U.S. Tax Attorney
Secured transactions sit at the center of modern commercial lending, asset-based finance, and corporate credit risk management. Whether the transaction involves a revolving line of credit, equipment financing, inventory loans, or sophisticated multi-party structures, Article 9 of the Uniform Commercial Code governs how lenders create, perfect, and enforce security interests against a debtor’s personal property. For businesses, investors, and financial institutions, the effectiveness of a security interest often determines whether a loan is collectible, whether a transaction closes on time, and whether the creditor ultimately recovers value when the debtor’s financial condition deteriorates.
New York’s adoption of Article 9 provides a comprehensive framework that rewards creditors who act early, file correctly, and maintain strict compliance with statutory procedures. A properly structured and perfected security interest confers real economic power: it elevates the secured party above general creditors, protects the collateral from judgment liens and bankruptcy trustees, and ensures an enforceable priority position in the event of default. Conversely, small errors – such as a defective debtor name, a late filing, or a commercially unreasonable sale – can completely invalidate recovery, even where all business terms were substantively sound.
My practice is designed to help clients navigate this high-stakes environment with precision. I structure, negotiate, perfect, and enforce security interests across the full spectrum of collateral types, from accounts receivable and equipment to deposit accounts, investment property, and complex proceeds chains. Whether you are extending new credit, restructuring existing debt, or seeking to enforce your rights after a breach, I provide end-to-end secured transactions counsel that aligns legal strategy with commercial objectives and ensures the highest degree of statutory protection available under Article 9.
MY PRACTICES
Rules of Priority
Default
Creation of a security interest (Attachment)
Perfection
Creation of a Security Interest (Attachment):
A Deep Dive into UCC § 9‑203
Attachment is the moment in a secured transaction when a security interest becomes enforceable against the debtor with respect to specified collateral. Under UCC § 9‑203, this is not a passive event or a matter of form alone; it is the exact point at which legal enforceability vests, provided that three statutory prerequisites have been satisfied. Without attachment, a secured party has nothing more than an expectation of payment and no enforceable proprietary rights in the debtor’s property.
Understanding attachment is essential because it is the gateway to perfection and to priority over competing claims. If a security interest fails to attach properly, perfection—no matter how carefully accomplished—cannot confer enforceability against the debtor. The statute prescribes a clear tripartite test that must be met simultaneously.
What Attachment Requires Under UCC § 9‑203
Extension of Value. The first statutory requirement is that value has been given by the secured party to the debtor. Value has a broad meaning under the UCC. It generally includes advancing money, extending credit, issuing a binding commitment to future credit, or even securing a preexisting claim of the secured party. Value is the quid pro quo for the implied promise that the debtor grants a security interest in collateral. Because of the broad statutory definition, even nominal consideration can suffice so long as it reflects a real transfer of rights or property.
A common drafting technique to reinforce value for future obligations is the Future Advances Clause. Included under UCC § 9‑204(c), this clause ensures that the collateral secures not only the present loan but all future extensions of credit under the same security agreement. In commercial contexts such as revolving credit facilities, this clause allows the secured party to rely on a single security interest to secure advances made over months or years as the debtor draws down on the credit line.
Debtor’s Rights in the Collateral or Power to Transfer
The second requirement is that the debtor must have rights in the collateral, or the power to transfer such rights to the secured party. The statutory language explicitly recognizes that a debtor must hold an interest that is legally enforceable – formal title is not required.
Thus, a debtor who has only possessory rights, a lessee’s rights, or even voidable title can grant a security interest to the extent of those rights. This principle protects expectations in commercial practice: for example, a tenant can grant a security interest in leasehold improvements even though the tenant is not the owner of the real property.
Another statutory innovation is the after‑acquired property doctrine under UCC § 9‑204. Absent a contrary agreement, a security interest attaches to property the debtor acquires in the future if the security agreement so provides. This mechanism is indispensable in lending against assets that change over time—such as inventory, accounts receivable, or general intangibles. The statute limits this doctrine for consumer goods acquired more than ten days after value is given (unless they are accessions) and for commercial tort claims that did not exist at the time of the agreement.
