Podcasts about Uniform Commercial Code

Review Guide: The Contracts Engine Mastering the Hidden Rules of Contract Law: Insights from an Expert CommentaryThis episode unpacks the intricate anatomy of contract law, revealing how private agreements are created, interpreted, and challenged in modern commerce. Whether you're a law student or a professional, the insights provided clarify how the legal system balances certainty, fairness, and practical reality in contractual relationships.Most of us accept that contracts are just about exchanging promises — but in reality, they're a complex legal engine shaping the entire modern economy. What if I told you that the rules we learn in law school only apply to a tiny, outdated fragment of how agreements actually work today? From smartphones secretly scripting your rights on page 27 of dense legalese to supply chains moving faster than courts can keep up, this episode reveals the hidden infrastructure that makes commerce tick.You'll discover the crucial difference between mutual assent and subjective intent, and why the objective theory of contracts is the cornerstone of modern deal-making. We break down the practical significance of consideration—specifically, the legal detriment that fuels valid contracts—using iconic cases like Hammer v. Sidway. Ever wondered what legal rules govern the transition from a casual chat to a binding deal? We explain the triggers that turn a handshake into enforceable law, including the role of consideration and the infamous Peppercorn Theory.We explore the game-changing divide between common law and the Uniform Commercial Code, showing how legal systems adapt when the stakes are high—like shipping microchips on an assembly line or modifying a contract mid-stream without new consideration. Plus, we demystify the double-edged sword of legal defenses—what it means when a contract is void, voidable, or protected by kill switches like the Statute of Frauds or capacity limitations. You'll learn to spot the subtle distinctions that can make or break a case.Finally, we reveal the strategic blueprint used by top lawyers to decode and predict contract disputes—emphasizing the three pillars: assent, consideration, and defenses. Whether you're a law student preparing for exams or a future dealmaker craving a master's perspective, this episode equips you with the clarity and frameworks to see beyond the dense legal jungle. Understand how private parties create their own laws—and how, with this knowledge, you can anticipate, navigate, or even shape the future of commerce. Hit play and see contracts in a new light—because understanding their hidden machinery is your key to mastering the legal code of human exchange.Main Topics:The life cycle of a contract: formation, interpretation, breach, and remediesLegal doctrines and standards: offer, acceptance, consideration, and the governing law (UCC vs. common law)Defense mechanisms: kill switches such as the Statute of Frauds, capacity, and unconscionabilityTheoretical frameworks: efficient breach, expectation damages, and the dual performance hypothesisInterpretation disputes: the four corners rule versus contextual evidence and the parole evidence rule

Review Guide: The Performance Engine Mastering Contract Performance: Key Principles and PitfallsMost contract disputes come down to a single moment: performance. But what if you're called to perform and the universe throws a curveball? Or your partner might just decide it's no longer worth it? If you've ever wondered how courts decide whether a party can delay, excuse, or even avoid performance altogether, this episode unpacks the mechanics behind the performance engine.Imagine a 1615 case where a man keeps a cow but still sues to get paid—an ancient absurdity that hints at the deeper truths of contractual obligations. Here, we explore how the law's historic obsession with literal promises gives way to nuanced doctrines like conditions, standards of performance, breach, and excuse. You'll learn how “conditions” act as legal “if-then” triggers for duties—whether they happen before, at the same time, or after performance. We break down the critical differences between express and implied conditions, illustrating why courts enforce express clauses strictly, while implied conditions fill the gaps with fairness.Then, we dive into the two main regimes—common law and the Uniform Commercial Code—that shape what quality of performance you need to meet. Under common law, substantial performance is enough—think: a few minor errors in a house build that still get the job done. In contrast, the UCC's perfect tender rule demands exact conformance, but with powerful safety valves like the right to cure and installment contracts. You'll discover why understanding these standards can prevent costly missteps in both law school exams and real-world negotiations.But the real magic unfolds when breaches happen. Not all breaches are created equal—minor deviations often just mean damages, while material breaches can blow up entire deals. We unpack five key factors—deprivation, forfeiture, opportunity to cure, good faith—to identify when a breach crosses into “material.” Crucially, we highlight the trap where refusing to pay over a tiny defect can turn into a huge liability. Knowing the difference between minor slip-ups and fundamental failures keeps you from shooting yourself in the foot.When unforeseen superstorms hit, the law offers emergency exits: impossibility, impracticality, and frustration of purpose. We explore how a music hall burning down in 1863 set the modern standard of impossibility—no one must be held liable for acts of God. Moving into modern risks, we analyze why only truly extraordinary circumstances—wars, natural disasters, or government bans—excuse performance, while general cost hikes or lost profits do not. We also discuss how courts narrowly apply doctrines like impracticality, emphasizing that risk-shifting clauses or simple economic hardship won't get you out of a bad deal.A particularly tricky area is “frustration of purpose,” where a supervening event renders the entire reason for the contract impossible or pointless—think renting a balcony to watch a parade that gets canceled. We examine the precise limits of this doctrine, warning against overuse in exam scenarios or business plans. Only when both parties understand and mutually rely on a specific purpose, and that purpose is wiped out unexpectedly, can performance be excused.Finally, we layer all insights into a straightforward, step-by-step exam checklist that you can carry into the test or the boardroom. From identifying conditions, choosing the right performance standards, analyzing breach severity, to spotting legal excuses—this framework distills decades of legal doctrine into an actionable tool. We emphasize that strict rule enforcement isn't about harshness but about fairness—ensuring both sides uphold their promises or properly excuse non-performance.This episode pushes beyond theory, asking: when does the law intervene to soften the strict rules in pursuit of justice? As courts historically developed doctrines like constructive conditions, right to cu

David Waldman wishes everyone a good Friday. Donald K. Trump fired Pam Bondi, surprising no one but Pam, who begged like a dog for mercy, in vain. Donald tacos only to stop his own tears. Was it Epstein? Not enough enemies locked up? Maybe Trump just couldn't take the smell of her nose anymore... he did have to switch seats when she sat too close. Bondi is no doubt relieved that she doesn't have to take orders from the Chip Roys of the world. By the way, Todd Blanche will be worse. Bondi's is not the only regime being changed. Pete Hic-seth is taking advantage of all the downtime to eliminate any vestiges of leadership lingering in the armed forces. Pete's problem is that these guys can fire back. Kash Patel would be an obvious choice to stick in your Kalshi, but Tulsi Gabbard might be gaining on him. Trump will cram in some more tariffs while he still can. The House punts on Homeland Security funding, as they have tended to do. Trump's other killing field, Iran, doesn't worry the stock market as much, because the kickbacks are still great at the moment. In two weeks however expect some big changes… like American casualties, war crimes and another regime change or two to shake things up. Colorado appeals court ordered a redo of violent criminal Tina Peter's sentence but upheld her convictions. It's time for Democrats to become arrayed in uniting states with model laws, such as the Uniform Commercial Code, for instance.

In this episode of The Consumer Finance Podcast, Chris Willis is joined by Troutman Pepper Locke Partners Heryka Knoespel and Mary Zinsner for a year-in-review and look-ahead tour through the sometimes wild world of UCC and banking litigation. From check cashers and sovereign citizens to elder financial exploitation, the panel unpacks the major trends banks faced in 2025, including a steady stream of retail deposit disputes and increasingly inventive plaintiff theories to recover funds — often running headlong into the UCC's traditional allocation of risk. Against this backdrop, they discuss where courts have drawn (and redrawn) the yellow brick road, largely reaffirming core UCC principles and delivering significant wins for financial institutions. Looking ahead to 2026, the panel explores how rapidly evolving scams — many powered by AI — will continue to test banks' defenses, why plaintiffs' attorneys may find that the UCC "gets them… and their little dogs, too," and how institutions can rely on the predictability of the UCC's allocation of risk and safe harbors to recognize and respond to emerging litigation patterns. Hosted by Simplecast, an AdsWizz company. See pcm.adswizz.com for information about our collection and use of personal data for advertising.

