Over the last few years we have seen some significant adjustments and developments in Revised Article Nine. Starting with 2013 statutory changes and now recent court cases have created a new environment that due diligence experts must adjust to in order to maintain their high levels. This one hour seminar explores some of these changes and how they impact the due diligence work flow and the relationships between the interested parties.
The district court's opinion granted summary judgment to the Illinois Department of Transportation (IDOT) in a case brought by Dunnet Bay Construction Company challenging IDOT's implementation of federal Disadvantaged Business Enterprise (DBE) participation goals. The American Road and Transportation Builders Association argues in an amicus brief that the district court's opinion establishes an erroneous standard of review that would effectively eliminate meaningful judicial review of whether DBE goals have been unlawfully converted to quotas. Specifically, the opinion (1) applies a deferential standard of review rather than strict scrutiny; (2) limits review to whether IDOT followed federal regulations rather than considering evidence the goals operated as quotas; and (3) finds no way IDOT could have exceeded
Arbitration law update, Darren-Chaker, written by leading law firm, citing case law, statute and other legal resources about recent arbitration developments.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a proceeding on May 22, 2012 in the case of Allied Systems Holdings, Inc. The notice outlines deadlines for parties to file requests for redaction of personal information in the transcript and restrictions on public access to the transcript. If no redaction request is filed by June 15, 2012, the transcript may be made available electronically to the public on August 23, 2012 unless extended by court order.
The LLC now leads as the most popular statutory business entity in the United States. If you manage business formations and compliance, chances are you’re looking at a lot of LLCs. But with only 30 years of LLC law — compared to 100+ years of corporation law — you can also be facing some uncertainty.
Whether you’re managing just a few LLCs or many, accuracy is essential. Learn the basics of LLC law from CT’s expert staff attorneys. With a solid grounding in current LLC state laws, you can confidently make better-informed decisions for forming, qualifying, and maintaining LLCs.
The document summarizes recent case law updates from the Colorado Supreme Court and Court of Appeals in 3 cases:
1) The Colorado Supreme Court interpreted the term "presently resides" in the Child Custody Act to mean domicile based on a totality of circumstances rather than physical presence.
2) The Court of Appeals found that petitioners missed the filing deadline for an interlocutory appeal and did not establish good cause for their late filing.
3) The Court of Appeals found that injuries from an assault following a "road rage" incident did not trigger uninsured motorist coverage because the assault broke the causal chain between use of the vehicle and injuries.
Published September 2012 in The ESOP Association's ESOP Report
Steve Greenapple addresses breach of fiduciary duty and federal common law fraud by participants who transferred their 401(k) account balances to an ESOP, against the sponsor of the Plans, fiduciaries of the Plans and the ESOP's financial advisor.
A Beginner's Guide to Wills: Florida Guide to making a Will by University of ...Wolf Elder Law
Florida Guide to making a Will by University of Florida Extension: A Beginner's Guide to Wills by Brian Lacefiled and P.J. van Blokland
This is the first in a brief three-document series
on estate planning. Each is simple and intended only
to provide an outline to someone who knows little
about the subject. The other two documents are (1)
trusts and (2) living wills and power of attorney.
Although many people think that they do not have
enough assets to need a will—which presumably
explains why 70% of Americans do not have a will
(Nolo.com, 2000)—everyone should have a will.
Most individuals have more than they realize,
considering that an estate includes real and personal
property. Real property is land and permanent
improvements. Personal property includes everything
else (e.g., stocks, bonds, mutual funds, cash, cars,
furniture, art, jewelry, life insurance and retirement
plans). The will is undoubtedly the most basic and
perhaps the most important estate planning document.
Forweb20 brooklands v jeffrey sweeney us capitaldominickpeck9
http://www.infoannounce.net Provides info to give Legal Suits against jeffrey sweeney us capital partners,
us capital partners, us capital partners complaints, and us capital partners reviews.BROOKLANDS v JEFFREY SWEENEY US CAPITAL PARTNERS
BROOKLANDS, INC v JEFFREY SWEENEY,
US CAPITAL PARTNERS, LLC, UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA
West Palm Beach Division CASE NO.: 9:14-cv-81298-Hurley/Hopkins BROOKLANDS, INC.
The district court's opinion granted summary judgment to the Illinois Department of Transportation (IDOT) in a case brought by Dunnet Bay Construction Company challenging IDOT's implementation of federal Disadvantaged Business Enterprise (DBE) participation goals. The American Road and Transportation Builders Association argues in an amicus brief that the district court's opinion establishes an erroneous standard of review that would effectively eliminate meaningful judicial review of whether DBE goals have been unlawfully converted to quotas. Specifically, the opinion (1) applies a deferential standard of review rather than strict scrutiny; (2) limits review to whether IDOT followed federal regulations rather than considering evidence the goals operated as quotas; and (3) finds no way IDOT could have exceeded
Arbitration law update, Darren-Chaker, written by leading law firm, citing case law, statute and other legal resources about recent arbitration developments.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a proceeding on May 22, 2012 in the case of Allied Systems Holdings, Inc. The notice outlines deadlines for parties to file requests for redaction of personal information in the transcript and restrictions on public access to the transcript. If no redaction request is filed by June 15, 2012, the transcript may be made available electronically to the public on August 23, 2012 unless extended by court order.
The LLC now leads as the most popular statutory business entity in the United States. If you manage business formations and compliance, chances are you’re looking at a lot of LLCs. But with only 30 years of LLC law — compared to 100+ years of corporation law — you can also be facing some uncertainty.
Whether you’re managing just a few LLCs or many, accuracy is essential. Learn the basics of LLC law from CT’s expert staff attorneys. With a solid grounding in current LLC state laws, you can confidently make better-informed decisions for forming, qualifying, and maintaining LLCs.
The document summarizes recent case law updates from the Colorado Supreme Court and Court of Appeals in 3 cases:
1) The Colorado Supreme Court interpreted the term "presently resides" in the Child Custody Act to mean domicile based on a totality of circumstances rather than physical presence.
2) The Court of Appeals found that petitioners missed the filing deadline for an interlocutory appeal and did not establish good cause for their late filing.
3) The Court of Appeals found that injuries from an assault following a "road rage" incident did not trigger uninsured motorist coverage because the assault broke the causal chain between use of the vehicle and injuries.
Published September 2012 in The ESOP Association's ESOP Report
Steve Greenapple addresses breach of fiduciary duty and federal common law fraud by participants who transferred their 401(k) account balances to an ESOP, against the sponsor of the Plans, fiduciaries of the Plans and the ESOP's financial advisor.
A Beginner's Guide to Wills: Florida Guide to making a Will by University of ...Wolf Elder Law
Florida Guide to making a Will by University of Florida Extension: A Beginner's Guide to Wills by Brian Lacefiled and P.J. van Blokland
This is the first in a brief three-document series
on estate planning. Each is simple and intended only
to provide an outline to someone who knows little
about the subject. The other two documents are (1)
trusts and (2) living wills and power of attorney.
Although many people think that they do not have
enough assets to need a will—which presumably
explains why 70% of Americans do not have a will
(Nolo.com, 2000)—everyone should have a will.
Most individuals have more than they realize,
considering that an estate includes real and personal
property. Real property is land and permanent
improvements. Personal property includes everything
else (e.g., stocks, bonds, mutual funds, cash, cars,
furniture, art, jewelry, life insurance and retirement
plans). The will is undoubtedly the most basic and
perhaps the most important estate planning document.
Forweb20 brooklands v jeffrey sweeney us capitaldominickpeck9
http://www.infoannounce.net Provides info to give Legal Suits against jeffrey sweeney us capital partners,
us capital partners, us capital partners complaints, and us capital partners reviews.BROOKLANDS v JEFFREY SWEENEY US CAPITAL PARTNERS
BROOKLANDS, INC v JEFFREY SWEENEY,
US CAPITAL PARTNERS, LLC, UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF FLORIDA
West Palm Beach Division CASE NO.: 9:14-cv-81298-Hurley/Hopkins BROOKLANDS, INC.
The Class Action Fairness Act of 2005,Reed R. Kathrein, Esq.
San Francisco, California
Reed.Kathrein@gmail.com
Reedkathrein.com
CLE International – 3rd Class Actions Annual Conference
January 25-26, 2007 Los Angeles, California
BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ (Government Contracts)
Provides information as to the REASONS why the FEDERAL BUREAU OF INVESTIGATION, JUDICIAL COMPLAINTS and CONGRESSIONAL COMPLAINTS Filed by Vogel Denise Newsome are being OBSTRUCTED from being PROSECUTED!