A Valid Security Agreement or Statutory Alternative
The third element of attachment under UCC § 9‑203(b)(3) is a formal requisite. Attachment occurs only if the secured party satisfies one of the conditions the statute sets out. The most common is an authenticated security agreement that supplies a description of the collateral. Authentication by the debtor (typically by signature) demonstrates that the parties agreed to the terms and the collateral description.
If physical possession of the collateral is delivered to the secured party under an agreement, attachment occurs even absent a written security agreement. This method is most common with tangible goods, instruments, or money that can be physically delivered. Likewise, for investment property, deposit accounts, letter‑of‑credit rights, and certain electronic collateral, attachment can occur when the secured party obtains control under the relevant statutory sections. Control substitutes for possession in a world of dematerialized or electronic assets and signals the secured party’s dominion over the collateral.
Proceeds and Ancillary Rights Are Part of Attachment
A critical statutory provision often overlooked in practice is that attachment automatically extends to proceeds of the collateral and to supporting obligations once the primary security interest attaches. Under the statute, attachment to the original collateral also gives the secured party rights to proceeds—whether from sale, lease, exchange, or insurance recoveries—and to supporting obligations such as guarantees or letters of credit. Legal Information Institute
Additionally, attachment to a securities account or a commodity account also attaches the security interest to the entitlements or contracts carried in those accounts, simplifying collateral descriptions in complex financial arrangements. Legal Information Institute
Timing and Postponement of Attachment
The statute permits parties to expressly postpone the time of attachment by agreement. If the agreement states that attachment will not occur until a specified future event, then enforceability is delayed accordingly. This flexibility can be useful in structured finance transactions where attachment is conditioned on delivery of documentation, regulatory approvals, or other closing conditions.
Practical Impact: Why Attachment Matters
In real‑world secured financing, attachment is where a secured party moves from expectation to enforceable property interest. Consider a lender financing a startup with rapidly developing software and multiple asset classes. If the security agreement does not expressly include after‑acquired property or control provisions for electronic collateral, the lender risks having new assets remain unsecured despite having extended substantial value.
Similarly, attachment determines the secured party’s rights in bankruptcy. Only collateral interests that have attached can be perfected and given priority over other creditors. For example, a purchase‑money security interest in consumer goods automatically perfects upon attachment under UCC § 9‑309—a statutory rule that underscores the importance of proper attachment.
Attachment under UCC § 9‑203 is the indispensable first step in secured lending. A security interest is not enforceable until all three statutory prerequisites—value, debtor rights or power to transfer rights, and a valid security agreement or statutory alternative—have occurred. By rigorously satisfying these requirements and understanding statutory extensions to proceeds and supporting obligations, secured parties create a solid legal foundation before advancing to perfection and priority analysis. Careful drafting, precise collateral description, and awareness of statutory nuances are essential for enforceability and practical effectiveness in commercial lending.
Perfection: Establishing Priority Against Third Parties Under UCC Article 9
Once a security interest has attached under UCC § 9‑203 and is enforceable against the debtor, the next critical phase in secured transactions is perfection – the process by which the secured party protects its rights against third parties, such as other creditors, judgment lien holders, and a bankruptcy trustee. Perfection is essentially the act of giving public notice of a security interest so that competing claimants can discover and account for it. A security interest that is attached but not perfected remains unperfected, exposing the secured party to the risk of losing priority and, in some cases, recovering nothing on default.
UCC Article 9 prescribes multiple methods of perfection, each tied to the type of collateral at issue. The correct method is not interchangeable: it depends on the legal nature of the collateral and the public notice mechanism that best suits it under the statutory framework. The three most significant methods for most commercial collateral are filing, possession, and control; in addition, certain security interests are perfected automatically upon attachment under specific statutory rules.
