/01/15

UCC, Legislation, Online UCC System

Effective December 1, 2015, the UCC Division of the Delaware Secretary of State will require that all UCC filings be submitted to the Division electronically. The Division will no longer accept paper UCC filings submitted directly to the State via mail, courier or fax. Electronic UCC filings may be submitted directly to the Division via an authorized Delaware agent, such as First Corporate Solutions, or via the State of Delaware’s e-UCC… >> READ MORE