This conversation delves into the intricacies of secured transactions under Article 9 of the Uniform Commercial Code. It emphasizes the importance of understanding the framework, classification of collateral, and the critical steps of attachment and perfection. The discussion highlights the functional approach of Article 9, the policy rationales behind it, and the implications of misclassifying collateral or failing to perfect a security interest, especially in the context of bankruptcy.TakeawaysArticle 9 is the backbone of commercial finance.Understanding secured transactions is crucial for legal practitioners.The five-step analytical framework is essential for analyzing secured transactions.Substance over labels is a core principle of Article 9.Classification of collateral is vital for determining rights and priorities.Attachment and perfection are key concepts in secured transactions.Filing a UCC-1 is necessary for perfecting a security interest.Bankruptcy law intersects with Article 9, impacting creditor rights.Misclassification can lead to significant financial losses.Mastering Article 9 requires a thorough understanding of its definitions and processes.secured transactions, Article 9, Uniform Commercial Code, collateral classification, perfection, bankruptcy, legal framework, commercial finance, creditor rights, legal education

New Article 12 of the New York Uniform Commercial Code Edwin E. Smith, Senior Consultant at Morgan, Lewis & Bockius LLP, joins host Patrick Dolan to review New York's new Article 12 of the Uniform Commercial Code. Edwin covers how Article 12 sets the rules for handling digital assets, highlights the differences between cryptocurrencies and government‑backed digital money, and explains the key terminology and transition rules introduced by Article 12.

The New York Emerging Technologies Amendments to the New York Uniform Commercial Code are the result of a multi-year collaboration between the City Bar (led by the City Bar Presidential Task Force on Artificial Intelligence) and the Uniform Law Commission, including the New York State delegation to the Uniform Law Commission. This significant legislation modernizes the New York UCC to address advances in technology and digital assets, ensuring that New York remains the preferred jurisdiction for innovations in commerce and finance. In this episode, Task Force Co-Chair Jerome Walker sits down with City Bar stakeholders – including the City Bar Director of Advocacy (Elizabeth Kocienda) and two Uniform Law Commissioners from the Task Force (Ed Smith and Neil Cohen) – to talk about the years-long advocacy effort behind the passage of this bill, and to unpack the nuts and bolts of the bill's changes to New York's Uniform Commercial Code. Together we're celebrating a victory that preserves New York's leadership in the world of commerce and finance.

In this episode of The Consumer Finance Podcast, Chris Willis is joined by veteran litigators and Troutman Pepper Locke Partners Mary Zinsner and Heryka Knoespel to dissect a groundbreaking Fourth Circuit decision on bank liability in wire transfer fraud cases. The ruling clarifies the actual knowledge standard under the Uniform Commercial Code, rejecting negligence-based liability and safeguarding the speed and efficiency of the banking system. Discover how this decision impacts future litigation and the banking industry's approach to fraud prevention.

This conversation provides a comprehensive overview of Article 9 of the Uniform Commercial Code, focusing on secured transactions. It covers the essential elements of secured transactions, including attachment, perfection, and priority, as well as the enforcement of security interests in the event of debtor default. The discussion also addresses the implications of bankruptcy on secured transactions and the evolving nature of Article 9 in response to digital assets.TakeawaysUnderstanding Article 9 is critical for law students and bar exam candidates.Secured transactions frequently appear on the MEE and state-specific essays.A secured transaction involves a debtor granting a security interest to a creditor.Attachment is the legal foundation for a security interest to be enforceable.Perfection protects a security interest against third parties.The priority of security interests is determined by the first to file or perfect.Debtors have rights during the enforcement process, including redemption.Bankruptcy can significantly impact the rights of secured creditors.PMSIs have special priority rules that can benefit creditors.Article 9 will need to adapt to new forms of collateral in the digital economy.Article 9, Uniform Commercial Code, Secured Transactions, Law School, Bar Exam, Attachment, Perfection, Priority, Bankruptcy, EnforcementArticle 9, Uniform Commercial Code, Secured Transactions, Law School, Bar Exam, Attachment, Perfection, Priority, Bankruptcy, Enforcement

This lecture provides a comprehensive overview of secured transactions under the Uniform Commercial Code, focusing on the nature and creation of security interests, the perfection of those interests, and the rules governing priority among competing claimants. It emphasizes the importance of attachment, perfection, and the rights of debtors in the context of default and enforcement.Key TakeawaysSecured Transactions are heavily tested areas on the bar exam.A secured transaction involves a debtor conveying a security interest to a creditor.Attachment is essential for a security interest to be enforceable.Perfection protects the secured party's rights against third parties.Priority rules determine who prevails in competing claims.A PMSI automatically perfects and has priority over earlier interests.Debtors have rights to redeem their collateral before sale.Self-help repossession must be conducted without breaching the peace.Failure to provide adequate notice can prevent deficiency recovery.Understanding Article 9 is crucial for analyzing priority conflicts.

WARNING: This episode will completely shatter everything you believed about property ownership in America. What if I told you that the stocks, bonds, and securities you think you own... you actually don't own at all? What if decades of quiet legal changes have set the stage for the largest wealth transfer in human history - and most people have NO IDEA it's coming?

This lecture introduces key concepts in Secured Transactions under the Uniform Commercial Code, focusing on perfection and priority. It explains that perfection, achieved through methods like filing, possession, control, or automatic perfection, establishes a secured party's rights against third parties, while attachment merely validates the interest between the debtor and secured party. The lecture then discusses priority rules, primarily the first-to-file-or-perfect principle, and examines exceptions like purchase-money security interests and buyers in the ordinary course of business, emphasizing the importance of timely action for secured parties.To establish the secured party's rights against the claims of third parties.Filing a financing statement, possession of the collateral, control over the collateral, and automatic perfection.The first perfected secured party to either file a financing statement or otherwise perfect its security interest has priority.A PMSI is a security interest taken by the seller or lender to finance the purchase of specific collateral. A perfected PMSI can gain super-priority over earlier interests if specific requirements (like timely filing) are met.The secured party takes physical custody of the collateral. It is typically used for tangible chattel paper, negotiable instruments, and certificated securities.Debtor's name, secured party's name, and an indication of the collateral.For a purchase-money security interest (PMSI) in consumer goods.They take the goods free of the security interest, even if it is perfected.It emphasized that errors in the debtor's name on a financing statement can render the filing ineffective if the errors are seriously misleading.It lapses and becomes unperfected. Its effectiveness can be extended by filing a continuation statement within six months prior to the five-year expiration.

This lecture introduces key concepts in Secured Transactions under the Uniform Commercial Code, focusing on perfection and priority. It explains that perfection, achieved through methods like filing, possession, control, or automatic perfection, establishes a secured party's rights against third parties, while attachment merely validates the interest between the debtor and secured party. The lecture then discusses priority rules, primarily the first-to-file-or-perfect principle, and examines exceptions like purchase-money security interests and buyers in the ordinary course of business, emphasizing the importance of timely action for secured parties.To establish the secured party's rights against the claims of third parties.Filing a financing statement, possession of the collateral, control over the collateral, and automatic perfection.The first perfected secured party to either file a financing statement or otherwise perfect its security interest has priority.A PMSI is a security interest taken by the seller or lender to finance the purchase of specific collateral. A perfected PMSI can gain super-priority over earlier interests if specific requirements (like timely filing) are met.The secured party takes physical custody of the collateral. It is typically used for tangible chattel paper, negotiable instruments, and certificated securities.Debtor's name, secured party's name, and an indication of the collateral.For a purchase-money security interest (PMSI) in consumer goods.They take the goods free of the security interest, even if it is perfected.It emphasized that errors in the debtor's name on a financing statement can render the filing ineffective if the errors are seriously misleading.It lapses and becomes unperfected. Its effectiveness can be extended by filing a continuation statement within six months prior to the five-year expiration.