Garretson Resolution Group appears to be FRONTING Firm for United States President Barack Obama and Legal Counsel/Advisor (Baker Donelson Bearman Caldwell & Berkowitz) which has submitted a SLAPP Complaint to OneWebHosting.com in efforts of PREVENTING the PUBLIC/WORLD from knowing of its and President Barack Obama's ROLE in CONSPIRACIES leveled against Vogel Denise Newsome in EXPOSING the TRUTH behind the 911 DOMESTIC TERRORIST ATTACKS, HEALTH CARE BILL/LAW, COLLAPSE OF THE WORLD ECONOMY, EMPLOYMENT violations and other crimes of United States Government Officials. Information that United States President Barack Obama, The Garretson Resolution Group, Baker Donelson Bearman Caldwell & Berkowitz, and United States Congress, etc. do NOT want the PUBLIC/WORLD to see. Information of PUBLIC Interest!
PHH - Consumer Financial Services Alert 22 June 2015 FINALOri Lev
The CFPB issued its first final decision in a contested administrative proceeding against PHH Corp. Director Cordray overturned the ALJ's ruling and ordered PHH to pay over $109 million in disgorgement, much higher than the $6.4 million recommended by the ALJ. Key aspects of the decision include that no statute of limitations applies to CFPB administrative actions under RESPA, RESPA violations accrue when kickbacks are paid rather than at closing, and Section 8(c)(2) of RESPA does not shield payments for referrals even if they are at fair market value. The decision establishes significant new precedents around RESPA interpretation and CFPB administrative procedures.
The document discusses various aspects of bankruptcy law and proceedings in the United States. It begins by outlining the policy goals of bankruptcy for both debtors and creditors, such as providing debtors a fresh start and allowing creditors to assert claims. It then describes who typically files for bankruptcy and common reasons for filing such as job loss, illness, or credit card debt. The document concludes by summarizing the structure of the bankruptcy code, roles of various bankruptcy courts and personnel, types of bankruptcy cases and proceedings, and rules that govern practice and procedure in bankruptcy courts.
The C4C Federal Exchange Newsletter Vol. 2 No. 3 (March 2015) Tanya Ward Jordan
The document summarizes information from the C4C Federal Exchange Newsletter Vol. 2 / No. 3 (March 2015). It discusses the Judgment Fund, which pays court judgments and Justice Department settlements against the government. It also promotes transparency of "Alleged Discriminating Officials" or RMOs, the people alleged to have discriminated in EEO complaints. Finally, it provides summaries of various EEO cases, such as Webster v Rumsfield and Elmers v Veterans Affairs, and highlights news items related to EEOC proposed rule changes.
1. This document is a ruling from the Supreme Court of California regarding challenges to California statutes that limit marriage to opposite-sex couples.
2. The court must determine whether limiting marriage to opposite-sex couples while granting same-sex couples virtually all the same legal rights and obligations through domestic partnerships violates the state constitution.
3. The court concludes that the right to marry under the California constitution must be understood to apply to both opposite-sex and same-sex couples. However, reserving the designation of "marriage" only for opposite-sex couples risks denying same-sex couples equal dignity and respect.
A right without remedy state employees after seminole tribe andHeather Lueke Smith
This document summarizes a law journal article that examines the impact of two Supreme Court decisions - Seminole Tribe v. Florida and Alden v. Maine - on the rights of state employees. The decisions found that state employees could no longer sue their state employer in federal court for violations of the Fair Labor Standards Act (FLSA), such as not receiving minimum wage or overtime pay. As a result, state employees lost their private right of action and are now largely dependent on filing complaints with the Department of Labor or pursuing claims under state labor laws, which may not provide adequate protections or remedies. The article argues this leaves state employees without a realistic remedy for violations of their rights under the FLSA.
This case involves seven same-sex couples who were denied marriage licenses and sued, arguing that New Jersey's marriage laws violated their equal protection and due process rights under the state constitution. The New Jersey Supreme Court held that same-sex couples are entitled to the same legal rights and benefits as married heterosexual couples but left it to the legislature to determine whether to amend marriage laws or create a separate statutory structure like civil unions. The court found no fundamental right to same-sex marriage under the state constitution but that denying benefits to same-sex couples violated equal protection. The legislature was given 180 days to comply. Chief Justice Poritz concurred in part and dissented in part.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a May 22nd proceeding involving Allied Systems Holdings. It provides deadlines of 7 days to file a notice of intent to request redaction and 15 days to file a request for redaction of the transcript. If no request is filed, the transcript may be made available electronically after August 23rd unless extended by court order. The notice informs how to access the transcript for reviewing and redacting.
Debbie Corcoran is a results-oriented sales manager with experience leading sales teams and managing accounts with major retailers. She has a track record of increasing sales and revenues through strategic planning, new business development, and creative product presentations. Her resume highlights career accomplishments growing sales at various companies, including doubling sales at Tidewater Sandals and generating a $22 million sales increase.
Sarah Page edited a song in Adobe Premiere. She found Premier suitable for editing as she knew how to use the program and it provided effects to smoothly cut and fit the song together. Her process involved transferring the song from YouTube to MP3, listening to identify repetitive parts, cutting them out through trial and error, and using transition effects to smoothly fit the clips together. Stretching out the sound waves to see differences in pitch made it easier to precisely crop sections. Once finished editing the audio file, she saved it to then add video footage and create a music video.
Kahoot is an educational game that quizzes students on class material using their own devices. Teachers can see which questions students get right or wrong and use it to review learning targets. It is appropriate for all ages and can foster competition between students. Ripped Apart was created by the Smithsonian to teach students about the Civil War by having them solve puzzles to figure out a mystery using real historical photographs and stories. Both apps encourage active learning through assessment and problem solving without distracting animations.
Salones reunion padres de familia jornadas a y bNathanoj Jovans
El documento lista los horarios de las reuniones de padres de familia para dos jornadas. En la jornada A de 7:00 a.m., se asignan los grupos de grados 3ro a 6to a diferentes aulas y profesores. En la jornada B de 9:30 a.m., se asignan los grupos de grados 3ro a 6to a diferentes aulas y profesores.
Walter Jenkins attended multiple universities from 1988-2014, earning a Bachelor of Arts in International Affairs. He transferred over 100 credits from Auburn University, Georgia Institute of Technology, and Georgia State University. At Georgia Tech, he took several military science courses. At Georgia State, he completed general education requirements. Jenkins then attended the School of Public and International Affairs, where he maintained a high GPA over several semesters taking courses in economics, foreign policy, international relations, German, and statistics. He graduated in 2014 with over 50 credits earned at the institution and an overall GPA of 3.20.
A fazenda se especializa na criação da raça de cavalo Akhal-teke e estabeleceu regras para alcançar altos padrões genéticos, incluindo ter casais com genética superior a 365, um cavalo com habilidades acima de 400 e BLUP 100, e cooperar para melhorar contínuamente o rebanho por meio de coberturas e trocas de cavalos a preços acessíveis.
Belgazprombank presents a mobile application Bakst - a virtual guide to large-scale art exhibition "Time and creativity of Leon Bakst" held in 2016 in the largest museums of Minsk, Vilnius and Riga. The app was developed by ScienceSoft, which already has positive experience with Belgazprombank (mobile BGPB Mobile annex).
Codes and conventions of music videos generally include style, camerawork, sound, mise-en-scene, editing, and stereotypes. However, these conventions can vary slightly depending on the genre and style of the video. Conventions create a structure for audiences to understand and familiarize themselves with different genres. Videos typically last the length of the song and represent the song's message through relatable themes. While most videos follow conventions, some challenge norms. The two main techniques used in videos are technical aspects like camerawork and symbolic elements like facial expressions.
Urban health and community resilience in the Lagos metropolis ( A Presentatio...Dr. Ebele Mogo
A Presentation By Ebele Mogo, DrPH. By 2050, two-thirds of the global population will live in cities. Already, over half of the world’s population lives in urban centers. In line with Goal 11 of the Sustainable Development Goals (S.D.G.s), these urban centers need to be made sustainable. Healthy and resilient urban development prioritizes the physical and social environment of urban residents and safeguards their health in the face of future stresses. This mixed methods study sought to understand the extent to which health and resilience were integrated into the development of the Lagos metropolis. This study serves as a case study for other metropolises on how to integrate and considerations for integrating urban health and resilience into city planning processes.
