Tag Archives: assignment

License Agreements as Collateral – Anti-Assignment Provisions and What to do About Them

In today's post we'll discuss a common issue that comes up in secured deals: anti-assignment restrictions on collateral. Let's start with a basic example: Our company is a licensee of a valuable software license that is integrated into its products that would not work without it. The licensor naturally wanted to control who held the license, so it prohibited any assignment of the license without the licensor's consent. Our company is borrowing money from a bank that wants to take a blanket security interest in all of the company's assets as a condition to the loan.… Continue Reading

And Now, Loan Participations from a UK Perspective

In response to my post yesterday on a recent New York case prohibiting a loan participation without borrower consent, my partner Lucy Newcomb from Reed Smith's London office provides a UK-law perspective on the case. It is interesting to note that there is no such thing as the doctrine of good faith and fair dealing in the UK, so we could expect a similar case to have a different outcome in a UK court.… Continue Reading

Loan Participations – To Consent or Not To Consent?

Here's an easy one for you: How many of you (lenders) think that you should have to get consent from the borrower to sell a participation in a loan? I'll take the safe bet and guess "none" -- since it's such standard practice for lenders to sell participations without borrower consent. Really, you'd be hard pressed to find a credit agreement that said otherwise. With that in mind, let's take a quick look at a recent case from a federal court in New York that said just the opposite.… Continue Reading

Good News for Buyers in the Secondary Market

The New York Court of Appeals has decided that under New York law, buyers of debt in the secondary market can also assert claims related to the loans they purchase. As you might imagine, it's important that lenders who acquire loans know that they will not just be passive holders of the loans, but that they also will be able to take steps to enforce those loans if necessary.… Continue Reading