Lecture One focuses on the foundation of secured transactions under Article 9 of the Uniform Commercial Code, exploring what a security interest is and how it is created. A secured transaction is a credit arrangement where the debtor provides collateral to secure repayment of a loan or performance of an obligation. The security interest gives the secured party an enforceable property right in the collateral, setting them apart from unsecured creditors.To create a valid and enforceable security interest, three essential elements must be met under U.C.C. Section one dash two zero one, b, thirty-five and Section nine dash two zero three. First, the secured party must give value, which can include loans, extensions of credit, or other forms of consideration. Second, the debtor must have rights in the collateral or the ability to transfer rights. Third, there must be a security agreement that meets the statute of frauds, which typically requires an authenticated record describing the collateral, or, alternatively, possession or control by the secured party.Collateral types are broadly categorized as goods (consumer goods, inventory, equipment, or farm products), instruments, accounts, chattel paper, deposit accounts, investment property, and general intangibles. The agreement may also cover after-acquired property and future advances, provided these are explicitly stated. Additionally, the security interest extends to identifiable proceeds from the collateral's sale or transfer.The lecture also emphasizes common pitfalls, such as vague collateral descriptions and unauthorized security grants, and reviews key cases like In re Bollinger Corp., which highlights the need for precision. Understanding these foundational concepts is essential for grasping later topics like perfection, priority, and enforcement.Key TakeawaysA security interest gives a creditor enforceable rights in collateral.Attachment requires value, debtor rights, and a valid security agreement.Collateral can include both tangible and intangible assets.After-acquired property and future advances can be secured if specified.Security interests extend to identifiable proceeds.Precision in describing collateral is critical.Article 9 focuses on personal property, not real estate.

The later seventies were a time of change and promise.  Those that survived the contrived archaic revival of the 60s began an exploration of Medicine grounded in Natural Law, while others took advantage of entrepreneurial opportunities still available prior to the box-store invasion.  A populace ever vigilant against Corporate greed and war for profit also fostered an authentic "environmentalism" that would be usurped under the guise of "global warming" decades in the future. The spirit of the times inspired, yet again, a much smaller band of intrepid individuals who endeavored to reveal the roots of the larger societal concerns.  These were the iconic pioneers of the so-called "sovereignty" movement, and less-favorably misnomered by those who would dissuade such activity.  Dr. Lando was intimately involved within these early circles, as the veiled machinations of U.S. INC functioning as a proxy for the International Banking Cabal were first exposed.  Pre-internet, research was conducted in law libraries, accessing court documents and diving deep into Federal Reserve publications and the Uniform Commercial Code.  "En vivo" trial and error proved or disproved working theories, and it came at great risk, as many lost their freedom & financial well-being, and some their very lives. These are the origins of the modern-day "Sovereigns" , and the present generation is privy to the many refinements that have come since. Now more than ever, it is important to be grounded in the foundational principles that began this awareness, and avoid the pitfalls of the growing trend to emphasize process over substance. On this Alfacast, we are honored to host Clint Richardson, the author and producer of "THE UNITED STATES OF AMERICA, INC. The Corporation Nation", who has perhaps researched the substantive basis of how we as a "free people" willingly traded "rights for privileges".  Clint will lead us on an eye-opening journey through the fictional landscape of corporatized government and citizenship, the introduction of "dog latin" into society and how they cook the books in every publicized budget from municipal to federal as revealed in CAFR. While we've hosted a good number of prominent teachers with specialties in Equity, Land Patents and other formalized clarifications, Clint Richardson's work is seminal to the many process-oriented seminars presently available, so take advantage of Clint's encyclopedic knowledge on this very special episode and add your comments and questions on the livestream chat. Show links: https://www.privateunderground.club/ Learn The True Nature Of Dis-Ease & How Our Bodies Actually Work: https://alfavedic.com/themyth/ Join Our Private Community And Join In The Discussion: https://alfavedic.com/join-us/ Follow our new YT channel: / @offgridelegance Start healing yourself and loved ones with ozone! https://alfavedic.com/ozone Get our favorite blue blocker glasses! https://alfavedic.com/raoptics Learn how to express your law and uphold your rights as one of mankind. https://alfavedic.com/lawformankind Alfa Vedic is an off-grid agriculture & health co-op focused on developing products, media & educational platforms for the betterment of our world. By using advanced scientific methods, cutting-edge technologies and tools derived from the knowledge of the world's greatest minds, the AV community aims to be a model for the future we all want to see. Our comprehensive line of health products and nutrition is available on our website. Most products are hand mixed and formulated right on our off grid farm including our Immortality Teas which we grow on site. Find them all at https://alfavedic.com​​​​​​​​​​​​​​ Follow Alfa Vedic: https://linktr.ee/alfavedic Follow Mike Winner: https://linktr.ee/djmikewinner

This lecture provides a foundational overview of contract formation, outlining the essential elements required for a legally binding agreement. It explains that a contract necessitates mutual assent, typically through offer and acceptance, along with consideration, representing the bargained-for exchange. The discussion also covers the importance of legal capacity and lawful purpose, while further detailing various defenses that can prevent contract enforcement, such as fraud, duress, and the Statute of Frauds. Ultimately, the lecture establishes the fundamental principles that determine whether a valid contract exists under both common law and the Uniform Commercial Code.

Is your 401(k) secretly being used as collateral for risky financial bets you never agreed to? What if the wealth you think you own isn't legally yours anymore? In today's jaw-dropping episode of The Brian Nichols Show, we uncover one of the biggest financial frauds you've never heard of—until now. If you've ever invested in the stock market or plan to, this is a must-watch that might change how you view your money forever. Studio Sponsor: Cardio Miracle - "Unlock the secret to a healthier heart, increased energy levels, and transform your cardiovascular fitness like never before.": https://www.briannicholsshow.com/heart Filmmaker and economic investigator James Patrick joins Brian to break down what he calls “The Great Taking”—a decades-long financial sleight of hand involving the dematerialization of securities, the manipulation of the Uniform Commercial Code, and the mass collateralization of YOUR stocks, bonds, and retirement accounts. If your financial future feels like a casino game, it's because the house has been rigged all along… and you're not the house. From the 1970s pooling of stocks into centralized trusts to the 1990s legal revisions that stripped individual ownership rights, this episode exposes how the world's largest banks turned your investments into their high-stakes poker chips. And the kicker? They're betting with your assets—up to 20 times over. This isn't conspiracy theory; it's written in black-and-white financial law and confirmed by industry insiders. But it's not just doom and gloom. James shares how people are fighting back, including legislative efforts in Tennessee and South Dakota to fix this quietly baked-in financial corruption. We reveal what everyday investors can do—today—to protect themselves and put pressure on their local legislators before the next collapse wipes them out. If you've ever felt like something about the financial system just doesn't add up, this is the episode that will finally connect the dots. Don't wait until it's too late—watch now, share with your network, and take the first step toward taking your financial power back. ❤️ Order Cardio Miracle (https://www.briannicholsshow.com/heart) with code TBNS at checkout for 15% off and take a step towards better heart health and overall well-being!