Perfection by Filing: The UCC‑1 Financing Statement. The most widely used method of perfection for commercial collateral is by filing a UCC‑1 Financing Statement. Under UCC § 9‑310(a), a financing statement must be filed to perfect all security interests subject to Article 9 unless another statutory method applies. Filing serves as a public index entry that gives constructive notice to subsequent creditors, purchasers, and lien claimants of a secured party’s interest.
The financing statement is not the security agreement itself; it does not create the security interest or satisfy attachment requirements. Rather, it is a notice document that provides a searchable public record of the secured party’s claim. The statute requires that a financing statement “sufficiently provide” the name of the debtor in accordance with UCC § 9‑503(a) and related indexing rules. In practice, this means the financing statement must include:
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Debtor’s name in the precise legal form reflected in public records, because financing statements are indexed under debtor name and a mismatch may render the statement seriously misleading under UCC § 9‑506(b).
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Secured party’s name, so interested parties can identify who holds the claimed security interest.
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Indication of the collateral covered.
Unlike the collateral description in a security agreement (which must reasonably identify the collateral under UCC § 9‑108), the financing statement may use supergeneric descriptions (e.g., “all assets,” “all personal property”) because it functions solely as a notice instrument. The sufficiency of debtor name and generic collateral description in financing statements is a frequent point of priority disputes in bankruptcy and creditor contexts.
The financing statement is typically filed in the Secretary of State’s office where the debtor is located – with location defined by statutory rules for registered organizations, individuals, and foreign entities. A filed financing statement is generally effective for five years from the date of filing; to continue perfection beyond that period, the secured party must file a Continuation Statement within the statutory six‑month window before expiration. Failure to file timely continuation causes the financing statement to lapse, and the security interest becomes unperfected as of the effective lapse date.
Perfection by Possession: Tangible Collateral and Money. Article 9 expressly allows perfection by possession or delivery of collateral to the secured party in lieu of filing under specified provisions. UCC § 9‑313 and § 9‑312(b)(3) make clear that certain types of collateral can only be perfected by possession.
A classic example is money. A security interest in money cannot be perfected by filing; it is perfected only by taking possession under the statutory scheme. Similarly, physical certificated instruments may be perfected by delivery of the certificate to the secured party, which constitutes possession. For negotiable documents or goods subject to a negotiable document, perfection can occur by perfecting a security interest in the document itself while the goods remain in the bailee’s possession. These statutory formulations recognize that for collateral with inherent tangibility or negotiability, physical control provides stronger and clearer public notice than filing alone.
Possession‑based perfection is effective from the moment possession is acquired and remains so only while the secured party retains possession. If the collateral is returned to the debtor without another perfection strategy in place, perfection lapses.
Perfection by Control: Deposit Accounts, Investment Property, and Similar Assets. Where collateral is intangible or cannot be physically possessed, the statute turns to control as the means of perfection. Under UCC § 9‑314, a security interest in certain financial assets is perfected by the secured party’s obtaining “control” of the collateral. Typical categories include **deposit accounts, electronic chattel paper, investment property, electronic documents, and letter‑of‑credit rights.”
Control is a statutory concept distinct from possession: it generally requires that the secured party (or its nominee) become the account holder (in the case of deposit accounts) or obtain the ability to dispose of or transfer the collateral without further consent from the debtor. For investment property, control involves having the securities intermediary agree to comply with entitlement orders from the secured party.
Perfection by control is exclusive for certain asset types that the statute treats differently from general categories. For example, a security interest in a deposit account cannot be perfected by filing; it may be perfected only through control under the governing provisions of Article 9.
Automatic Perfection: Self‑Perfecting Security Interests. In a limited set of circumstances, a security interest is perfected automatically upon attachment, without any filing or possession/control action by the secured party. Article 9 codifies these self‑perfecting interests in UCC § 9‑309, which identifies categories of security interests that are perfected when they attach.