Post-modernism developed in the mid to late 20th century as a radical movement that criticized modernism and celebrated new styles over traditional ones. It questions the idea of underlying truths and sees culture as diverse and fragmented with no single theory that can fully explain it. Post-modernism focuses on surface appearances and styles rather than hidden meanings, depths, or structures. Theorists argue we now live in a world of media simulations where reality and the simulated experience have become blurred and indistinguishable.
A green wall is a wall partially or completely covered with greenery that includes a growing medium, such as soil. Most green walls also feature an integrated water delivery system. Green walls are also known as living walls or vertical gardens.
The Class Action Fairness Act of 2005,Reed R. Kathrein, Esq.
San Francisco, California
Reed.Kathrein@gmail.com
Reedkathrein.com
CLE International – 3rd Class Actions Annual Conference
January 25-26, 2007 Los Angeles, California
BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ (Government Contracts)
Provides information as to the REASONS why the FEDERAL BUREAU OF INVESTIGATION, JUDICIAL COMPLAINTS and CONGRESSIONAL COMPLAINTS Filed by Vogel Denise Newsome are being OBSTRUCTED from being PROSECUTED!
Garretson Resolution Group appears to be FRONTING Firm for United States President Barack Obama and Legal Counsel/Advisor (Baker Donelson Bearman Caldwell & Berkowitz) which has submitted a SLAPP Complaint to OneWebHosting.com in efforts of PREVENTING the PUBLIC/WORLD from knowing of its and President Barack Obama's ROLE in CONSPIRACIES leveled against Vogel Denise Newsome in EXPOSING the TRUTH behind the 911 DOMESTIC TERRORIST ATTACKS, HEALTH CARE BILL/LAW, COLLAPSE OF THE WORLD ECONOMY, EMPLOYMENT violations and other crimes of United States Government Officials. Information that United States President Barack Obama, The Garretson Resolution Group, Baker Donelson Bearman Caldwell & Berkowitz, and United States Congress, etc. do NOT want the PUBLIC/WORLD to see. Information of PUBLIC Interest!
PHH - Consumer Financial Services Alert 22 June 2015 FINALOri Lev
The CFPB issued its first final decision in a contested administrative proceeding against PHH Corp. Director Cordray overturned the ALJ's ruling and ordered PHH to pay over $109 million in disgorgement, much higher than the $6.4 million recommended by the ALJ. Key aspects of the decision include that no statute of limitations applies to CFPB administrative actions under RESPA, RESPA violations accrue when kickbacks are paid rather than at closing, and Section 8(c)(2) of RESPA does not shield payments for referrals even if they are at fair market value. The decision establishes significant new precedents around RESPA interpretation and CFPB administrative procedures.
The document discusses various aspects of bankruptcy law and proceedings in the United States. It begins by outlining the policy goals of bankruptcy for both debtors and creditors, such as providing debtors a fresh start and allowing creditors to assert claims. It then describes who typically files for bankruptcy and common reasons for filing such as job loss, illness, or credit card debt. The document concludes by summarizing the structure of the bankruptcy code, roles of various bankruptcy courts and personnel, types of bankruptcy cases and proceedings, and rules that govern practice and procedure in bankruptcy courts.
The C4C Federal Exchange Newsletter Vol. 2 No. 3 (March 2015) Tanya Ward Jordan
The document summarizes information from the C4C Federal Exchange Newsletter Vol. 2 / No. 3 (March 2015). It discusses the Judgment Fund, which pays court judgments and Justice Department settlements against the government. It also promotes transparency of "Alleged Discriminating Officials" or RMOs, the people alleged to have discriminated in EEO complaints. Finally, it provides summaries of various EEO cases, such as Webster v Rumsfield and Elmers v Veterans Affairs, and highlights news items related to EEOC proposed rule changes.
1. This document is a ruling from the Supreme Court of California regarding challenges to California statutes that limit marriage to opposite-sex couples.
2. The court must determine whether limiting marriage to opposite-sex couples while granting same-sex couples virtually all the same legal rights and obligations through domestic partnerships violates the state constitution.
3. The court concludes that the right to marry under the California constitution must be understood to apply to both opposite-sex and same-sex couples. However, reserving the designation of "marriage" only for opposite-sex couples risks denying same-sex couples equal dignity and respect.
A right without remedy state employees after seminole tribe andHeather Lueke Smith
This document summarizes a law journal article that examines the impact of two Supreme Court decisions - Seminole Tribe v. Florida and Alden v. Maine - on the rights of state employees. The decisions found that state employees could no longer sue their state employer in federal court for violations of the Fair Labor Standards Act (FLSA), such as not receiving minimum wage or overtime pay. As a result, state employees lost their private right of action and are now largely dependent on filing complaints with the Department of Labor or pursuing claims under state labor laws, which may not provide adequate protections or remedies. The article argues this leaves state employees without a realistic remedy for violations of their rights under the FLSA.
This case involves seven same-sex couples who were denied marriage licenses and sued, arguing that New Jersey's marriage laws violated their equal protection and due process rights under the state constitution. The New Jersey Supreme Court held that same-sex couples are entitled to the same legal rights and benefits as married heterosexual couples but left it to the legislature to determine whether to amend marriage laws or create a separate statutory structure like civil unions. The court found no fundamental right to same-sex marriage under the state constitution but that denying benefits to same-sex couples violated equal protection. The legislature was given 180 days to comply. Chief Justice Poritz concurred in part and dissented in part.
The document is a notice from the United States Bankruptcy Court regarding a transcript filed from a May 22nd proceeding involving Allied Systems Holdings. It provides deadlines of 7 days to file a notice of intent to request redaction and 15 days to file a request for redaction of the transcript. If no request is filed, the transcript may be made available electronically after August 23rd unless extended by court order. The notice informs how to access the transcript for reviewing and redacting.
Debbie Corcoran is a results-oriented sales manager with experience leading sales teams and managing accounts with major retailers. She has a track record of increasing sales and revenues through strategic planning, new business development, and creative product presentations. Her resume highlights career accomplishments growing sales at various companies, including doubling sales at Tidewater Sandals and generating a $22 million sales increase.
Sarah Page edited a song in Adobe Premiere. She found Premier suitable for editing as she knew how to use the program and it provided effects to smoothly cut and fit the song together. Her process involved transferring the song from YouTube to MP3, listening to identify repetitive parts, cutting them out through trial and error, and using transition effects to smoothly fit the clips together. Stretching out the sound waves to see differences in pitch made it easier to precisely crop sections. Once finished editing the audio file, she saved it to then add video footage and create a music video.
Kahoot is an educational game that quizzes students on class material using their own devices. Teachers can see which questions students get right or wrong and use it to review learning targets. It is appropriate for all ages and can foster competition between students. Ripped Apart was created by the Smithsonian to teach students about the Civil War by having them solve puzzles to figure out a mystery using real historical photographs and stories. Both apps encourage active learning through assessment and problem solving without distracting animations.
Salones reunion padres de familia jornadas a y bNathanoj Jovans
El documento lista los horarios de las reuniones de padres de familia para dos jornadas. En la jornada A de 7:00 a.m., se asignan los grupos de grados 3ro a 6to a diferentes aulas y profesores. En la jornada B de 9:30 a.m., se asignan los grupos de grados 3ro a 6to a diferentes aulas y profesores.
Walter Jenkins attended multiple universities from 1988-2014, earning a Bachelor of Arts in International Affairs. He transferred over 100 credits from Auburn University, Georgia Institute of Technology, and Georgia State University. At Georgia Tech, he took several military science courses. At Georgia State, he completed general education requirements. Jenkins then attended the School of Public and International Affairs, where he maintained a high GPA over several semesters taking courses in economics, foreign policy, international relations, German, and statistics. He graduated in 2014 with over 50 credits earned at the institution and an overall GPA of 3.20.
A fazenda se especializa na criação da raça de cavalo Akhal-teke e estabeleceu regras para alcançar altos padrões genéticos, incluindo ter casais com genética superior a 365, um cavalo com habilidades acima de 400 e BLUP 100, e cooperar para melhorar contínuamente o rebanho por meio de coberturas e trocas de cavalos a preços acessíveis.
Belgazprombank presents a mobile application Bakst - a virtual guide to large-scale art exhibition "Time and creativity of Leon Bakst" held in 2016 in the largest museums of Minsk, Vilnius and Riga. The app was developed by ScienceSoft, which already has positive experience with Belgazprombank (mobile BGPB Mobile annex).
