Delaware Harmonizes Alternative Entity Series and UCC Article 9.

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Date: Fall 2021
From: Business Lawyer(Vol. 76, Issue 4)
Publisher: American Bar Association
Document Type: Article
Length: 6,673 words
Lexile Measure: 1970L

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Abstract :

Delaware statutory trusts, limited liability companies, and limited partnerships can form separate series of assets that, if certain statutory requirements are met, cannot be reached by creditors of the entity as a whole or of any other series. Recently, many practitioners and commentators have been concerned that such series may not be among the entities falling under the UCC's definition of "person" and thus may fall outside the realm of potential "debtors" for purposes of Article 9 of the UCC. This article reviews the series provisions in the acts governing Delaware statutory trusts, limited liability companies, and limited partnerships, and provides a framework for analyzing questions regarding the perfection of security interests in the assets of a series.

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Gale Document Number: GALE|A681135802