The most familiar example is the Purchase‑Money Security Interest (PMSI) in consumer goods. A PMSI arises when the creditor finances the acquisition of specific goods or the seller extends credit for the sale while retaining a security interest. For PMSIs in consumer goods, perfection is automatic upon attachment – meaning attachment and perfection occur simultaneously under the statute. This rule recognizes the impracticality of filing financing statements for everyday consumer purchases, such as appliances or personal vehicles, that are financed at the point of sale. Automatic perfection simplifies these transactions while still affording lenders enforceable priority against lien claimants.
Importantly, automatic perfection does not extend to all PMSIs. For PMSIs in equipment, inventory, or farm products, additional steps – such as timely filing of a financing statement – are often required to achieve priority over competing creditors.
Practical Consequences of Perfection. Perfection is the critical legal step that determines whether a secured party’s interest will stand up against third‑party claimants. For perfected security interests, priority generally follows “first to file or perfect,” subject to special priority rules (e.g., superpriority for certain PMSIs and buyers in the ordinary course of business). Conversely, unperfected interests are at risk of being subordinate to lien creditors and may be avoided in bankruptcy.
For example, suppose a secured lender advances funds to a company and obtains a security interest in accounts receivable. If the lender fails to file a financing statement, and another creditor subsequently perfects a conflicting interest by filing first, the second creditor may have priority. Likewise, if a secured party obtains control of a deposit account but fails to maintain control, the perfection lapses and priorities may shift.
Perfection is not static: financing statements lapse, control can be lost, and collateral classifications can change. Therefore, ongoing attention to Article 9 requirements – including continuation filings and control confirmations – is indispensable to maintaining priority over time.
Under UCC Article 9, perfection transforms a security interest from a purely contractual right against the debtor into an interest that is enforceable against third parties. Perfection is achieved primarily through filing financing statements under UCC § 9‑310, possession of tangible collateral under UCC § 9‑313 and § 9‑312, and control of certain financial assets under UCC § 9‑314. In limited cases, such as PMSIs in consumer goods and other self‑perfecting categories defined in UCC § 9‑309, perfection occurs automatically upon attachment.
Mastery of these statutory mechanisms – and careful execution in accordance with Article 9’s detailed provisions – is essential to securing priority in commercial lending and protecting the creditor’s recovery potential. Missteps in the method chosen for perfection, errors in debtor name on a financing statement, or failure to manage continuation can mean the difference between priority in enforcement and being relegated to junior or unsecured status.
n secured transactions, perfection alone does not guarantee recovery. The ultimate measure of a secured party’s rights arises when multiple parties claim an interest in the same collateral. Priority rules under UCC Article 9 determine which creditor is entitled to enforce their security interest first, making the difference between full recovery and a total loss. Understanding these rules is essential for any lender or secured party operating in a competitive lending environment.
The General Rule: First-to-File-or-Perfect. The cornerstone of priority under Article 9 is codified in UCC § 9‑322(a)(1). Known as the First-to-File-or-Perfect Rule, it establishes that: “A security interest held by a secured party has priority over a conflicting security interest held by another secured party with respect to the same collateral if… the first secured party to file or perfect has priority.”
In practical terms, priority is determined by the earlier of the date the security interest was perfected or the date a financing statement was filed. Notably, a creditor can file a UCC‑1 financing statement before attachment occurs – for example, before the loan is funded or the security agreement signed. If attachment and later perfection occur, the priority date relates back to the initial filing. This statutory rule allows creditors to lock in priority defensively while finalizing loan documentation or negotiating terms. Example: A lender files a UCC‑1 for a revolving credit facility before the borrower draws funds. When the first advance is made and the security interest attaches, the lender’s priority relates back to the filing date, effectively defeating other secured creditors who file afterward.
Priority Between Secured Parties and Lien Creditors. A lien creditor is an unsecured creditor who obtains a judicial lien—typically via judgment, attachment, or garnishment – against the debtor. The statutory hierarchy under UCC § 9‑317(a)(2) provides that:
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A perfected secured party generally takes priority over a lien creditor arising later.
