When you lend money, sell a business on installments, borrow against business assets, or purchase property subject to existing financing, the same questions matter: what assets secure the obligation, who else can claim them, and what happens if payment stops? These questions affect whether you should proceed, what terms you should negotiate, and what options you will have if the transaction goes wrong.
I advise lenders, business owners, sellers, buyers, and guarantors on secured transactions involving equipment, inventory, receivables, bank accounts, investment interests, and other business assets. My work includes documenting secured loans and seller financing, investigating liens before an acquisition, reviewing collateral demands and personal guaranties, obtaining releases, and representing clients in defaults and enforcement disputes.
A signed loan agreement or an accepted UCC filing does not, by itself, establish that your position is adequately protected. Effective protection depends on the documents, the assets involved, the required filing or control arrangements, and the rights of competing claimants. I examine these elements together and explain how they affect your transaction, business operations, and potential recovery.
Whether you are preparing to sign, reviewing an existing arrangement, or responding to a missed payment or enforcement notice, I can assess your position and identify the appropriate next steps. An initial review begins with an agreed scope, fee, and delivery date, so you understand what the work will cover before proceeding.
MY PRACTICES
SECURED LOANS
& SELLER FINANCING
LIEN CHECKS
& RELEASES
BORROWER & GUARANTOR PROTECTION
DEFAULT
& COLLATERAL RECOVERY
LENDING MONEY & SECURING DEFERRED PAYMENTS
When you lend money, extend business credit, or agree to receive the purchase price in installments, you need to understand what you can recover if payment stops. A repayment promise, a personal guaranty, and rights in collateral provide different forms of protection. The documents and closing arrangements should reflect which protections your transaction requires.
I advise private lenders, investors, business owners, and sellers on structuring and documenting secured credit. My work includes preparing and negotiating loan agreements, promissory notes, security agreements, and guaranties; reviewing ownership of the proposed collateral; and identifying existing claims that may affect your position. Depending on the assets involved, I arrange the appropriate UCC filings, possession arrangements, or account control agreements.
For sellers financing a business or equipment purchase, I coordinate the payment terms with the collateral protections. This includes addressing the buyer’s existing financing, restrictions on disposing of assets, and any necessary agreements with other lenders. Where available, I evaluate purchase-money protections and the steps required to obtain them.
Before you commit funds or transfer assets, I help you identify what will secure the obligation, what competing claims must be addressed, and what must happen at closing. If the loan has already been made, I can review the existing arrangements and assess whether corrective steps remain available.
BUYING A BUSINESS, CHECKING LIENS & CLEARING COLLATERAL
When you buy a business or valuable equipment, you need to know whether a lender, taxing authority, or another claimant has rights in the assets. A seller’s assurance that everything is paid off does not resolve the question. Existing financing can also delay an acquisition or refinancing when the required payoff and release arrangements have not been settled.
I review collateral and lien issues in business acquisitions, asset purchases, and refinancing transactions. My work includes determining the appropriate search jurisdictions, examining relevant UCC filings and other lien records, reviewing the obligations behind identified claims, and assessing what must be resolved before closing. Where relevant to the engagement, I also address tax liens and related acquisition risks.
The review produces a practical set of closing requirements: which obligations need to be paid, whose consent is required, what releases must be obtained, and how those steps should be coordinated with the transfer of funds and assets. I prepare or negotiate payoff and release arrangements and address related conditions in the transaction documents.
I also assist when a repaid loan or disputed filing continues to interfere with a sale or new financing. This may involve examining the filing history, communicating with the secured party, and pursuing the appropriate termination, amendment, or collateral release. The objective is to resolve the underlying claim and its documentation so the transaction can proceed on an understood basis.
A financing offer may give you the capital your business needs while granting the lender substantial rights over your equipment, receivables, accounts, and other assets. A personal guaranty may create additional exposure for an owner. Before signing, you should understand what is being pledged, which obligations the collateral secures, and how the terms could affect your ability to operate, refinance, or sell the business.
I advise borrowers, business owners, and guarantors on proposed and existing secured financing. I review collateral descriptions, future-advance and after-acquired-property provisions, guaranties, account control arrangements, financial covenants, and events of default. I explain their practical effect and negotiate changes appropriate to the transaction.
Particular attention goes to provisions that can create unexpected difficulties: collateral securing additional obligations, restrictions on ordinary asset sales, lender access to operating funds, defaults triggered by another agreement, and unclear conditions for releasing collateral or guaranties. Where several lenders are involved, I examine how their competing rights affect the financing and your business.
If financing is already in place, I can assess proposed amendments, requests for additional collateral, and options for a negotiated release or restructuring. An initial review can provide a written explanation of the material issues and recommended negotiation points, with its scope, fee, and delivery date agreed before work begins.
BORROWING AGAINST BUSINESS ASSETS & MANAGING PERSONAL EXPOSURE
MISSED PAYMENTS, COLLATERAL RECOVERY
& ENFORCEMENT DISPUTES
When payments stop, the first question is what the documents and circumstances actually permit. For a creditor, the value of pursuing collateral depends on its condition, location, competing claims, and likely recovery costs. For a borrower or guarantor, an acceleration demand, account restriction, repossession, or proposed sale can threaten both business operations and personal finances.
I represent clients in secured debt defaults, workouts, and enforcement disputes. For creditors, I assess the loan documents, collateral rights, filing history, competing interests, and available remedies. Depending on the matter, the work may involve negotiating repayment or forbearance, collecting assigned receivables, pursuing possession through appropriate procedures, arranging a collateral disposition, or seeking recovery from an obligor or guarantor.
For borrowers and guarantors, I examine whether the alleged default is supported, whether the creditor has complied with applicable requirements, and whether the demanded balance and enforcement steps can be challenged. I also evaluate negotiated resolutions, including revised payment terms, collateral releases, and agreements addressing any remaining liability.
Enforcement requires attention to the particular assets and circumstances. Taking equipment, directing payments from customers, and enforcing rights in an account involve different procedures. A bankruptcy filing may also restrict further action. I help clients assess these issues before choosing a course of action and address disputes concerning notices, sales, expenses, and claimed deficiencies.
If you have received a default notice, sale notice, or court papers, identify any stated deadline when making your inquiry and provide the notice with the underlying financing documents.
Viacheslav Kutuzov
New York Attorney & Counselor-at-Law (6192033)
admitted to practice before the IRS (No.00144810-EA)
55 Broadway, Floor 3, New York, New York 10006
Phone: +1 646 8374669
