When considering a sale of their business, many business owners are unsure about the best way to begin negotiations with a prospective buyer. Most business owners are aware that at some point an asset purchase agreement needs to be signed that sets out all of the final terms and conditions of the deal. However, there is a very important and often overlooked step that should be taken prior to negotiations taking place. (more…)
Corporate and Business Blog
Selling Your Business: Confidentiality is the First Step
Friday, March 26th, 2010Grain is Not Inventory
Friday, March 5th, 2010In a commercial loan setting, bankers are used to thinking of the raw materials, work in process, and products held by people for sale or lease as inventory. The Uniform Commercial Code in section 26-1-9.1-102 specifically codifies this perception.
There is, however, an important exception to this designation. If your borrower is a farmer, grain and seed will not be included in the definition of inventory. This is because the definition of inventory specifically excludes farm products. The term “farm products” is defined as not only crops growing in the field, but also, without limitation, crops grown or to be grown and supplies used or produced in a farming operation.
Although revised Article 9 has simplified the process of taking a security interest in agricultural products, these liens do still differ in application from liens on ordinary equipment and inventory.
Author: Andrew C. Ozete (bio)
Phone: 812.452.3582
email: aozete@bamberger.com
What is a Negative Pledge?
Wednesday, February 24th, 2010A negative pledge is really not a pledge at all. A negative pledge is a promise by a borrower to not allow any liens to be placed upon some or all of the borrower’s assets. Negative pledge language is often found in standard bank loan agreements as one of many covenants (promises) made by the borrower. As with other covenants in the loan agreement, violation of a negative pledge is usually an event of default. A negative pledge can also be a stand alone document. Frequently stand alone documents are for negative pledges of real estate assets and are in a form that allows recording in the real estate records of the county in which the subject real estate is located. (more…)
Rights of Depository Bank
Wednesday, February 17th, 2010When Revised Article 9 of the Uniform Commercial Code became effective in most states, it included within its scope deposit accounts. To create a security interest in deposit accounts, a lender must establish control. (more…)
Freezing Bank Accounts
Wednesday, February 10th, 2010Under Indiana law, once a bank obtains a money judgment against a former customer, it may proceed to collect on this judgment by freezing accounts at other banks. (more…)
By-Laws: Do you really need ‘em?
Friday, January 22nd, 2010In recent years, it has become increasingly convenient for individuals to set up their own corporations in Indiana. The availability of form articles of incorporation on the Secretary of State’s website and the ease of online filing have encouraged many individuals to set up corporations on their own without the traditional approach of using an attorney. (more…)
How to Legally Dissolve a Not-for-profit Corporation
Thursday, October 22nd, 2009In today’s challenging economic climate, not-for-profit organizations may be some of the organizations hardest hit. Much like a for-profit corporation, not-for-profit corporations are also vulnerable to failure. When faced with a situation where a not-for-profit organization can no longer keep its doors open, the leadership of that organization may be unfamiliar with what procedures must be followed in order to properly dissolve the not-for-profit corporation. (more…)
Update on Annual Report Scam
Tuesday, July 28th, 2009Earlier this year, Bamberger alerted you as to a potentially deceptive scheme being carried out in Indiana involving the solicitation of Indiana corporations for payment of money and disclosure of corporate information in return for the filing of annual or biennial reports with the Indiana Secretary of State.
Hints for Corporate Resolutions
Tuesday, May 26th, 2009When obtaining Certificates of Resolution from a corporation, it is very important that all blanks are properly filled in and the necessary signators have signed.