Contract Law Fundamentals – Formation, Enforceability, and PerformanceThis lecture provides a comprehensive overview of contract law, a core subject in both law school and bar exam preparation. It examines how legally enforceable agreements are formed, what makes them valid or voidable, how obligations are performed or breached, and what remedies are available.FormationContract formation requires:Offer: A clear and definite promise showing willingness to enter into an agreement.Acceptance: Unequivocal assent to the terms of the offer, typically governed by the mirror image rule in common law and more flexibly under the Uniform Commercial Code.Consideration: A bargained-for exchange of value between the parties.Mutual Assent: Both parties must agree to the same terms under the objective theory of contract.Capacity and Legality: Parties must have the legal ability to contract, and the subject matter must be lawful.Defenses to FormationEven where the above elements are present, certain defenses may render a contract unenforceable:Misrepresentation (fraudulent or innocent)Duress and Undue InfluenceMistake (mutual or unilateral)UnconscionabilityLack of genuine assentThe Statute of Frauds requires certain contracts—like those involving real estate, suretyship, or long-term performance—to be in writing and signed.Performance and BreachUnder common law, parties must substantially perform their obligations unless there is a material breach.Under the UCC, the perfect tender rule applies, allowing buyers to reject goods that do not conform exactly to the contract.RemediesWhen breach occurs, the law aims to protect the expectation interest:Compensatory damages to put the non-breaching party in the position they expected.Consequential damages for foreseeable losses stemming from the breach.Liquidated damages if contractually specified and reasonable.Specific performance as an equitable remedy when monetary damages are inadequate.Restitution to prevent unjust enrichment.Third-Party RightsIntended beneficiaries may enforce contracts made for their benefit.Assignments and delegations allow parties to transfer rights and duties, with some limitations.A novation can relieve the original party of liability if the obligee agrees to substitute a new obligor.Policy ConsiderationsContract law balances freedom of contract with fairness, predictability, and market efficiency. The law adapts through judicial doctrines, statutory frameworks like the UCC, and evolving commercial practices, especially in digital transactions and standard form contracts.

“The banking lobby is a bully, and they threaten people,” says David Webb, author of The Great Taking book and documentary. In this exclusive interview with Daniela Cambone, Webb shares a challenging update on the ongoing legal battle to change Article 8 of the Uniform Commercial Code. Questions on Protecting Your Wealth with Gold & Silver? Schedule a Strategy Call Here ➡️ https://calendly.com/itmtrading/podcastor Call 866-349-3310

1UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF TEXASHOUSTON DIVISIONIn re:INTRUM AB, et al.,1Debtors.Chapter 11Case No. 24-90575 (CML)(Jointly Administered)NOTICE OF APPEALPursuant to 28 U.S.C. § 158(a) and Federal Rules of Bankruptcy Procedure 8002 and 8003,notice is hereby given that the Ad Hoc Committee of holders of 2025 notes issued by Intrum AB(the “AHC”) hereby appeals to the United States District Court for the Southern District of Texasfrom (i) the Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262) (the “Motion to Dismiss Order”) and (ii) theOrder (I) Approving Disclosure Statement and (II) Confirming Joint Prepackaged Chapter 11Plan of Intrum AB and Its Affiliated Debtor (Further Technical Modifications) (ECF No. 263) (the“Confirmation Order”). A copy of the Motion to Dismiss Order is attached as Exhibit A and acopy of the Confirmation Order is attached as Exhibit B. Additionally, the transcript of theBankruptcy Court's oral ruling accompanying the Motion to Dismiss Order and ConfirmationOrder (ECF No. 275) is attached as Exhibit C.Below are the names of all parties to this appeal and their respective counsel:1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors'service address in these Chapter 11 Cases is 801 Travis Street, Ste 2101, #1312, Houston, TX 77002.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 1 of 62I. APPELLANTA. Name of Appellant:The members of the AHC include:Boundary Creek Master Fund LP; CF INT Holdings Designated Activity Company; CaiusCapital Master Fund; Diameter Master Fund LP; Diameter Dislocation Master Fund II LP; FirTree Credit Opportunity Master Fund, LP; MAP 204 Segregated Portfolio, a segregated portfolioof LMA SPC; Star V Partners LLC; and TQ Master Fund LP.Attorneys for the AHC:QUINN EMANUEL URQUHART & SULLIVAN, LLPChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comB. Positions of appellant in the adversary proceeding or bankruptcy case that isthe subject of this appeal:CreditorsCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 2 of 63II. THE SUBJECT OF THIS APPEALA. Judgment, order, or decree appealed from:The Order Denying Motion of the Ad Hoc Committee of Holders of Intrum AB Notes Due2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. § 1112(b) and Federal Rule ofBankruptcy Procedure 1017(f)(1) (ECF No. 262); the Order (I) Approving Disclosure Statementand (II) Confirming Joint Prepackaged Chapter 11 Plan of Intrum AB and Its Affiliated Debtor(Further Technical Modifications) (ECF No. 263); and the December 31, 2024 Transcript of OralRuling Before the Honorable Christopher M. Lopez United States Bankruptcy Court Judge (ECFNo. 275).B. The date on which the judgment, order, or decree was entered:The Motion to Dismiss Order and the Confirmation Order were entered on December 31,2024. The Court issued its oral ruling accompanying the Motion to Dismiss Order and theConfirmation Order on December 31, 2024.III. OTHER PARTIES TO THIS APPEALIntrum AB and Intrum AB of Texas LLCMILBANK LLPDennis F. Dunne (admitted pro hac vice)Jaimie Fedell (admitted pro hac vice)55 Hudson YardsNew York, NY 10001Telephone: (212) 530-5000Facsimile: (212) 530-5219Email: ddunne@milbank.comjfedell@milbank.com–and–Andrew M. Leblanc (admitted pro hac vice)Melanie Westover Yanez (admitted pro hac vice)1850 K Street, NW, Suite 1100Washington, DC 20006Telephone: (202) 835-7500Facsimile: (202) 263-7586Email: aleblanc@milbank.commwyanez@milbank.com–and–PORTER HEDGES LLPJohn F. Higgins (SBN 09597500)Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 3 of 64Eric D. Wade (SBN 00794802)M. Shane Johnson (SBN 24083263)1000 Main Street, 36th FloorHouston TX 77002Telephone: (713) 226-6000Facsimile: (713) 226-6248Email: jhiggins@porterhedges.comewade@porterhedges.comsjohnson@porterhedges.comIV. OTHER PARTIES THAT MAY HAVE AN INTEREST IN THIS APPEALThe following chart lists certain parties that are not parties to this appeal, but that may havean interest in the outcome of the case. These parties should be served with notice of this appealby the Debtors who are aware of their identities and best positioned to provide notice.All Other Creditors of the Debtors, Including, But Not Limited To:• Certain funds and accounts managed by BlackRock Investment Management (UK)Limited or its affiliates;• Capital Four;• Davidson Kempner European Partners, LLP;• Intermediate Capital Managers Limited;• Mandatum Asset Management Ltd;• H.I.G. Capital, LLC;• Spiltan Hograntefond; Spiltan Rantefond Sverige; and Spiltan Aktiefond Stabil;• The RCF SteerCo Group;• Swedbank AB (publ).Any Holder of Stock of the Debtors• Any holder of stock of the Debtors, including their successors and assigns.Case 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 4 of 65Respectfully submitted this 13th day of January, 2025.QUINN EMANUEL URQUHART &SULLIVAN, LLP/s/ Christopher D. PorterChristopher D. Porter (SBN 24070437)Joanna D. Caytas (SBN 24127230)Melanie A. Guzman (SBN 24117175)Cameron M. Kelly (SBN 24120936)700 Louisiana Street, Suite 3900Houston, TX 77002Telephone: (713) 221-7000Facsimile: (713) 221-7100Email: chrisporter@quinnemanuel.comjoannacaytas@quinnemanuel.commelanieguzman@quinnemanuel.comcameronkelly@quinnemanuel.com-and-Benjamin I. Finestone (admitted pro hac vice)Sascha N. Rand (admitted pro hac vice)Katherine A. Scherling (admitted pro hac vice)295 5th AvenueNew York, New York 10016Telephone: (212) 849-7000Facsimile: (212) 849-7100Email: benjaminfinestone@quinnemanuel.comsascharand@quinnemanuel.comkatescherling@quinnemanuel.comCOUNSEL FOR THE AD HOC COMMITTEE OFINTRUM AB 2025 NOTEHOLDERSCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 5 of 6CERTIFICATE OF SERVICEI, Christopher D. Porter, hereby certify that on the 13th day of January, 2025, a copy ofthe foregoing document has been served via the Electronic Case Filing System for the UnitedStates Bankruptcy Court for the Southern District of Texas./s/ Christopher D. PorterBy: Christopher D. PorterCase 24-90575 Document 296 Filed in TXSB on 01/13/25 Page 6 of 6EXHIBIT ACase 24-90575 Document 296-1 Filed in TXSB on 01/13/25 Page 1 of 31IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB, et al.,1 ) Case No. 24-90575 (CML)))Jointly AdministeredDebtors. ))ORDER DENYING MOTION OF THE AD HOCCOMMITTEE OF HOLDERS OF INTRUM AB NOTES DUE 2025TO DISMISS CHAPTER 11 CASES PURSUANT TO 11 U.S.C. § 1112(B) ANDFEDERAL RULE OF BANKRUPTCY PROCEDURE 1017(F)(1)(Related to Docket No. 27)This matter, having come before the Court upon the Motion of the Ad Hoc Committee ofHolders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11 U.S.C. §1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) [Docket No. 27] (the “Motion toDismiss”); and this Court having considered the Debtors' Objection to the Motion of the Ad HocCommittee of Holders of Intrum AB Notes Due 2025 to Dismiss Chapter 11 Cases Pursuant to 11U.S.C. § 1112(b) and Federal Rule of Bankruptcy Procedure 1017(f)(1) (the “Objection”) andany other responses or objections to the Motion to Dismiss; and this Court having jurisdiction overthis matter pursuant to 28 U.S.C. § 1334 and the Amended Standing Order; and this Court havingfound that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having foundthat it may enter a final order consistent with Article III of the United States Constitution; and thisCourt having found that the relief requested in the Objection is in the best interests of the Debtors'1 The Debtors in these Chapter 11 Cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these Chapter 11 Cases is 801 Travis Street, STE 2101, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f2 32estates; and this Court having found that the Debtors' notice of the Objection and opportunity fora hearing on the Motion to Dismiss and Objection were appropriate and no other notice need beprovided; and this Court having reviewed the Motion to Dismiss and Objection and havingheard the statements in support of the relief requested therein at a hearing before this Court; andthis Court having determined that the legal and factual bases set forth in the Objectionestablish just cause for the relief granted herein; and upon all of the proceedings had beforethis Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBYORDERED THAT:1. The Motion to Dismiss is Denied for the reasons stated at the December 31, 2024 hearing.2. This Court retains exclusive jurisdiction and exclusive venue with respect to allmatters arising from or related to the implementation, interpretation, and enforcement of this Order.DAeucegmubste 0r 23,1 2, 0210294CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29662-1 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f2 3EXHIBIT BCase 24-90575 Document 296-2 Filed in TXSB on 01/13/25 Page 1 of 135IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF TEXASHOUSTON DIVISION)In re: ) Chapter 11)Intrum AB et al.,1 ) Case No. 24-90575 (CML)))(Jointly Administered)Debtors. ))ORDER (I) APPROVINGDISCLOSURE STATEMENT AND(II) CONFIRMING JOINT PREPACKAGED CHAPTER 11PLAN OF INTRUM AB AND ITS AFFILIATEDDEBTOR (FURTHER TECHNICAL MODIFICATIONS)The above-captioned debtors and debtors in possession (collectively, the“Debtors”), having:a. entered into that certain Lock-Up Agreement, dated as of July 10, 2024 (asamended and restated on August 15, 2024, and as further modified,supplemented, or otherwise amended from time to time in accordance with itsterms, the “the Lock-Up Agreement”) and that certain Backstop Agreement,dated as of July 10, 2024, (as amended and restated on November 15, 2024 andas further modified, supplemented, or otherwise amended from time to time inaccordance with its terms), setting out the terms of the backstop commitmentsprovided by the Backstop Providers to backstop the entirety of the issuance ofNew Money Notes (as may be further amended, restated, amended and restated,modified or supplemented from time to time in accordance with the termsthereof, the “Backstop Agreement”) which set forth the terms of a consensualfinancial restructuring of the