Codes and conventions of music videos generally include style, camerawork, sound, mise-en-scene, editing, and stereotypes. However, these conventions can vary slightly depending on the genre and style of the video. Conventions create a structure for audiences to understand and familiarize themselves with different genres. Videos typically last the length of the song and represent the song's message through relatable themes. While most videos follow conventions, some challenge norms. The two main techniques used in videos are technical aspects like camerawork and symbolic elements like facial expressions.
Urban health and community resilience in the Lagos metropolis ( A Presentatio...Dr. Ebele Mogo
A Presentation By Ebele Mogo, DrPH. By 2050, two-thirds of the global population will live in cities. Already, over half of the world’s population lives in urban centers. In line with Goal 11 of the Sustainable Development Goals (S.D.G.s), these urban centers need to be made sustainable. Healthy and resilient urban development prioritizes the physical and social environment of urban residents and safeguards their health in the face of future stresses. This mixed methods study sought to understand the extent to which health and resilience were integrated into the development of the Lagos metropolis. This study serves as a case study for other metropolises on how to integrate and considerations for integrating urban health and resilience into city planning processes.
Post-modernism developed in the mid to late 20th century as a radical movement that criticized modernism and celebrated new styles over traditional ones. It questions the idea of underlying truths and sees culture as diverse and fragmented with no single theory that can fully explain it. Post-modernism focuses on surface appearances and styles rather than hidden meanings, depths, or structures. Theorists argue we now live in a world of media simulations where reality and the simulated experience have become blurred and indistinguishable.
A green wall is a wall partially or completely covered with greenery that includes a growing medium, such as soil. Most green walls also feature an integrated water delivery system. Green walls are also known as living walls or vertical gardens.
United Corporate Services provides search and filing results tailored specifically to our clients’ needs. Reports sorted by individual debtor per page, or a more comprehensive summary report of all search results on one page, both are easily provided in either .pdf format for secure closings or in Excel format for easy manipulation into your existing closing binder. United Corporate Services files and searches in over 3,000 jurisdictions in the U.S. Understanding their unique requirements ensures accurate processing of all your UCC transactions. Revised Article 9 is once again being “revised,” and we have done the legwork necessary to walk with you through your projects to ensure they are completed timely and accurately.
The document discusses UCC-1 financing statements. It provides background on the Uniform Commercial Code and how Article 9 deals with secured transactions and financing statements. The summary focuses on key aspects of UCC-1 financing statements, including:
- Conducting a UCC search during underwriting to check for existing liens and filing a post-lien search to verify the bank's filing.
- The financing statement serves to provide notice of a lien, perfect the lien, and determine priority among multiple liens.
- Key parts that must be completed correctly include the debtor's name and address, secured party's name and address, and collateral description.
- The collateral description must "reasonably identify"
John Darer of 4Structures in Stamford, CTJohn Darer
John Darer of 4Structures in Stamford, CT is an AM Best Recommended Structured Settlement Expert, Sudden Money® Advisor, Settlement Planner, Watchdog. John Darer is a well-known highly skilled creative structured settlement expert, Certified Financial Transitionist, Registered Settlement Planner, licensed insurance agent, listener, communicator, thought leader and problem solver.
This document discusses problems with the lack of oversight in the structured settlement secondary and tertiary markets. It notes that while structured settlement protection acts were intended to protect recipients, they are deficient in key areas. The first problem discussed is the lack of regulation of participants in these markets, including those who solicit recipients, advise them on sales, advise investors, or provide financial advice. Unlike other financial services, there are no licensing, background check, or continuing education requirements for intermediaries. This raises questions about the legitimacy and accountability of market participants. The document argues that insurance-style regulation is needed to protect consumers in these markets.
The document summarizes several recent changes to Colorado law:
1) New rules for calculating filing deadlines take effect in 2012 and practitioners should check for updates. 2) The Jurisdiction and Venue Clarification Act of 2011 changes federal removal and venue rules. 3) The Colorado Supreme Court adopted a new public domain citation format for its opinions to make them more accessible.
This document discusses the responsibilities of a debtor's counsel throughout a Chapter 13 bankruptcy case. It begins by providing a hypothetical scenario where a debtor is 49 months into a 60 month repayment plan when the counsel receives a motion for relief from stay and a motion to dismiss for unpaid plan payments. The document analyzes what the counsel's responsibilities are in this situation based on case law and local rules. It emphasizes that the counsel is obligated to represent the debtor on important motions like these and cannot demand more money or refuse to appear in court. The best practices for counsel include clearly establishing communication expectations, documenting them, and acting in accordance with professional responsibilities throughout the case.
This document discusses contractual capacity and the capacity of minors to enter into contracts. It defines key concepts like capacity, disaffirmation, and emancipation. It provides examples of types of contracts that minors can void, like executory contracts, and contracts they are liable for, like necessaries. The document also discusses other capacity issues like mental impairment, intoxication, and ratification. It examines cases related to minors' contracts and restrictions on agreements that are considered unlawful.
1) A subcontractor was unpaid for road patching work it performed for Con Edison under a contract. It filed liens and sued Con Edison along with other parties.
2) The case involves complex issues around public improvement liens under New York's Lien Law, including questions around whether the work constituted a public or private improvement and whether valid liens were filed.
3) While the liens themselves may not be valid, the plaintiffs can still potentially recover against Con Edison through trust fund provisions of the Lien Law since Con Edison received project funds and commenced an interpleader proceeding.
1) A subcontractor was unpaid for road patching work it performed for Con Edison under a contract. It filed liens and sued Con Edison along with other parties.
2) The case involves complex issues around public improvement liens under New York's Lien Law, including questions around whether the work constituted a public or private improvement and whether valid liens were filed.
3) While the liens themselves may not be valid, the plaintiffs can still potentially recover against Con Edison through trust fund provisions of the Lien Law, as Con Edison received payments for the work and represented that funds would be held in trust for subcontractors.
The document discusses the role of underwriting in reinsurance disputes and how disputes have impacted the underwriting process. It provides examples from case law where underwriting evidence was considered in resolving contractual ambiguities. Disputes have led to more detailed documentation of negotiations and changes in contract wording to address common issues. The underwriting process has become more rigorous with greater pre-contract scrutiny and reinsurers more actively monitoring risks.
Dead Hand Change of Control Default Provisions PPT 3-25-15Kevin Miller
This document summarizes recent developments regarding dead hand change of control default provisions. It discusses the Healthways case in Delaware Chancery Court where the court found that lenders could potentially aid and abet fiduciary duty breaches by negotiating terms that create conflicts of interest for company directors. It also mentions several similar shareholder lawsuits filed against other companies and banks. The document reviews plaintiffs' attorneys fees awards in recent cases and potential alternatives for banks going forward regarding these contractual provisions. An appendix discusses precedent set in the Amylin and SandRidge cases regarding change of control provisions.
This document summarizes the key requirements for providing adverse action notices when evaluating consumer loan applications. It discusses that lead companies must send denial notices if they do not forward a consumer's information to any lenders. Lenders "peeking" at consumer information without extending credit must ultimately provide credit, an adverse action notice, or a notice of incomplete application. Creditors can contract with third parties to send bundled denial notices when no credit is extended. The safest approach is to provide compliant adverse action notices to avoid penalties under the Equal Credit Opportunity Act and Fair Credit Reporting Act.
Time Barred Mortgages in Bankruptcy 2.0Joseph Towne
This document discusses issues related to time barred mortgages in bankruptcy. It notes that both state and federal law are unclear on this issue. Filing a proof of claim on a time barred debt could violate the Fair Debt Collection Practices Act. The statute of limitations for mortgages in Florida is 5 years from acceleration, while the statute of repose is generally 20 years from execution. However, federal law may preempt these in some cases like with FDIC or SBA assigned mortgages. The document also discusses tolling provisions and issues around determining when a mortgage is time barred.
This document provides an overview of bankruptcy law concepts including eligibility for bankruptcy, how bankruptcy changes leverage for parties, why companies file for bankruptcy, and the automatic stay. It discusses a hypothetical scenario involving a distressed Manhattan office building and examines bankruptcy issues that may arise, such as filing eligibility for limited liability companies. The document also covers factors courts examine for bad faith filings and cases where independent directors or "friendly" involuntary bankruptcy petitions were used.
