Business / Commercial Transactions

1. Personal Property Secured Loans
2. Purchase/Sale of Business
3. Commercial Contracts
4. Sale of Goods
5. Personal Property Leasing/Licensing
6. Loan Workouts/Settlements
7. Finance
8. Mixed Collateral Loans
9. UCC Article 9 Analysis

Personal Property Secured Loans

The firm’s traditional bread and butter is its expertise in secured transactions under the Uniform Commercial Code.  We are experienced structuring secured loans and creating and perfecting enforceable, first priority security interests, from drafting the documents through negotiation and closing.  We are also experts is analyzing security interest priority disputes, purchase money priority , blanket lien  priority, and related issues. We often represent finance companies, banks, and leasing companies, sellers in equipment finance, inventory finance, floor plan finance, seller finance and related transactions.

Purchase/Sale of Business

We have represented both buyers and sellers in many sale of business transactions.  We are experienced in handling the transaction from negotiations to letter of intent, purchase agreement, due diligence and closing.  We understand how to structure the transaction as either a sale of assets,  sale of stock or sale of interest, and often coordinate the structure of the transaction with the client’s CPA or other tax professional to understand and consider the important tax consequence of the transaction.  

Commercial Contracts

We have negotiated and drafted many commercial contracts of all types for our ongoing business clients, from the routine to the highly creative transaction.  We listen to our clients and understand their objectives during negotiations and drafting.  We are detailed drafters and understand the importance of thoroughness and avoiding ambiguity.  We are also sensitive to the bargaining power of the parties and time sensitive nature of certain transactions.

Sale of Goods

The sale of goods under the Uniform Commercial Code often results in unintended consequences for businesses that have not developed proper documentation such credit applications, purchase orders, invoices and the like.  We  are experienced in counseling our business clients throughout the sale transaction and creating enforceable terms and conditions in their documentation for ongoing use in their day to day sale transactions as well as custom transactions that may arise.

Personal Property Leasing/Licensing

We understand the nuances of equipment leasing and licensing transactions and the legal ramifications of a lease or license versus a loan or sale transaction from both the lessor and the lessee prospective.   Often times these issues arise in the bankruptcy context or in lien priority disputes with significant ramifications depending on the structure of the transaction as a lease versus a loan.   We are experienced in structuring and analyzing lease transactions from both the lessor and the  lessee perspective.

Loan Workouts/Settlements

We often represent finance companies and lenders in loan workout, forbearance agreement, and settlement situations.  We have the  experience to understand the issues to address in a loan workout situation to protect our client’s interest.  Our handling of workouts, forbearance agreements and settlements, including negotiation through documentation,  increased tremendously during the Great Recession, and resulted in satisfactory resolution of many problem loans for our clients.  We  have also represented debtors in commercial  loan workout and settlement matters.


We are experienced in counseling our clients through the  negotiation and documentation of secured and unsecured commercial loans, from both the lender and the borrower perspective.  We understand loan documentation terms and conditions and the various documents required in most commercial loan contexts.

Mixed Collateral Loans

Loans secured by both real and personal property in California present complicated issues requiring in-depth knowledge of  California’s unique anti-deficiency statues.  We have experience representing lenders and borrowers regarding mixed collateral loans in the enforcement,  litigation, transactional and bankruptcy context, and the expertise to get it right.

UCC Article 9 Analysis

The firm’s strength is its expertise and experience in personal property secured transactions under Article 9.  Creation, perfection, and priority of personal property security interests is often time complicated and convoluted.   We have experience representing lenders and borrowers in priority disputes and enforcement issues in the enforcement, litigation, transactional and bankruptcy context, and the expertise to get it right.