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An unperfected secured party is subordinate to a lien creditor who becomes a lien creditor before the interest is perfected.
This distinction is critical in bankruptcy scenarios, where a bankruptcy trustee is treated as a hypothetical lien creditor as of the petition date (§ 544(a)). If a security interest is unperfected at the time of bankruptcy, the trustee may avoid it under the “strong-arm” power, leaving the creditor without recourse. Example: A secured party extends credit to a company but fails to perfect its interest in accounts receivable. Later, a supplier obtains a judgment lien and executes on the same accounts. The supplier’s lien, now perfected by judicial process, would take priority over the unperfected secured party.
Purchase-Money Security Interests (PMSIs) represent a statutory exception to the general first-to-file-or-perfect rule. Under UCC § 9‑324, a PMSI gives “super-priority” to the creditor who enables the debtor to acquire specific collateral.
PMSI in Inventory
For inventory held for sale or lease, super-priority is contingent on two statutory requirements:
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Perfection at the time of possession: The PMSI must be perfected when the debtor receives the inventory.
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Notification of other secured parties: The PMSI creditor must send an authenticated notice to any prior secured party with a conflicting claim covering the same inventory before the debtor receives the inventory.
Failure to satisfy either requirement causes the PMSI to fall under the general first-to-file-or-perfect rule, losing its super-priority status.
Example: A supplier sells widgets to a retailer on credit with a PMSI. If the supplier fails to notify the bank holding a blanket lien on the retailer’s inventory, the supplier’s PMSI is subordinate, even if perfected.
PMSI in Goods Other Than Inventory (Equipment). For equipment or other non-inventory goods, the statutory rule under § 9‑324(b) allows super-priority if the PMSI is perfected within 20 days after the debtor receives possession. Filing a UCC‑1 financing statement is typically sufficient to achieve this priority. Example: A vendor finances machinery for a manufacturer. Filing a UCC‑1 within 20 days of delivery ensures the vendor’s PMSI takes precedence over existing secured parties.
Priority in Collateral Perfected by Control. Collateral types perfected by control – such as deposit accounts, investment property, and letter-of-credit rights – often enjoy the highest priority. Under UCC §§ 9‑314, 9‑317, control effectively supersedes competing interests perfected by filing.
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Deposit Accounts: A security interest perfected by control generally takes priority over a security interest perfected by proceeds. If the secured party is the bank holding the account, the bank’s interest has automatic super-priority.
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Investment Property: Control confers priority over security interests perfected only by filing.
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Letter-of-Credit Rights: Control provides priority over other secured parties lacking control.
Example: A bank perfects a security interest in a corporate deposit account by entering into a control agreement. Even if another lender files a UCC-1 covering the same collateral, the bank’s control-based perfection ensures priority.
Priority in Proceeds. UCC § 9‑315(a)(2) extends a security interest to proceeds of the collateral, generally preserving the original priority if the proceeds are identifiable. This includes funds from sale, lease, or exchange of collateral. Special rules apply for cash proceeds commingled in deposit accounts. Without effective tracing methods – such as the lowest intermediate balance rule – a secured party may lose priority in commingled funds. Example: A creditor holds a perfected interest in inventory sold for cash, which the debtor deposits into a general account with other funds. If the creditor cannot trace its proceeds, its interest in the cash may be diluted or lost, despite initial perfection.
Strategic Considerations. Navigating priority requires careful attention to:
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Timing of filing, perfection, and notice.
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Type and classification of collateral.
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Potential PMSIs and super-priority claims.
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Tracing rules for proceeds, especially cash or commingled assets.
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Coordination with banks or intermediaries for control-based perfection.
Structuring transactions with these considerations in mind ensures that a secured party not only perfects its interest but achieves the highest attainable priority.
Under UCC Article 9, priority rules codify a rigid but predictable hierarchy for resolving competing claims to collateral. The first-to-file-or-perfect rule (§ 9‑322) establishes the baseline, while super-priority PMSIs (§ 9‑324), control-based perfection (§§ 9‑314, 9‑317), and proceeds rules (§ 9‑315) provide nuanced exceptions. Understanding these rules—and applying them strategically—protects a secured party’s recovery and mitigates the risk of subordinate or defeated claims.
