Posts Tagged ‘laura scott’

Buying a Business: Do I Need a Letter of Intent?

Monday, March 29th, 2010

Most business owners are aware that a purchase of a business is typically accomplished through a purchase agreement signed by all parties. However, there is an important step that needs to be taken in the purchase and sale of a business before a purchase agreement is prepared. (more…)

Selling Your Business: Confidentiality is the First Step

Friday, March 26th, 2010

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…)

Membership Interests in an LLC – Perfecting a Security Interest

Wednesday, March 24th, 2010

The Uniform Commercial Code provides for several methods by which a secured   party can perfect a security interest in the membership interest of a limited liability company, particularly when such membership interest is uncertificated.  (more…)

Fast Facts on PACA

Wednesday, March 17th, 2010

The Perishable Agricultural Commodities Act (PACA) promotes fair trading  in the fresh and frozen fruits and vegetables industries.  One of the aspects of PACA is that it imposes a statutory trust on all produce related assets held by agricultural merchants, dealers, and brokers in order to better assure that suppliers of produce are paid.  (more…)

Default and Prepayment Language Does Not Defeat a Demand Note

Friday, March 12th, 2010

In a case recently decided by the U.S. 7th Circuit Court of Appeals, the Court upheld that a bank was not liable for breach of contract or fraud for pointing out that the note was payable on demand to the borrower.  In this case, a development company obtained a line of credit.  The line of credit was a demand note, meaning that the bank could demand payment in full at any time of the outstanding balance.  Although the note was not in default, the Bank asked the Borrower to term out a portion of the note with a loan to a related entity and to reduce the remaining availability on the line of credit.   The Borrower was not expecting this request and asked about the consequences if it did not make these changes.  The Bank responded by pointing out to the Borrower that this was a demand note and that it was possible that the Bank could demand payment in full at any time. (more…)

Preparation Clauses in Kentucky Mortgages

Wednesday, March 10th, 2010

Kentucky law indicates that a mortgage must contain a preparation clause signed by an attorney.  The requirement for an attorney to sign the preparation clause cannot be satisfied by having a bank employee or other loan officer sign the preparation clause.  (more…)

How to Legally Dissolve a Not-for-profit Corporation

Thursday, October 22nd, 2009

In 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…)

Sharing The Wealth: Participated Loans

Wednesday, September 30th, 2009

A participation is a contractual arrangement in which the lead lender makes a loan to his borrower and then sells a share of that loan to another lender known as the participant.  Participants and lenders customarily document the terms and conditions of their deal in a participation agreement which will control the rights and duties between them.  (more…)