12362680_1_Oil and Gas Bankruptcies_ Selected Issues (2).PPTMatthew Cavenaugh
This document provides an overview of oil and gas bankruptcy issues and concepts. It discusses the constitutional and statutory sources of bankruptcy law in the United States. Key bankruptcy concepts covered include the automatic stay, treatment of executory contracts, classification and treatment of claims, section 363 asset sales, and oil and gas specific issues like royalty and mechanic's lien claims. The document is intended to educate about selected legal issues that commonly arise in oil and gas bankruptcy cases.
BoyarMiller – Navigating Your Company through Spoliation Claims and Strategie...BoyarMiller
A Penny Saved is a Penny Earned:
Navigating Your Company through Spoliation Claims and Strategies to Maximize Recovering Attorneys’ Fees
presented by:
Chris Hanslik, Craig Dillard & Matt Veech
Class Actions: Insurance Related Claims
by Thomas F. Segalla
Whether prosecuting or opposing a motion for class certification, within the context of insurance related claims, there are certain principles that are critical to determining the allegations that are necessary to successfully assert such claims and the nature of any challenge to a motion to certify the punitive class. As the court noted, in the case of Deborah Mahon v. Chicago Title Insurance Co.:[1]
Doc1031 pay day for lynn tillotson pinker & cox $189,945.99malp2009
This document is a fourth application filed by Lynn Tillotson Pinker & Cox, LLP ("LTPC") seeking approval of attorney's fees and reimbursement of expenses from the bankruptcy estate of FirstPlus Financial Group, Inc. LTPC requests approval of $183,333.33 in attorney's fees based on its one-third contingency fee from a $550,000 settlement with Buckno Lisicky & Company, P.C. and Anthony Buczek. LTPC also requests $6,542.66 in expense reimbursements. In total, LTPC requests approval of $189,875.99 for fees and expenses incurred from May 2014 to May 2015.
Those involved in business formations may unknowingly be violating professional conduct rules. As compliance requirements evolve to protect against money laundering, terrorism, and tax evasion, it has become harder for attorneys to keep up. But those who fail to comply can face serious fines and may even lose their license altogether.
Join this on-demand webinar to safeguard against ethical violations. Attendees will have a better understanding of compliance requirements, new and emerging legislation, and best practices for new client due diligence.
Learn about:
- The intersection of business formation and money laundering/terrorism/tax evasion
- How attorney-client privilege is impacted by current and emerging legislation
- Penalties for doing business with certain risk groups
- The ABA's Gatekeeper initiative that offers risk-based guidance
- Ethical considerations of potential anti-money laundering requirements for lawyers
- Due Diligence guidelines to prevent ethical dilemmas
Meet our expert:
Garth Jacobson, Esq. – CT Government Relations and Regional Attorney
Garth B. Jacobson serves as a Senior Government Relations Attorney for CT Corporation. Prior to this position, he worked at Preston Gates and Ellis LLP. Previously, he held the position of Chief Legal Counsel to the Montana Secretary of State where he successfully litigated election law cases before the state trial and appellant courts and federal courts. During that tenure, he served on the state bar committees that drafted business entity legislation including profit and nonprofit corporate acts, revisions to the partnership laws and the limited liability company act. Additionally, he developed and administered alternative dispute resolution of business name infringements. He served on the Montana Ethics Advisory Commission. He also served on the Board of Trustees of the State Bar of Montana and was also the president of the First Judicial District Bar Association.
Entity Due Diligence From Corporate & UCC PerspectivesCT
How does due diligence vary between the Corporate and UCC perspective? This presentation outlines the similarities and differences between the two. Explore legal due diligence from both the audit and deal perspectives, with a focus on entity structure, contacts, KYC/AML, and timing.
Topics covered:
- Entity Structure
- Contracts
- Entity Records
- Know Your Customer/Anti-Money Laundering (KYC/AML)
- Timing
- Potential Impact Issues
Meet our expert:
Lori Ann Fox, Esq., Transactional Business Consultant
Lori Ann Fox has been with CT Corporation for over ten years as a government liaison and legal expert. In her role, she focuses primarily on the legal and regulatory issues facing CT’s customers in formation, compliance, and M&A. She sits on drafting committees and works closely with state bar associations, government offices and legislatures to implement changes in business entity and related laws. Additionally, she regularly lectures across the U.S. on topics related to business entity operations and filings, including:
Delaware Entity Laws
Mergers
Business Entity Formation and Maintenance
Compliance and Governance
Limited Liability Companies
Specialty/Alternative Entity Types
Ethical Considerations Surrounding Entity and Compliance Issues
Prior to joining CT, Ms. Fox maintained a private practice focusing on corporate law, which was preceded by her serving as General Counsel for an insurance company. Ms. Fox received her law degree from Emory University School of Law and is a member of the State Bars of Texas, Oklahoma, and Georgia.
Delaware and Texas Business Entity Law Comparison Overview & Legislative UpdatesCT
Both Texas and Delaware offer many benefits for those looking to incorporate their business. However, there are significant differences between the two states’ business entity laws that should be considered before selecting one state over the other. See this presentation to learn more about these key differences, similarities and important legislative updates.
Viewers will learn about:
the importance of Delaware and Texas to the business landscape the background for each state that provides further context a comparison of business entity laws and related filing and court systems the latest legislative and policy updates for each state as they impact corporations, LLCs, and partnership statutes
Meet our expert:
Lori Ann Fox, Esq., CT Transactional Business Consultant
Lori Ann Fox has been with CT Corporation for over 10 years and currently serves as a Dallas-based Transactional Business Consultant where she directly supports client goals and strategies with her extensive knowledge, skills, and experience. Previously, she served as the Government Relations and Regional Attorney, focusing on legal and regulatory issues, and working closely with state bar associations, government offices, and legislatures to implement changes in business entity and related laws.
Ms. Fox sits on legislative drafting committees and is a contributing member for both the Texas Business Law Section’s Business Organizations Code committee and the Blockchain and Virtual Currencies Committee. She is an active committee member for the Association for Corporate Growth Dallas-Fort Worth Chapter and regularly lectures across the U.S. on topics related to business entity and due diligence laws, filings, and searches.
Prior to joining CT, Ms. Fox maintained a private practice focusing on corporate law, which was preceded by her serving as General Counsel for an insurance company. She received her law degree from Emory University School of Law and is a member of the State Bars of Texas, Oklahoma, and Georgia.
This document summarizes Alan Stachura's presentation on recent Delaware legal updates. The presentation covered: (1) key statistics on Delaware entity formations in 2018, including over 200,000 new entities formed; (2) new legislation under Senate Bills 88, 183, 89, 90, and 91 that updates requirements for corporations, LLCs, LPs, and other entities; and (3) reminders about annual reporting and franchise tax deadlines and payment amounts for corporations and other business entities.
Bianca Erb is a senior business consultant at CT Corporation who has over 13 years of experience helping clients with global expansion. Her presentation discusses key considerations for global expansion, including know-your-client (KYC) regulations and anti-money laundering compliance, business formation and dissolution processes, and ongoing regulatory updates in foreign jurisdictions. She outlines services CT provides to help clients navigate global regulations and compliance requirements as they conduct business abroad.
Learn about the critical role Independent Directors play in structured finance, credit, real estate and securitized transactions. This webinar will detail how an Independent Director serves on the board of directors for a special purpose entity to help to manage a loan and keep deals moving forward.
Topics include:
Definition of an Independent Director/Manager
Definition of a Springing Member
Duties and responsibilities of each (position)
Procedures for handling a possible Bankruptcy proceeding
How to identify a competent Independent Director
How CT can help
Presenter: Vic Duva, Director of Corporate Staffing
Global compliance professionals & entity management staying in controlCT
Organizations have benefited from strong economic growth and an increase in global deals. However, those in charge of entity management have the added burden of ensuring subsequent legal, regulatory, and contractual compliance. Alleviate risk and strengthen your control on global compliance with this complimentary webinar.
Improve decision making with expert insights into key factors such as legislative updates, anti-money laundering regulations, and transaction compliance. Plus, learn how to best leverage technology to streamline processes and ensure compliance.
Topics covered:
Keeping up with on-going local legislation changes
Risk of non-compliance with local regulation changes
Anti-money laundering regulations
Pre- and post-transaction compliance checklist
Leveraging technology to ensure global compliance
The world of due diligence is designed to be predictable and stable – but change is inevitable. This presentation reviews the changes facing modern due diligence and provides strategies to best manage these updates. CT’s expert consultant will specifically discuss changes in Delaware corporate law, due diligence recordings, case law, and cyber due diligence.
