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Risk Management Blog

UCC & Corporate Due Diligence

Resource Guide for Legal and Financial Professionals

UCC Secured Party Representative Service – Explained

UCC, Online UCC System, Revised Article 9 Something

UCC Secured Party Representative Service provides protection for secured lenders by using a representative’s name (instead of their own) in the Secured Party box on UCC Financing Statements. Under Revised Article 9, UCC Section 9-502(a)(2), a financing statement must provide the name of the secured party or representative of the secured party. The Secured Party Representative Service key aspect is that the code allows “a representative”… [READ MORE]


Single Extra Space Creates Seriously Misleading UCC Debtor Naming Error

UCC, Online UCC System, Due Diligence, Revised Article 9, Reduce Financial Risk, Tips Something

A recent court ruling in Wisconsin once again has affirmed the supreme importance secured parties must place on their data entry procedures when naming debtors on financing statements to perfect their security interests. A recap of the case can be found here. Once again, a typo in the debtor name created a UCC filing that was judged to be seriously misleading, and therefore left the secured party’s security interest with the debtor… [READ MORE]


When Searching Legal Entities in California, Do You Need to Also Search the Officers, Members and Trustees?

Corporate, Revised Article 9 Something

This is a question that comes up in the due diligence process and is an important one to consider as you fulfill your lien and corporate search requirements when qualifying new candidates for loans and also as you monitor your perfected security interests going forward. When conducting a search on a legal entity, such as a Corporation, LLC or Trust, should a search be conducted on the officers, members and/or trustees? The answer depends… [READ MORE]


Drawbacks of a Certified UCC Search – FCS Greatest Hits #6

UCC, Online UCC System, Due Diligence, Revised Article 9 Something

The final installment in our Greatest Hits blog series covers state certified UCC searches, aka UCC11s. There are times when you might want to request a certified search, they do serve a purpose. But, because of their oftentimes narrow search logics which can inhibit a searchers ability to uncover name variations, thorough due diligence typically requires utilizing a broad-based search solution that is designed to uncover and include… [READ MORE]


Benefits of a Proprietary UCC Database Search System – FCS Greatest Hits #4

UCC, Online UCC System, Due Diligence, Revised Article 9 Something

The FCS Greatest Hits blog series continues today with more details on the features and benefits of searching with a proprietary UCC search system. And if you're looking to see an online UCC search system in action, don't hesitate to contact us for a free demonstration. Benefits of a Proprietary UCC Database Search System Let's take a look at the benefits of using a proprietary database to perform state UCC searches. What is a… [READ MORE]


Broad Based UCC and Lien Name Searching – FCS Greatest Hits #1

UCC, Online UCC System, Due Diligence, Revised Article 9, Tips Something

We have published a lot of material on the topic of UCC searching over the years. Effective UCC searching can save you time and money, so this topic has been popular among our readers. Today, we are starting a six part blog series on the nature of broad based searching and search logic as it relates to UCC searching. Enjoy our first post, and please remember that these blog posts are for educational purposes only; always consult your legal… [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 Something

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]


California Governor signs Assembly Bill 1858: Individual Debtor Name Safe Harbor

UCC, Legislation, Due Diligence, Revised Article 9 Something

For those managing personal property transactions in California, it is important to understand and be prepared for recent legislation that has been passed to provide a safe harbor for proper entry of individual debtor names when filing and searching for UCC Financing Statements. Effective January 1, 2015, California will join the majority of states in adopting legislation which governs the proper name identification of individuals. This… [READ MORE]


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

UCC, Due Diligence, Revised Article 9 Something

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]


Has the Broker subordinated its statutory first priority security interest in the Securities Account to the Lender’s security interest in the Securities Account?

UCC, Due Diligence, Revised Article 9 Something

We're continuing our examination of control agreements for pledged securities accounts with guest blogger Bennett Cohen of the law firm Cohen, Salk & Huvard, P.C. See the introductory post here and the follow-up post, Is there adequate “control” language in the control agreement? Has the Broker subordinated its statutory first priority security interest in the Securities Account to the Lender's security interest in the Securities… [READ MORE]