Rules of Priority: Resolving Competing Claims to Collateral under UCC Article 9
Default and Enforcement: Navigating the Debtor-Creditor Relationship After Breach
When a debtor fails to perform under a security agreement—a situation legally defined as a default—the secured party acquires the right to enforce its security interest against the collateral. UCC Article 9, Part 6 provides a detailed framework for this process, balancing the secured party’s need to recover with the debtor’s protection against commercially unreasonable practices. The creditor’s actions must be methodical and compliant, as missteps can lead to loss of recovery rights or liability for damages. Understanding the interplay between possession, sale, and post-sale obligations is essential to maximizing recovery while mitigating legal risk.
Taking Possession: Pre-Foreclosure Considerations. The first stage in enforcement is taking possession of the collateral. Article 9 authorizes secured parties to use self-help repossession under UCC § 9‑609, allowing them to take possession without judicial process so long as it can be accomplished without breaching the peace. In practice, this means the creditor must avoid entering the debtor’s premises over protest, using force, or threatening the debtor or third parties. Although self-help is often the fastest and least expensive route, its proper execution is highly fact-specific. In New York, courts consider subtle nuances in debtor consent, the presence of security personnel, and prior communications when assessing whether a breach of the peace occurred.
When peaceful repossession is impractical or risky, judicial remedies such as a writ of replevin provide a safe alternative. These proceedings, while slower and more costly, ensure lawful possession and protect the secured party from liability. For example, a lender seeking to reclaim specialized manufacturing equipment may opt for judicial intervention to avoid potential tort claims arising from contested entry into a secured warehouse.
Disposition of Collateral: Commercial Reasonableness. Once possession is obtained, the secured party must decide how to dispose of the collateral. The most common method is a foreclosure sale, although strict foreclosure or judicial sale may also be appropriate. UCC § 9‑610 mandates that the sale, lease, or other disposition of collateral be commercially reasonable in all aspects, including method, timing, location, and terms. This requirement ensures that the sale maximizes value for the debtor, senior creditors, and junior claimants alike.
Factors of commercial reasonableness are context-specific. A fleet of delivery trucks, for instance, may fetch a higher price through a dealer network than a public auction, while unique industrial machinery might require specialized marketing or preparation to attract qualified buyers. Courts have consistently emphasized that failure to consider market realities or to act prudently can render a sale commercially unreasonable, potentially invalidating the secured party’s claim to a deficiency.
Notification is a critical component of a commercially reasonable disposition. Under UCC § 9‑611, the secured party must provide authenticated notice to the debtor, any secondary obligors, and any other parties with a known interest in the collateral, including those who have filed prior financing statements. Reasonable notice, often interpreted as at least ten days for non-consumer transactions, allows affected parties to protect their rights and participate in the disposition process.
Post-Sale Outcomes: Deficiency and Surplus. After disposition, the proceeds must be applied according to UCC § 9‑615. Expenses of repossession, preparation, and sale are deducted first, followed by satisfaction of the foreclosing secured party’s claim. Subordinate secured parties who have made authenticated claims are paid next, and any remaining surplus is returned to the debtor.
If the proceeds are insufficient to cover the debt, the debtor remains liable for the deficiency. The statute provides a rebuttable presumption that defective notice or commercially unreasonable sales resulted in full satisfaction of the debt, potentially eliminating the deficiency unless the creditor can demonstrate that a proper sale would still have generated a lower recovery. This rule underscores the importance of careful adherence to notice and procedural requirements, as failure can entirely undermine the secured party’s enforcement rights.