Learn About:
Changes and updates to statutory law
Cybersecurity / due diligence
UCC-3 Issues
General Motors case and terminations
Assumed Business Names - What Every Business Lawyer Should KnowCT
Businesses are frequently required to adopt – or want to adopt – a different name than the one used for formation. This assumed name, otherwise known as “doing business as”, is a popular option often accompanied by legal requirements that vary by state. In this presentation, CT’s expert attorney reviews the key aspect of assumed names so attendees are well informed about the process and how to navigate it successfully.
Learn about:
What an assumed name is (and what it isn’t)
Reasons assumed names are used
How (and why) assumed names are regulated by states
How courts have handled parties using assumed names
Penalties for non-compliance
Closing the Deal - Multiple Perspectives on Due DiligenceCT
Due diligence is the cornerstone of most successful deals. But one’s view of due diligence can change depending on perspective. In this on-demand webinar, CT’s expert staff will review due diligence from the audit and deal perspectives. Viewers will gain insights into the similarities and differences between the two, as well as an overview of issues and possible solutions.
Learn About:
Entity structure
Contracts
Entity records
AML/KYC
Timing and potential impacts
The Wayfair Decision & Small Businesses Selling Online - The Taxman ComethCT
In June last year the US Supreme Court ruled in South Dakota vs. Wayfair Inc. case, that states can require out-of-state retailers to collect sales taxes from in-state customers, even if the retailers have no physical presence in the state.
This was a major change for businesses small and large who conduct business online. No longer will there be the advantage of bypassing sales tax collection by selling online and not having a physical presence in a state. Rather, if a remote seller generates revenue and/or sales in a state, they may be required to collect a state sales tax.
This decision has led to many questions about what might be the impact on all remote online businesses regarding responsibilities and requirements regarding state sales tax, and if all states are requiring this new obligation.
The document discusses deal compliance requirements when executing transactions. It covers why focusing on compliance is important given the large number of deals, describes common transaction vehicles like acquisitions, mergers, and conversions, and identifies key issues to consider including ensuring all entities are in good standing, properly handling intellectual property transfers, complying with anti-money laundering laws, and paying attention to timing of the transaction. The presentation aims to help practitioners navigate deal compliance requirements.
Learn about the key trends and recent legislative updates in the nation’s most popular state to incorporate. In addition, attendees will have the opportunity to hear about pending and future legislation, as well as gain insight into changes in franchise taxes and annual reports.
If it’s happening in Delaware, you want to know about it. 65% of the Fortune 500 are incorporated in Delaware, and over 150,000 new entities were formed in 2013 alone. Whether you work in a corporation or at a law firm, you’ll need to answer the questions, “Why Delaware?” and “What do I need to know to get the best results?”
Join CT’s expert staff attorneys for a unique view on working with Delaware. No other registered agent does as much work with Delaware — you’ll learn nuances and experience you simply can’t get anywhere else.
What do most federal and state business laws have in common? Mandatory filing requirements, with serious consequences for non-compliance. If you’re not on top of these ongoing compliance actions, you’re putting your company or clients at risk. Business can face fines, administrative dissolution, even loss of access to courts. In some circumstances, certain individuals can face criminal penalties.
CT is the tenured leader in helping businesses protect their legal health. Our staff attorneys will walk you through the essentials of what you need to know about business compliance. With good strategy and planning, you can reduce or eliminate the risks.
Criminal Background Checks in the Hiring Process: The Escalating Risks CT
Employers’ use of criminal background checks in the hiring process is creating growing exposure to liability on several fronts. The Equal Employment Opportunity Commission (EEOC) is pursuing the issue aggressively as a centerpiece of its enforcement initiatives, asserting that the practice has a disparate impact on minority applicants, which violates Title VII of the Civil Rights Act of 1964.
Through our tenure as the leader in business and legal compliance, CT has amassed an unsurpassed wealth of knowledge. We share this institutional expertise with you with our live seminars and webinars.
Federal diversity jurisdiction is conditioned on two requirements – the amount in controversy must exceed $75,000, and there must be “complete diversity,” meaning that no defendant may have the same “citizenship” as any plaintiff.
In this CT Corporation webinar, learn more about diversity jurisdiction with special guest Thomas E. Rutledge of Stoll Keenon Ogden PLLC. For more information, head to ct.wolterskluwer.com.
CTKnowledgeShare: CT Corporation is dedicated to educating our customers on the most current and essential topics for corporate legal and compliance professionals.
As soon as businesses decide to merge, the respective legal teams from each entity must immediately mobilize and accurately deploy a merger plan that addresses everything from due diligence to the final filings. Any missed steps can incur serious costs or cause adverse delays.
This document briefly explains the June compliance calendar 2024 with income tax returns, PF, ESI, and important due dates, forms to be filled out, periods, and who should file them?.
Sangyun Lee, 'Why Korea's Merger Control Occasionally Fails: A Public Choice ...Sangyun Lee
Presentation slides for a session held on June 4, 2024, at Kyoto University. This presentation is based on the presenter’s recent paper, coauthored with Hwang Lee, Professor, Korea University, with the same title, published in the Journal of Business Administration & Law, Volume 34, No. 2 (April 2024). The paper, written in Korean, is available at <https://shorturl.at/GCWcI>.
Synopsis On Annual General Meeting/Extra Ordinary General Meeting With Ordinary And Special Businesses And Ordinary And Special Resolutions with Companies (Postal Ballot) Regulations, 2018
Genocide in International Criminal Law.pptxMasoudZamani13
Excited to share insights from my recent presentation on genocide! 💡 In light of ongoing debates, it's crucial to delve into the nuances of this grave crime.
Receivership and liquidation Accounts
Being a Paper Presented at Business Recovery and Insolvency Practitioners Association of Nigeria (BRIPAN) on Friday, August 18, 2023.
Defending Weapons Offence Charges: Role of Mississauga Criminal Defence LawyersHarpreetSaini48
Discover how Mississauga criminal defence lawyers defend clients facing weapon offence charges with expert legal guidance and courtroom representation.
To know more visit: https://www.saini-law.com/
सुप्रीम कोर्ट ने यह भी माना था कि मजिस्ट्रेट का यह कर्तव्य है कि वह सुनिश्चित करे कि अधिकारी पीएमएलए के तहत निर्धारित प्रक्रिया के साथ-साथ संवैधानिक सुरक्षा उपायों का भी उचित रूप से पालन करें।
The Future of Criminal Defense Lawyer in India.pdfveteranlegal
https://veteranlegal.in/defense-lawyer-in-india/ | Criminal defense Lawyer in India has always been a vital aspect of the country's legal system. As defenders of justice, criminal Defense Lawyer play a critical role in ensuring that individuals accused of crimes receive a fair trial and that their constitutional rights are protected. As India evolves socially, economically, and technologically, the role and future of criminal Defense Lawyer are also undergoing significant changes. This comprehensive blog explores the current landscape, challenges, technological advancements, and prospects for criminal Defense Lawyer in India.
What are the common challenges faced by women lawyers working in the legal pr...lawyersonia
The legal profession, which has historically been male-dominated, has experienced a significant increase in the number of women entering the field over the past few decades. Despite this progress, women lawyers continue to encounter various challenges as they strive for top positions.
Business law for the students of undergraduate level. The presentation contains the summary of all the chapters under the syllabus of State University, Contract Act, Sale of Goods Act, Negotiable Instrument Act, Partnership Act, Limited Liability Act, Consumer Protection Act.
Lifting the Corporate Veil. Power Point Presentationseri bangash
"Lifting the Corporate Veil" is a legal concept that refers to the judicial act of disregarding the separate legal personality of a corporation or limited liability company (LLC). Normally, a corporation is considered a legal entity separate from its shareholders or members, meaning that the personal assets of shareholders or members are protected from the liabilities of the corporation. However, there are certain situations where courts may decide to "pierce" or "lift" the corporate veil, holding shareholders or members personally liable for the debts or actions of the corporation.
Here are some common scenarios in which courts might lift the corporate veil:
Fraud or Illegality: If shareholders or members use the corporate structure to perpetrate fraud, evade legal obligations, or engage in illegal activities, courts may disregard the corporate entity and hold those individuals personally liable.
Undercapitalization: If a corporation is formed with insufficient capital to conduct its intended business and meet its foreseeable liabilities, and this lack of capitalization results in harm to creditors or other parties, courts may lift the corporate veil to hold shareholders or members liable.
Failure to Observe Corporate Formalities: Corporations and LLCs are required to observe certain formalities, such as holding regular meetings, maintaining separate financial records, and avoiding commingling of personal and corporate assets. If these formalities are not observed and the corporate structure is used as a mere façade, courts may disregard the corporate entity.