Debtors;b. commenced, on October 17, 2024, a prepetition solicitation (the “Solicitation”)of votes on the Joint Prepackaged Chapter 11 Plan of Reorganization of IntrumAB and its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (asthe same may be further amended, modified and supplemented from time totime, the “Plan”), by causing the transmittal, through their solicitation andballoting agent, Kroll Restructuring Administration LLC (“Kroll”), to theholders of Claims entitled to vote on the Plan of, among other things: (i) the1 The Debtors in these chapter 11 cases are Intrum AB and Intrum AB of Texas LLC. The Debtors' serviceaddress in these chapter 11 cases is 801 Travis Street, STE 2102, #1312, Houston, TX 77002.United States Bankruptcy CourtSouthern District of TexasENTEREDDecember 31, 2024Nathan Ochsner, ClerkCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 2 o of f1 133452Plan, (ii) the Disclosure Statement for Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate (as the same may befurther amended, modified and supplemented from time to time, the“Disclosure Statement”), and (iii) the Ballots and Master Ballot to vote on thePlan (the “Ballots”), (iv) the Affidavit of Service of Solicitation Materials[Docket No. 7];c. commenced on November 15, 2024 (the “Petition Date”), these chapter 11 cases(these “Chapter 11 Cases”) by filing voluntary petitions in the United StatesBankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”or the “Court”) for relief under chapter 11 of title 11 of the United States Code(the “Bankruptcy Code”);d. Filed on November 15, 2024, the Affidavit of Service of Solicitation Materials[Docket No. 7] (the “Solicitation Affidavit”);e. Filed, on November 16, 2024 the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Technical Modifications) [Docket No. 16] and theDisclosure Statement for Joint Prepackaged Chapter 11 Plan of Intrum AB andits Debtor Affiliate [Docket No. 17];f. Filed on November 16, 2024, the Declaration of Andrés Rubio in Support of ofthe Debtors' Chapter 11 Petitions and First Day Motions [Docket No. 14] (the“First Day Declaration”);g. Filed on November 17, 2024, the Declaration of Alex Orchowski of KrollRestructuring Administration LLC Regarding the Solicitation of Votes andTabulation of Ballots Case on the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code [Docket No. 18] (the “Voting Declaration,” andtogether with the Plan, the Disclosure Statement, the Ballots, and theSolicitation Affidavit, the “Solicitation Materials”);h. obtained, on November 19, 2024, the Order(I) Scheduling a Combined Hearingon (A) Adequacy of the Disclosure Statement and (B) Confirmation of the Plan,(II) Approving Solicitation Procedures and Form and Manner of Notice ofCommencement, Combined Hearing, and Objection Deadline, (III) FixingDeadline to Object to Disclosure Statement and Plan, (IV) Conditionally (A)Directing the United States Trustee Not to Convene Section 341 Meeting ofCreditors and (B) Waiving Requirement to File Statements of Financial Affairsand Schedules of Assets and Liabilities, and (V) Granting Related Relief[Docket No. 71] (the “Scheduling Order”), which, among other things: (i)approved the prepetition solicitation and voting procedures, including theConfirmation Schedule (as defined therein); (ii) conditionally approved theDisclosure Statement and its use in the Solicitation; and (iii) scheduled theCombined Hearing on December 16, 2024, at 1:00 p.m. (prevailing CentralCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 3 o of f1 133453Time) to consider the final approval of the Disclosure Statement and theconfirmation of the Plan (the “Combined Hearing”);i. served, through Kroll, on November 20, 2025, on all known holders of Claimsand Interests, the U.S. Trustee and certain other parties in interest, the Noticeof: (I) Commencement of Chapter 11 Bankruptcy Cases; (II) Hearing on theDisclosure Statement and Confirmation of the Plan, and (III) Certain ObjectionDeadlines (the “Combined Hearing Notice”) as evidence by the Affidavit ofService [Docket No. 160];j. caused, on November 25 and 27, 2024, the Combined Hearing Notice to bepublished in the New York Times (national and international editions) and theFinancial Times (international edition), as evidenced by the Certificate ofPublication [Docket No. 148];k. Filed and served, on December 10, 2024, the Plan Supplement for the Debtors'Joint Prepackaged Chapter 11 Plan of Reorganization [Docket 165];l. Filed on December 10, 2024, the Declaration of Jeffrey Kopa in Support ofConfirmation of the Joint Prepackaged Plan of Reorganization of Intrum ABand its Debtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code [DocketNo. 155];m. Filed on December 14, 2024, the:i. Debtors' Memorandum of Law in Support of an Order: (I) Approving, on aFinal Basis, Adequacy of the Disclosure Statement; (II) Confirming theJoint Prepackaged Plan of Reorganization; and (III) Granting Related Relief[Docket No. 190] (the “Confirmation Brief”);ii. Declaration of Andrés Rubio in Support of Confirmation of the JointPrepackaged Plan of Reorganization of Intrum AB and its Debtor Affiliate.[Docket No. 189] (the “Confirmation Declaration”); andiii. Joint Prepackaged Chapter 11 Plan of Reorganization of Intrum AB and itsDebtor Affiliate Pursuant to Chapter 11 of the Bankruptcy Code (FurtherTechnical Modifications) [Docket No. 191];n. Filed on December 18, 2024, the Joint Prepackaged Chapter 11 Plan ofReorganization of Intrum AB and its Debtor Affiliate Pursuant to Chapter 11of the Bankruptcy Code (Further Technical Modifications) [Docket No. 223];CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 3 4 o of f1 133454WHEREAS, the Court having, among other things:a. set December 12, 2024, at 4:00 p.m. (prevailing Central Time) as the deadlinefor Filing objection to the adequacy of the Disclosure Statement and/orConfirmation2 of the Plan (the “Objection Deadline”);b. held, on December 16, 2024 at 1:00 p.m. (prevailing Central Time) [andcontinuing through December 17, 2024], the Combined Hearing;c. heard the statements, arguments, and any objections made at the CombinedHearing;d. reviewed the Disclosure Statement, the Plan, the Ballots, the Plan Supplement,the Confirmation Brief, the Confirmation Declaration, the SolicitationAffidavit, and the Voting Declaration;e. overruled (i) any and all objections to approval of the Disclosure Statement, thePlan, and Confirmation, except as otherwise stated or indicated on the record,and (ii) all statements and reservations of rights not consensually resolved orwithdrawn, unless otherwise indicated; andf. reviewed and taken judicial notice of all the papers and pleadings Filed(including any objections, statement, joinders, reservations of rights and otherresponses), all orders entered, and all evidence proffered or adduced and allarguments made at the hearings held before the Court during the pendency ofthese cases;NOW, THEREFORE, it appearing to the Bankruptcy Court that notice of theCombined Hearing and the opportunity for any party in interest to object to the DisclosureStatement and the Plan having been adequate and appropriate as to all parties affected or to beaffected by the Plan and the transactions contemplated thereby, and the legal and factual bases setforth in the documents Filed in support of approval of the Disclosure Statement and Confirmationand other evidence presented at the Combined Hearing establish just cause for the relief grantedherein; and after due deliberation thereon and good cause appearing therefor, the BankruptcyCourt makes and issues the following findings of fact and conclusions of law, and orders for thereasons stated on the record at the December 31, 2024 ruling on plan confirmation;2 Capitalized terms used but not otherwise defined herein have meanings given to them in the Plan and/or theDisclosure Statement. The rules of interpretation set forth in Article I.B of the Plan apply to this CombinedOrder.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 4 5 o of f1 133455I. FINDINGS OF FACT AND CONCLUSIONS OF LAWIT IS HEREBY FOUND AND DETERMINED THAT:A. Findings of Fact and Conclusions of Law.1. The findings and conclusions set forth herein and in the record of theCombined Hearing constitute the Bankruptcy Court's findings of fact and conclusions of law underRule 52 of the Federal Rules of Civil Procedure, as made applicable herein by Bankruptcy Rules7052 and 9014. To the extent any of the following conclusions of law constitute findings of fact,or vice versa, they are adopted as such.B. Jurisdiction, Venue, Core Proceeding.2. This Court has jurisdiction over these Chapter 11 Cases pursuant to28 U.S.C. § 1334. Venue of these proceedings and the Chapter 11 Cases in this district is properpursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2) and this Court may enter a final order hereon under Article III of the United StatesConstitution.C. Eligibility for Relief.3. The Debtors were and continue to be entities eligible for relief under section109 of the Bankruptcy Code and the Debtors were and continue to be proper proponents of thePlan under section 1121(a) of the Bankruptcy Code.D. Commencement and Joint Administration of the Chapter 11 Cases.4. On the Petition Date, the Debtors commenced the Chapter 11 Cases. OnNovember 18, 2024, the Court entered an order [Docket No. 51] authorizing the jointadministration of the Chapter 11 Case in accordance with Bankruptcy Rule 1015(b). The Debtorshave operated their businesses and managed their properties as debtors in possession pursuant toCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 5 6 o of f1 133456sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committeehas been appointed in these Chapter 11 Cases.E. Adequacy of the Disclosure Statement.5. The Disclosure Statement and the exhibits contained therein (i) containssufficient information of a kind necessary to satisfy the disclosure requirements of applicablenonbankruptcy laws, rules and regulations, including the Securities Act; and (ii) contains“adequate information” as such term is defined in section 1125(a)(1) and used in section1126(b)(2) of the Bankruptcy Code, with respect to the Debtors, the Plan and the transactionscontemplated therein. The Filing of the Disclosure Statement satisfied Bankruptcy Rule 3016(b).The injunction, release, and exculpation provisions in the Plan and the Disclosure Statementdescribe, in bold font and with specific and conspicuous language, all acts to be enjoined andidentify the Entities that will be subject to the injunction, thereby satisfying Bankruptcy Rule3016(c).F. Solicitation.6. As described in and evidenced by the Voting Declaration, the Solicitationand the transmittal and service of the Solicitation Materials were: (i) timely, adequate, appropriate,and sufficient under the circumstances; and (ii) in compliance with sections 1125(g) and 1126(b)of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the applicable Local Bankruptcy Rules,the Scheduling Order and all applicable nonbankruptcy rules, laws, and regulations applicable tothe Solicitation, including the registration requirements under the Securities Act. The SolicitationMaterials, including the Ballots and the Opt Out Form (as defined below), adequately informedthe holders of Claims entitled to vote on the Plan of the procedures and deadline for completingand submitting the Ballots.