This podcast discusses the transformation of collateral subject to a security interest, in particular whether a security interest exists in proceeds, products, offspring, accessions, and the like. This topic primarily requires a careful reading of UCC § 9-315 and a basic understanding of how a secured party attaches its security interest in the first place.
The topic of this podcast is the nature of foreclosure of a security interest and, in particular, the right of a secured creditor to obtain possession of collateral after default. Like in many areas of the law a thorough understanding of secured transactions requires you to use the correct vocabulary relevant to the topic. Here we are using the rules set forth in the Uniform Commercial Code Article 9, though some of the basic concepts obtain their meaning from other law.
The topic of this podcast is to summarize and evaluate the nature of security interests covered by Article 9. It will also cover transactions that are within the scope of UCC Article 9 even though the parties may not have intended to create a security interest. The primary code section associated with this inquiry is 9-109. This podcast primarily focuses on security interests created under Article 9, with tips for the type of question often asked on bar exams.
This podcast evaluates when a transaction described as a “lease” will be considered a sale with a retention of a security interest and covered by Article 9. In particular, it will describe the situations that suggest that a lease is a true lease and those in which the lease is actually a disguised sale. The primary UCC provision associated with this inquiry is § 1-203, which contains the general rules of the road with respect to disguised leases.
This lesson explores non-capital, criminal sentencing with a particular focus on the constitutional criminal procedural issues.
This lesson explores the concept of service marks, and the similarities and differences between service marks and trademarks.
This lesson assumes that you have already acquired a basic familiarity with the rules that apply to marks that are used on or in connection with the offering of goods. Specifically, you should be familiar with the types of subject matter that may qualify as marks, the spectrum of distinctiveness, and the standard for determining whether a mark has been used in trade (or, for protection under the Lanham Act, in interstate commerce).
This lesson is a comprehensive discussion of shareholder agreements under section 7.32 of the Revised Model Business Corporation Act (RMBCA).
Under corporate law, shareholders dissatisfied with certain extraordinary transactions, such as corporate mergers, may dissent from those transactions and require the corporation to purchase the dissenters' shares for their fair value. This lesson discusses those rights, known as dissenter's or appraisal rights. The lesson covers both Delaware law and the Model Business Corporation Act and discusses what appraisal rights are, when those rights are available to shareholders, and the procedures for enforcing appraisal rights. It does not get into the difficult questions involved in actually valuing corporate shares, and it does not discuss procedural issues that arise in appraisal litigation.
This lesson examines when a shareholder's lawsuit against a corporation is derivative and when it is direct. It also examines why this distinction is important. Then, using the provisions of the Revised Model Business Corporation Act (RMBCA), this lesson examines the procedural requirements for bringing a derivative action.
This lesson examines shareholder inspection rights under RMBCA Chapter 16. In particular, it examines which documents a shareholder may inspect and the requirements for a shareholder to inspect. This lesson is a good opportunity to practice your statutory reading and interpretation skills.
This lesson discusses shareholder voting rights when fundamental changes are made to their corporation--mergers, consolidations, compulsory share exchanges, sales of assets, dissolution, and amendments to the articles of incorporation. It also discusses other procedural requirements related to such transactions.
This lesson discusses cumulative voting and how it differs from straight voting. It describes the mechanics of cumulative voting—how many votes each shareholder gets, how those votes may be cast, and how the result is determined. It also illustrates how cumulative voting can go awry if shareholders are not careful. Finally, it discusses several possible ways that a majority shareholder dissatisfied with cumulative voting may try to circumvent it.