Alter Ego: If there is such a unity of interest and ownership between the corporation and its shareholders or members that the separate personalities of the corporation and the individuals no longer exist, courts may treat the corporation as the alter ego of its owners and hold them personally liable.
Group Enterprises: In some cases, where multiple corporations are closely related or form part of a single economic unit, courts may pierce the corporate veil to achieve equity, particularly if one corporation's actions harm creditors or other stakeholders and the corporate structure is being used to shield culpable parties from liability.
Guide on the use of Artificial Intelligence-based tools by lawyers and law fi...Massimo Talia
This guide aims to provide information on how lawyers will be able to use the opportunities provided by AI tools and how such tools could help the business processes of small firms. Its objective is to provide lawyers with some background to understand what they can and cannot realistically expect from these products. This guide aims to give a reference point for small law practices in the EU
against which they can evaluate those classes of AI applications that are probably the most relevant for them.
2. Agenda – Signposts
• Organic Public Record
• Individual Names
• Your Terminated---GM CASE
• Prefiling gets a definition
• Extension of 4 month rule
• Trust
• Modern Checklists
3. Road to Perfection…
• Organic public record rules the land
– It starts here
“Public Organic Record” means a record that is available to the public
that is available for inspection and that is:
(A) a record consisting of the record initially filed with or issued by a
State or the United States to form or organize an organization and
any record filed with or issued by the State or United States which
amends or restates the original record.
4. Going Green!
• What Is This Organic Public Record?
A Check List Must---You must rely on the MOST RECENT CHARTER DOCUMENT
which in most corporate matters is either the Articles of Incorporation or Articles
of Organization. (Client providing original documents is NOT the same).
Relying on any other type of state document is NOT the equivalent to the
Charter Documents---Certificates of Good Standing or Name Listing from State’s
Website can not be relied upon due to their status as compiled data (not
Organic).
5. Potholes Along The Way
• Building On This Organic Concept: Common slip ups EVERYONE
seems to make----
– And vs. &
– Making it plural
– DBA, FKA,
– Punctuation – spaces, commas, dashes
– Numbers – spelled out, roman numerals, etc.
– Corp ending or noise words?
6. Case In Point:
CNH CAPITAL AMERICA LLC v. PROGRESSO MATERIALS LTD, et al
• CNH Capital America and Debtor Progresso Materials, Ltd. Entered
into security agreements regarding equipment.
• CNH filed in Texas its UCC 1 documents using the name Progresso
Material, Ltd.
• In dispute that followed court determined that filing was “Seriously
Misleading” since this filing did not comport with Texas’s version of
search logic. The missing “s”.
• Remember not every state has the “same” search logic.
7. Case Law - Trade Names
• In Re EDM Corp (Neb Bankruptcy Appellate Panel 2010)
• Three secured creditors with loans in excess of 4.5 million
• First secured creditor files UCC1 using EDM Corporation d/b/a EDM
Equipment as name. EDM Corporation is the filed name with
Secretary of State.
• Second and third secured creditors did search under EDM
Corporation and did not locate prior filing. Money was loaned.
8. In Re EDM Corp (cont.)
• Bankruptcy court ruled that since second and third could not locate
filing it was “seriously misleading”.
• Bankruptcy appellate panel held that inclusion of trade name resulted
in a statement that did not sufficiently provide name of debtor.
• Court interpreted 9-502 and 503 to require EXACT legal name to
appear in the name field of the financing statement. Trade names can
be added in other sections.
• Not enough that the correct name is located “somewhere in a string
of words listed as the debtor’s name”
9. Case Law – Debtor Name of Organization
• Alvo Grain and Feed, Inc. USBC-Nebraska 2009
• Correct name: Alvo Grain and Feed, Inc.
• Filed name: Alvo Grain & Feed, Inc.
• Search using Nebraska search logic both online and written did not
disclose “&” filing.
• Decision: Filing was “Seriously Misleading” and thus not valid since
search logic did not disclose it.
• This is true even as Court noted Debtor interchanged the “&” with and in
their own documents.
10. Case Law – Debtor Name of Organization
Alvo Grain and Feed, Inc. (cont.)
Quote from Judge:
“I feel it is important to note that while I am compelled to make that
decision, it is not any easy one to make…the law no longer considers
whether a reasonably diligent searcher would have found the financing
statements.”
13. Individual Names – Statute/Forms
• 9-307(a)(4)(A)
If the debtor has a name, only if it provides the individual name of the debtor.
• UCC-1 Form Instructions:
1. Enter Debtor’s exact full legal name
2. Enter individual debtor’s
– family name (surname) in Last Name box,
– first given name in First Name box, and
– all additional given names in middle name box.
14. NCCUSL – 2013 Changes
Alternative A (“only if” option)
•If debtor is an individual to whom this State has issued a [drivers license], only if it
provides the name…indicated on the [drivers license].
•[if no drivers license] only if it provides the individual name of the debtor or the
surname and first personal name of the debtor.
•Under this approach the use of another variation of the name does not get you much
UNLESS that state’s search logic picks up the variation.
•Better option for searchers
15. NCCUSL – 2013 Changes
Alternative B (“Safe Harbor” option)
Equal treatment for:
• Individual name of debtor
• Provides the surname and first personal name of the debtor
• Provides the name on the driver’s license
• Would be perfected even if Court found another variation of the “correct name”
• Helps filer, but not searcher
16. Official Comment Re Individual Debtor Names
Important Concepts
• Driver’s license issued “in this state”
• Name change due to license expiration
• Cultural norms may vary – components of name are provided on new UCC
form (e.g. surname, etc.)
• Refer to prior case law re individual names if RA9 policies are protected
• When in doubt, file against multiple names!
17. Individual Name Case
• In Re Ben Miller and Debbie Ann Miller, (USBC- Ctrl. Illinois 2012)
• 1995 Bank enters into relationship with both debtors
• Name on signature card: Bennie A Miller and Debbie A. Miller
• In 1999 Bank filed a blanket UCC using Bennie A Miller in filing
• The UCC was timely renewed twice and included d/b/a Power Plus
• 2010 Bankruptcy was filed
• At trial: Debtor testified he was known as Bennie A Miller, Illinois Driver’s License
and SSN card listed Bennie A. Miller and income tax filed and deeds recorded as
Bennie A. Miller
• Court relied on Debtor’s Indiana birth certificate name Ben Miller and voided bank’s
security interest towards debtor Bennie A. Miller.
19. Rubber Meets The Road - GM
General Motors Bankruptcy Case
• Facts:
– GM in BK – reorganizing it’s debt structure – FI’s are willing partners (not that
they have better options)
– GM’s counsel prepares UCC-3 documents
• Two Loans that will be terminated (after repayment) BUT three terminations are
prepared
– GM’s counsel does NOT catch the error-sends off
• Documents are sent to FI’s counsel who responds by email “looks good”
• Matter goes through a closing where all parties are present including Bank’s general
counsel. Loan values: 300 Million and 1.5 Billion
• The third termination is NEVER caught
– The third Termination is filed and an entire umbrella loan for $1.5 billion is
exposed.
20. Rubber Meets The Road – GM/Motors Liquidation
General Motors Bankruptcy Case
• Goes to court on multiple ground including “excusable neglect” and “lack
of authority” to terminate
• Lower Courts go different way – Heads to Delaware Supreme Court
Question: Is it enough that the secured lender reviewed and knowingly approved
a UCC-3 Termination or must the secured lending intend to termination the
particular security interest that is listed on the UCC-3?
Holding: The code, 9-509, has no “knowledge of effect” requirement therefore a party
need not understand nor intend the effect. System would be inefficient if there is a
requirement of “subjective” knowledge
21. In Re: GM/Motors Liquidation
• Definition of Agent Authority is EXAPANDED:
• Per UCC § 9-509(d)(1), a termination statement is effective only if “the
secured party authorizes the filing.
• Regardless of whether or not the secured party INTENDED the
termination-they are bound by act of agent (law firm).
• Authority is created by a principal’s manifestation to an agent that, as
reasonably understood by the agent, expresses the principal’s assent that
the agent take action on the principal’s behalf.
22. Rubber Meets The Road – GM (cont.)
General Motors Bankruptcy Case
• Parties have the burden that ensuring Termination statements are properly
filed
– With no objections raised authorization was granted by action/inaction of
secured party (FI)
Meaning…
THE SECURED PARTY IS THE MASTER OF ITS OWN TERMINATION STATEMENT!
