Secured Transactions and UCC Liens
What is it?
When money is lent against assets, the lender’s rights need to be properly documented and perfected. A misstep in this process can leave a secured creditor without the protection they thought they had, often discovering the gap only when it’s too late to fix it. Security interests don’t protect themselves. They have to be created correctly, attached to the right collateral, and perfected through the proper filings before they mean anything in a dispute or an insolvency proceeding.
The rules governing secured transactions under Article 9 of the Uniform Commercial Code are detailed and technical. Small errors in description, filing, or timing can render an otherwise valid security interest unenforceable against third parties, other creditors, or a bankruptcy trustee.
How we can help:
We handle secured transaction documentation and UCC filings with the precision these matters require, making sure lenders and borrowers alike understand their rights and obligations under the agreement. For lenders, that means making sure security interests are properly created, documented, and perfected so the collateral is actually available when it’s needed. For borrowers, it means understanding exactly what has been pledged and what the consequences are if the obligation isn’t met.
When secured transaction disputes arise, we bring the same depth of preparation to litigation that we bring to the transactional work, having seen enough of these disputes to know where the vulnerabilities are before they become problems.
Loan Documentation & Workout Agreements
What is it?
Whether you’re closing a loan or working through a troubled one, the documentation governs everything. Poorly drafted loan documents create risk on both sides of the transaction, and that risk has a way of surfacing at the worst possible time. Ambiguous default provisions, poorly defined covenants, and unclear remedies don’t seem like problems when a loan is performing. They become significant when they aren’t.
Workout agreements present their own set of challenges. Restructuring a troubled loan requires balancing the lender’s need for protection with the borrower’s need for breathing room, and the documentation has to reflect that balance precisely. A workout agreement that isn’t carefully drafted can inadvertently waive rights the lender needs or impose obligations the borrower can’t actually meet.
How we can help:
We draft, review, and negotiate loan documentation and workout agreements for lenders and borrowers, making sure the terms are clear, the obligations are understood, and the exposure on both sides is accounted for. We don’t just review documents for obvious issues. We read them the way the other side will read them if the relationship breaks down, looking for the provisions that seem straightforward now but could create significant problems later.
When a loan goes sideways and a workout becomes necessary, we help clients navigate the restructuring process with a clear understanding of their rights, their options, and the realistic outcomes of each path forward.
Private Lending & Family Office Structures
What is it?
Private lenders and family offices operate differently from traditional financial institutions, and their legal structures need to reflect that. A family office deploying capital across a portfolio of private loans has different governance needs, different regulatory considerations, and different risk management priorities than a bank or a commercial lender. The frameworks that work for institutional lenders are often poorly suited to the way private lenders and family offices actually operate.
Getting the structure right matters because the consequences of getting it wrong extend beyond any individual transaction. Regulatory missteps, inadequate documentation, and poorly designed governance structures can create liability that reaches well beyond the loans themselves.
How we can help:
We work with private lenders and family offices to build the legal frameworks that support their lending activities, protect their capital, and keep their operations compliant with applicable law. That means helping clients think through entity structure, governance, loan documentation standards, and the regulatory considerations that apply to their specific activities before problems arise rather than after.
For family offices in particular, we bring an understanding of the intersection between the investment activities and the broader family governance and estate planning considerations that often shape how these structures need to be designed. The goal is a framework that works for the lending activity today and holds up as the portfolio and the family’s needs evolve over time.