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 6 7 o of f1 1334577. The Debtors served the Combined Hearing Notice on the entire creditormatrix and served the Opt Out Form on all Non-Voting Classes. The Combined Hearing Noticeadequately informed Holders of Claims or Interests of critical information regarding voting on (ifapplicable) and objecting to the Plan, including deadlines and the inclusion of release, exculpation,and injunction provisions in the Plan, and adequately summarized the terms of the Third-PartyRelease. Further, because the form enabling stakeholders to opt out of the Third-Party Release (the“Opt Out Form”) was included in both the Ballots and the Opt Out Form, every known stakeholder,including unimpaired creditors was provided with the means by which the stakeholders could optout of the Third-Party Release. No further notice is required. The period for voting on the Planprovided a reasonable and sufficient period of time and the manner of such solicitation was anappropriate process allowing for such holders to make an informed decision.G. Tabulation.8. As described in and evidenced by the Voting Declaration, (i) the holders ofClaims in Class 3 (RCF Claims) and Class 5 (Notes Claims) are Impaired under the Plan(collectively, the “Voting Classes”) and have voted to accept the Plan in the numbers and amountsrequired by section 1126 of the Bankruptcy Code, and (ii) no Class that was entitled to vote on thePlan voted to reject the Plan. All procedures used to tabulate the votes on the Plan were in goodfaith, fair, reasonable, and conducted in accordance with the applicable provisions of theBankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement, theScheduling Order, and all other applicable nonbankruptcy laws, rules, and regulations.H. Plan Supplement.9. On December 10, 2024, the Debtors Filed the Plan Supplement with theCourt. The Plan Supplement (including as subsequently modified, supplemented, or otherwiseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 7 8 o of f1 133458amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtorsprovided good and proper notice of the filing in accordance with the Bankruptcy Code, theBankruptcy Rules, the Scheduling Order, and the facts and circumstances of the Chapter 11 Cases.All documents included in the Plan Supplement are integral to, part of, and incorporated byreference into the Plan. No other or further notice is or will be required with respect to the PlanSupplement. Subject to the terms of the Plan and the Lock-Up Agreement, and only consistenttherewith, the Debtors reserve the right to alter, amend, update, or modify the Plan Supplementand any of the documents contained therein or related thereto, in accordance with the Plan, on orbefore the Effective Date.I. Modifications to the Plan.10. Pursuant to section 1127 of the Bankruptcy Code, the modifications to thePlan described or set forth in this Combined Order constitute technical or clarifying changes,changes with respect to particular Claims by agreement with holders of such Claims, ormodifications that do not otherwise materially and adversely affect or change the treatment of anyother Claim or Interest under the Plan. These modifications are consistent with the disclosurespreviously made pursuant to the Disclosure Statement and Solicitation Materials, and notice ofthese modifications was adequate and appropriate under the facts and circumstances of the Chapter11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require additionaldisclosure under section 1125 of the Bankruptcy Code or the resolicitation of votes under section1126 of the Bankruptcy Code, and they do not require that holders of Claims or Interests beafforded an opportunity to change previously cast acceptances or rejections of the Plan.Accordingly, the Plan is properly before this Court and all votes cast with respect to the Plan priorto such modification shall be binding and shall apply with respect to the Plan.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Filieledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 8 9 o of f1 133459J. Objections Overruled.11. Any resolution or disposition of objections to Confirmation explained orotherwise ruled upon by the Court on the record at the Confirmation Hearing is herebyincorporated by reference. All unresolved objections, statements, joinders, informal objections,and reservations of rights are hereby overruled on the merits.K. Burden of Proof.12. The Debtors, as proponents of the Plan, have met their burden of provingthe elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by a preponderance of theevidence, the applicable evidentiary standard for Confirmation. Further, the Debtors have proventhe elements of sections 1129(a) and 1129(b) by clear and convincing evidence. Each witness whotestified on behalf of the Debtors in connection with the Confirmation Hearing was credible,reliable, and qualified to testify as to the topics addressed in his testimony.L. Compliance with the Requirements of Section 1129 of the BankruptcyCode.13. The Plan complies with all applicable provisions of section 1129 of theBankruptcy Code as follows:a. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions of theBankruptcy Code.14. The Plan complies with all applicable provisions of the Bankruptcy Code,including sections 1122 and 1123, as required by section 1129(a)(1) of the Bankruptcy Code.i. Section 1122 and 1123(a)(1) – Proper Classification.15. The classification of Claims and Interests under the Plan is proper under theBankruptcy Code. In accordance with sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,Article III of the Plan provides for the separate classification of Claims and Interests at each Debtorinto Classes, based on differences in the legal nature or priority of such Claims and Interests (otherCaCsaes e2 42-49-09507557 5 D oDcoucmumenetn 2t 9266-32 FFiilleedd iinn TTXXSSBB oonn 1021//3113//2245 PPaaggee 91 0o fo 1f 3143510than Administrative Claims, Professional Fee Claims, and Priority Tax Claims, which areaddressed in Article II of the Plan and Unimpaired, and are not required to be designated asseparate Classes in accordance with section 1123(a)(1) of the Bankruptcy Code). Valid business,factual, and legal reasons exist for the separate classification of the various Classes of Claims andInterests created under the Plan, the classifications were not implemented for any improperpurpose, and the creation of such Classes does not unfairly discriminate between or among holdersof Claims or Interests.16. In accordance with section 1122(a) of the Bankruptcy Code, each Class ofClaims or Interests contains only Claims or Interests substantially similar to the other Claims orInterests within that Class. Accordingly, the Plan satisfies the requirements of sections 1122(a),1122(b), and 1123(a)(1) of the Bankruptcy Codeii. Section 1123(a)(2) – Specifications of Unimpaired Classes.17. Article III of the Plan specifies that Claims and Interests in the classesdeemed to accept the Plan are Unimpaired under the Plan. Holders of Intercompany Claims andIntercompany Interests are either Unimpaired and conclusively presumed to have accepted thePlan, or are Impaired and deemed to reject (the “Deemed Rejecting Classes”) the Plan, and, ineither event, are not entitled to vote to accept or reject the Plan. In addition, Article II of the Planspecifies that Administrative Claims and Priority Tax Claims are Unimpaired, although the Plandoes not classify these Claims. Accordingly, the Plan satisfies the requirements of section1123(a)(2) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 101 o of f1 1334511iii. Section 1123(a)(3) – Specification of Treatment of Voting Classes18. Article III.B of the Plan specifies the treatment of each Voting Class underthe Plan – namely, Class 3 and Class 5. Accordingly, the Plan satisfies the requirements of section1123(a)(3) of the Bankruptcy Code.iv. Section 1123(a)(4) – No Discrimination.19. Article III of the Plan provides the same treatment to each Claim or Interestin any particular Class, as the case may be, unless the holder of a particular Claim or Interest hasagreed to a less favorable treatment with respect to such Claim or Interest. Accordingly, the Plansatisfies the requirements of section 1123(a)(4) of the Bankruptcy Code.v. Section 1123(a)(5) – Adequate Means for Plan Implementation.20. The Plan and the various documents included in the Plan Supplementprovide adequate and proper means for the Plan's execution and implementation, including: (a)the general settlement of Claims and Interests; (b) the restructuring of the Debtors' balance sheetand other financial transactions