23. Rubber Meets The Road—GM-Motors Liquidation
• Possible fallout?: The reliance parties may reasonably place upon UCC-3 termination
statements increases. It follows that the ruling reduces the costs to new lenders (or
other secured parties) for relying upon UCC-3 termination statements as they file UCC-
1s to perfect their new interests in the same collateral. The lower costs should benefit
both future lenders and future borrowers. The opinion raises the costs of preparing
UCC-3s, but probably only slightly, because preparers of UCC-3s should have command
of all relevant facts, and are reasonably expected to be more precise and meticulous.
• The Second Circuit’s decision in this case illustrates the importance of a detailed
review of draft termination statements by lenders prior to filing as well as the
importance of the Creditors’ Committee’s post-petition review of secured liens which
can reveal errors or issues with the liens or their perfection.
24. Rubber Meets The Road – GM (cont.)
• Okay…Now What?
– Case does NOT make the stand that a secured party is ALWAYS bound by the
goofs of others
• More questions remain:
– Who has authority?
– How far does that authority go?
– What documents does the firm have?
• Who has the authority to see them?
26. Section 9-322
Priorities Among Conflicting Security Interests
• Addition to Official Comment to Section 9-322 to clarify “notice
filing” concept and pre filing.
• Example: SP files UCC-1 prior to obtaining authorization from
debtor. Debtor later authorizes the filing, at which time the UCC-1
becomes effective. For priority purposes, the time of the
unauthorized filing is the “time of filing” for purposes of priority
under 9-322.
27. Between a Rock and an Oak: Recent Case Law
• Oak Rock Financial, LLC, Debtor (Chapter 11 United States Bankruptcy
Court for the Easter Dist. of New York)
– 2001, July 19th – Agreement is entered into between debtor and secured party (IDB)
Security agreement that included “all proceeds and products thereof” clause
– July 21, 2001 a Financing Statement is filed
– May 2006 – Changes occur – a new lender is added
A new entity is created as administrative agent for the group of lenders
Filings occur including an assignment to new entity is filed
– May 2011 - Amendments are filed – Agent included
– October 2012 – Financing Statement is filed with agent
After company fails - True participants hold equitable title to the underlying loans
and receivables
Rights perfected automatically under 9-309(3) with no need of financing statements
28. Between a Rock and an Oak (cont.)
Q. – Does the Agent have a perfected prior lien?
Court HOLDS – DATE OF FILING CONTROLS!
1. A security interest is perfected if attached and all applicable requirements have been
satisfied
a. The FS need only “enough information to notify a reader that the creditor MAY claim
an interest”
2. A third party must conduct a “reasonable inquiry” into the status of the collateral
3. Parties can file a FS even before credit/assets are extended (grant security)
a. In this case – Five years between FS and grant
4. Even if parties use proceeds from new agreements to satisfy older obligations the first filing
date controls for priority purposes
From the Court: One of the MOST IMPORTANT roles the UCC plays is facilitating the
efficient procession of commerce by permitting parties to rely in good faith on the
plain terms of AUTHORIZED public filings
(case came after GM Bankruptcy)
30. Old Section 9-316:
Continued Perfection of Security Interest Following Change in Governing Law
• 9-316 protects security interests that are perfected prior to the
location change.
• Protection is limited to collateral in existence on the date of the
debtor’s change in location, and provides a four month grace
period.
• Security Interests in collateral acquired after the change of
location (e.g. inventory, after-acquired collateral, etc.) are not
perfected until a filing is made in the new location.
31. New Section 9-316
• Provides that security interests in collateral acquired by the debtor
after the change in location will be perfected for four months, and
remain perfected if the SP files a financing statement in the new
location within the four month period.
32. New 9-316: Example
• ABC Inc. is NY Corporation.
• SP files UCC-1 in NY against existing and after-acquired inventory.
• ABC Inc. reincorporates in DE. Shortly thereafter, ABC Inc. acquires
additional inventory. Because ABC Inc. is in DE, DE’s law governs
perfection of the inventory.
• Under DE law, SP’s financing statement is effective to perfect SP’s
security interest in inventory that ABC Inc. acquires within four
months of the location change.
33. Filer vs. Searcher and the 120 Day Rule
In Re Lifestyle Home Furnishings, LLC., (USBC-Idaho 2010)
• November 2003 Bank Filed UCC-1 covering “all inventory, accounts,
equipment and general intangibles” on Factory Direct, LLC
• May 7, 2007 Factory Direct LLC amended its articles so name read “Lifestyle
Home Furnishings, LLC”
• 2007 Bank did not file any additional UCC documents or file any type of
amendments to “Lifestyle Home Furnishings, LLC”
• 2008 Lifestyle files Chapter 7 Bankruptcy
• Holding: Defendants financing statement was not effective to perfect its
security interest in any collateral acquired by debtor on or after September
8, 2007.
34. Filer vs. Searcher (cont.)
• Rational of Court: Per 9-506, the use of the name other than the precise
legal name renders the financing statement “seriously misleading” unless a
search under the correct name would produce the prior financing
statement. The name change on May 7, 2007 made the prior filing
seriously misleading.
In Re Lifestyle Home Furnishings
• The bank had four months within to rectify the situation in order to be
perfected to collateral acquired by Debtor more than four months after the
change in name. Therefore, the cutoff date of September 8, 2007.
• ****Issue preserved for trial is whether Debtor disclosed name change to
bank. Bank claims they did not. Factors included debtor company still
calling itself by old name and having that name on its checking accounts.
36. Debtors/Trusts
•Types of trusts:
1. Statutory
2. Massachusetts Business
3. Common
•If Trust is a Registered Organization you MUST enter the debtor name as it
appears on the public organic record for all UCC-1 filings
•If Non-Registered then the name MUST be the name of trust or
settlor/testator (If trust does not have a name)
— Testator has been added in the 2013 Revision
37. Debtors/Trusts (cont.)
•For Non-Registered Trusts
— Amendments require you MUST include a statement “collateral held in trust” in
a separate part of the UCC document.
— This replaces the current phrasing under Article 9 to the debtor being the trust
or trustee which confused people since under most state law the debtor would
be the trustee.
— If name of settlor/testator is provided as debtor’s name, the filer MUST provide
in a separate part of the UCC document sufficient information to distinguish the
trust from others the settlor/testator may have an interest in.
This separate section requirement is aimed at limiting the risk that a secured party
would provide such information in the debtor’s name block on the financing UCC
document.
38. THUS - CHECKLIST ONE
Get The Full Story!
• Former names, alias, nicknames, DBAs, Tax Returns, Credit Reports
– Litigation or tax liens could be filed against any variation of a name
• Tax returns on William Moore but what about Billy or Bill?
• Get the driver licenses for all individuals
– Forget the DMV – the name on the license is what controls (Biggest pain-point
for 2013)
– Don’t expect Financial Institutions to provide data.
• Locations of old offices or property owned or leased
– Litigation and tax liens could be hiding there
39. CHECKLIST TWO
Liens In Other Shapes And Sizes
• The economic downturn has lead to an increase in non-consensual
Liens
– They commonly take the form of:
• State and Federal Tax
• Judgment Liens
• Mechanics Liens
• In Many Cases These Types Of Liens Can Take Priority
All of these are governed outside UCC law - meaning they can be filed
on variations of the debtor’s name! Such as DBAs, FKAs, nicknames
and even misspellings!
40. CHECKLIST THREE
Future Liabilities – Where To Look?
• Search for pending litigation
Remember not just “exact” name
– Volume of litigation can lead to viability questions
Slip and falls for a retail debtor?
– Catch judgment liens before they are attached
– Flip side – is your debtor about to win a big case?
Plaintiff search can tip you off to positive outcomes
41. Thank You For Attending!
MODERN
DUE DILIGENCE
SIGNPOSTS
CURRENT LAW & BEST PRACTICES
PRESENTED BY
DAN LIAS, ESQ.
Editor's Notes
Way more exact. The name basically needs to be the name you see on the driver’s license to safe. If you do—you are in the clear. There is the chance as mentioned that search logic can still come to the rescue however, depending on the state, may be a small chance of success.
More wiggle room---you are protected but a Court can find other correct name---in such matters timing can be an issue.
With the increase level of pre-filings occurring this is a needed change. It clarifies the issue to make this point----Priority=Filing regardless if the debtor has given authorization to file.
Four months now includes current AND after-acquired if approved by a state. This comes into play mostly with a company that deals with inventory.