Strict foreclosure under UCC § 9‑620 offers an alternative to sale, allowing the secured party to retain the collateral in full or partial satisfaction of the debt. This option is particularly useful when the collateral’s value meets or exceeds the outstanding obligation, or when rapid resolution is desired. The secured party must send notice to the debtor and any interested parties. If no objection is received within twenty days, full foreclosure is effective; partial satisfaction requires the debtor’s express, authenticated agreement after default.
Strategic Implications. The enforcement phase requires a careful balance between aggressive recovery and procedural compliance. Even a perfectly attached and perfected security interest can lose its value if the secured party mishandles possession, notification, or disposition. Lawyers and lenders must analyze the debtor’s business, the type of collateral, and the statutory framework to structure enforcement actions that maximize recovery, minimize exposure, and maintain compliance with UCC Article 9. By approaching defaults methodically, secured parties can transform a potential loss into a controlled, legally protected outcome.
At the core of our practice is the provision of comprehensive legal guidance on secured transactions under UCC Article 9, tailored to protect your interests, optimize collateral security, and minimize risk. Our services are designed for lenders, creditors, corporate borrowers, and investors navigating complex commercial landscapes.
1. Security Interest Structuring and Attachment. We advise clients on strategically structuring security interests to ensure enforceability against debtors. This includes drafting and reviewing security agreements, verifying collateral rights, and including provisions such as future advances clauses and after-acquired property coverage. By ensuring that all requirements for attachment under UCC § 9‑203 are satisfied, we help clients establish strong, enforceable claims from the outset.
Illustrative Scenario: For a revolving line of credit secured by inventory, we ensure that the security agreement captures both current and future stock, automatically covering all advances without requiring repetitive documentation.
2. Perfection and Priority Planning. Proper perfection is the cornerstone of protecting your rights against third parties. We assist in selecting and executing the optimal method of perfection, whether by UCC‑1 filing, possession, or control, and advise on Purchase-Money Security Interests (PMSIs) and their super-priority benefits. We also provide guidance on filing strategies, notice requirements, and priority planning to secure a leading position among competing creditors.
Illustrative Scenario: A lender seeking to finance a manufacturer’s equipment receives guidance on filing UCC‑1 statements, establishing control over deposit accounts, and structuring PMSIs to ensure maximum recoverability in the event of default.
3. Default Management and Enforcement. When a debtor defaults, swift and compliant action is critical. Our team provides end-to-end enforcement solutions, including pre-foreclosure strategy, lawful repossession, commercially reasonable disposition of collateral, and deficiency recovery under UCC §§ 9‑609, 9‑610, 9‑615, 9‑620. We help clients minimize risk, avoid liability, and maximize recovery while strictly adhering to statutory procedures.
Illustrative Scenario: For a defaulted loan secured by specialized machinery, we manage the repossession process, oversee auction preparation to ensure commercial reasonableness, and handle distribution of proceeds to senior and junior creditors, protecting the client from legal challenges.
4. Transactional Advisory and Risk Mitigation. Beyond enforcement, we provide strategic advisory services to anticipate and prevent disputes. This includes evaluating collateral types, structuring PMSIs, reviewing cross-collateral arrangements, and advising on bankruptcy implications. Our goal is to safeguard client interests in complex transactions, ensuring clarity, compliance, and enforceability at every stage.
Illustrative Scenario: Advising a multi-state lender on securing priority in inventory and accounts receivable while coordinating with other secured parties and preparing for potential debtor insolvency.
Why Choose Our Practice? Our approach combines deep legal knowledge, practical business insight, and procedural precision. We not only ensure compliance with UCC Article 9 but also structure transactions to maximize priority, enforceability, and recovery potential. Every step—from drafting agreements to enforcement—is handled with meticulous attention to detail, protecting your position in competitive and high-risk financial environments.
Our Secured Transactions Services
Viacheslav Kutuzov | International & U.S. Taxation Expert
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Viacheslav Kutuzov
VIACHESLAV KUTUZOV, Esq.
International and U.S. Taxation Expert
New York Tax Attorney & Counselor-at-Law (6192033)
55 Broadway, Floor 3, New York, New York 10006
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