“Will you, won’t you, will you, won’t you, won’t you join the dance?” – The Mock Turtle’s Song, Lewis Carroll’s Alice’s Adventures in Wonderland
Vinny Gambini: Are you suuuuure? Mona Lisa Vito: I’m positive. – My Cousin Vinny
On October 17, 2014, the Delaware Supreme Court held that under the Delaware Uniform Commercial Code, the subjective intent of a secured party is irrelevant in determining the effectiveness of a UCC-3 termination statement if the secured party authorized its filing.[1]
Background
On October 29, 2014, the United States Court of Appeals for the Second Circuit affirmed the decision of the District Court for the Southern District of New York dismissing as equitably moot appeals filed by three individuals (the “Appellants”) in the chapter 11 case of In re BGI Inc. f/k/a Borders Group, Inc.
"Free and Clear" Sale of a Trademark or Intellectual Property License Under Section 363 Does Not Trump Rights of Third Party Licensees under Section 365
HIGHLIGHTS:
Recent case law reminds practitioners and lenders to pay careful attention when drafting prepayment premium provisions in debt instruments or risk having the premiums disallowed in a borrower’s bankruptcy case.
In the Chapter 11 case of Crumbs Bake Shop, Inc. (the “Debtor”), a New Jersey bankruptcy court recently issued an opinion1 extending to trademark licensees certain protections already expressly available to other intellectual property licensees under Bankruptcy Code § 365(n).2 In addition, the Court held that the Debtor could not sell its assets free and clear of such protections and found that any future royalties under the license agreement belonged to the Debtor’s estate.3
United States Bankruptcy Courts, particularly in New York and Delaware, are already a destination for multinational corporate bankruptcy filings, but a recent study co-authored by Stephen J. Lubben, a Seton Hall Law School professor and frequent contributor to The New York Times’ DealBook blog, suggests that the current volume of foreign debtors filing in the U.S.
Almost every significant bankruptcy case eventually involves preference demands and litigation. Around this abundance of litigation developed a significant body of jurisprudence, to which Judge Sean Lane of the Southern District of New York Bankruptcy Court recently added in clarifying the ordinary course of business preference defense.
Are a debtor’s net operating losses considered property of the estate when they are reported on a consolidated tax return by a non-debtor parent? We previously wrote about this issue here.
A recent decision from the United States Bankruptcy Court for the Western District of Texas touched on two popular bankruptcy topics: notice requirements and the effect of a bankruptcy discharge on claims.