provided for by the Plan; (c) the consummation of the transactionscontemplated by the Plan, the Lock-Up Agreement, the Restructuring Implementation Deed andthe Agreed Steps Plan and other documents Filed as part of the Plan Supplement; (d) the issuanceof Exchange Notes, the New Money Notes, and the Noteholder Ordinary Shares pursuant to thePlan; (e) the amendment of the Intercreditor Agreement; (f) the amendment of the FacilityAgreement; (g) the amendment of the Senior Secured Term Loan Agreement; (h) theconsummation of the Rights Offering in accordance with the Plan, Rights Offering Documentsand the Lock-Up Agreement; (i) the granting of all Liens and security interests granted orconfirmed (as applicable) pursuant to, or in connection with, the Facility Agreement, the ExchangeNotes Indenture, the New Money Notes Indenture, the amended Intercreditor Agreement and theCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 112 o of f1 1334512Senior Secured Term Loan Agreement pursuant to the New Security Documents (including anyLiens and security interests granted or confirmed (as applicable) on the Reorganized Debtors'assets); (j) the vesting of the assets of the Debtors' Estates in the Reorganized Debtors; (k) theconsummation of the corporate reorganization contemplated by the Plan, the Lock-Up Agreement,the Agreed Steps Plan and the Master Reorganization Agreement (as defined in the RestructuringImplementation Deed); and (l) the execution, delivery, filing, or recording of all contracts,instruments, releases, and other agreements or documents in furtherance of the Plan. Accordingly,the Plan satisfies the requirements of section 1123(a)(5) of the Bankruptcy Codevi. Section 1123(a)(6) – Non-Voting Equity Securities.21. The Company's organizational documents in accordance with the SwedishCompanies Act, Ch. 4, Sec 5 and the Plan prohibit the issuance of non-voting securities as of theEffective Date to the extent required to comply with section 1123(a)(6) of the Bankruptcy Code.Accordingly, the Plan satisfies the requirements of section 1123(a)(6) of the Bankruptcy Code.vii. Section 1123(a)(7) – Directors, Officers, and Trustees.22. The manner of selection of any officer, director, or trustee (or any successorto and such officer, director, or trustee) of the Reorganized Debtors will be determined inaccordance with the existing organizational documents, which is consistent with the interests ofcreditors and equity holders and with public policy. Accordingly, the Plan satisfies therequirements of section 1123(a)(7) of the Bankruptcy Code.b. Section 1123(b) – Discretionary Contents of the Plan23. The Plan contains various provisions that may be construed as discretionarybut not necessary for Confirmation under the Bankruptcy Code. Any such discretionary provisionCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 123 o of f1 1334513complies with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicableprovisions of the Bankruptcy Code. Thus, the Plan satisfies section 1123(b).i. Section 1123(b)(1) – Impairment/Unimpairment of Any Class of Claims orInterests24. Article III of the Plan impairs or leaves unimpaired, as the case may be,each Class of Claims or Interests, as contemplated by section 1123(b)(1) of the Bankruptcy Code.ii. Section 1123(b)(2) – Assumption and Rejection of Executory Contracts andUnexpired Leases25. Article V of the Plan provides for the assumption of the Debtors' ExecutoryContracts and Unexpired Leases as of the Effective Date unless such Executory Contract orUnexpired Lease: (a) is identified on the Rejected Executory Contract and Unexpired Lease List;(b) has been previously rejected by a Final Order; (c) is the subject of a motion to reject ExecutoryContracts or Unexpired Leases that is pending on the Confirmation Date; or (4) is subject to amotion to reject an Executory Contract or Unexpired Lease pursuant to which the requestedeffective date of such rejection is after the Effective Date. Thus, the Plan satisfies section1123(b)(2).iii. Compromise and Settlement26. In accordance with section 1123(b)(3)(A) of the Bankruptcy Code andBankruptcy Rule 9019, and in consideration for the distributions and other benefits provided underthe Plan, the provisions of the Plan constitute a good-faith compromise of all Claims, Interests,and controversies relating to the contractual, legal, and subordination rights that all holders ofClaims or Interests may have with respect to any Allowed Claim or Interest or any distribution tobe made on account of such Allowed Claim or Interest. Such compromise and settlement is theproduct of extensive arm's-length, good faith negotiations that, in addition to the Plan, resulted inCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 134 o of f1 1334514the execution of the Lock-Up Agreement, which represents a fair and reasonable compromise ofall Claims, Interests, and controversies and entry into which represented a sound exercise of theDebtors' business judgment. Such compromise and settlement is fair, equitable, and reasonableand in the best interests of the Debtors and their Estates.27. The releases of the Debtors' directors and officers are an integral componentof the settlements and compromises embodied in the Plan. The Debtors' directors and officers: (a)made a substantial and valuable contribution to the Debtors' restructuring, including extensive preandpost-Petition Date negotiations with stakeholder groups, and ensured the uninterruptedoperation of the Debtors' businesses during the Chapter 11 Cases; (b) invested significant timeand effort to make the restructuring a success and maximize the value of the Debtors' businessesin a challenging operating environment; (c) attended and, in certain instances, testified atdepositions and Court hearings; (d) attended and participated in numerous stakeholder meetings,management meetings, and board meetings related to the restructuring; (e) are entitled toindemnification from the Debtors under applicable non-bankruptcy law, organizationaldocuments, and agreements; (f) invested significant time and effort in the preparation of the Lock-Up Agreement, the Plan, Disclosure Statement, all supporting analyses, and the numerous otherpleadings Filed in the Chapter 11 Cases, thereby ensuring the smooth administration of the Chapter11 Cases; and (g) are entitled to all other benefits under any employment contracts existing as ofthe Petition Date. Litigation by the Debtors or other Releasing Parties against the Debtors'directors and officers would be a distraction to the Debtors' business and restructuring and woulddecrease rather than increase the value of the estates. The releases of the Debtors' directors andofficers contained in the Plan have the consent of the Debtors and the Releasing Parties and are inthe best interests of the estates.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 145 o of f1 1334515iv. Debtor Release28. The releases of claims and Causes of Action by the Debtors, ReorganizedDebtors, and their Estates described in Article VIII.C of the Plan in accordance with section1123(b) of the Bankruptcy Code (the “Debtor Release”) represent a valid exercise of the Debtors'business judgment under Bankruptcy Rule 9019. The Debtors' or the Reorganized Debtors' pursuitof any such claims against the Released Parties is not in the best interests of the Estates' variousconstituencies because the costs involved would outweigh any potential benefit from pursuingsuch claims. The Debtor Release is fair and equitable and complies with the absolute priority rule.29. The Debtor Release is (a) an integral part of the Plan, and a component ofthe comprehensive settlement implemented under the Plan; (b) in exchange for the good andvaluable consideration provided by the Released Parties; (c) a good faith settlement andcompromise of the claims and Causes of Action released by the Debtor Release; (d) materiallybeneficial to, and in the best interests of, the Debtors, their Estates, and their stakeholders, and isimportant to the overall objectives of the Plan to finally resolve certain Claims among or againstcertain parties in interest in the Chapter 11 Cases; (e) fair, equitable, and reasonable; (f) given andmade after due notice and opportunity for hearing; and (g) a bar to any Debtor asserting any claimor Cause of Action released by the Debtor Release against any of the Released Parties. Theprobability of success in litigation with respect to the released claims and Causes of Action, whenweighed against the costs, supports the Debtor Release. With respect to each of these potentialCauses of Action, the parties could assert colorable defenses and the probability of success isuncertain. The Debtors' or the Reorganized Debtors' pursuit of any such claims or Causes ofAction against the Released Parties is not in the best interests of the Estates or the Debtors' variousCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 156 o of f1 1334516constituencies because the costs involved would likely outweigh any potential benefit frompursuing such claims or Causes of Action30. Holders of Claims and Interests entitled to vote have overwhelmingly votedin favor of the Plan, including the Debtor Release. The Plan, including the Debtor Release, wasnegotiated before and after the Petition Date by sophisticated parties represented by able counseland advisors, including the Consenting Creditors. The Debtor Release is therefore the result of ahard fought and arm's-length negotiation process conducted in good faith.31. The Debtor Release appropriately offers protection to parties thatparticipated in the Debtors' restructuring process, including the Consenting Creditors, whoseparticipation in the Chapter 11 Cases is critical to the Debtors' successful emergence frombankruptcy. Specifically, the Released Parties, including the Consenting Creditors, madesignificant concessions and contributions to the Chapter 11 Cases, including, entering into theLock-Up Agreement and related agreements, supporting the Plan and the Chapter 11 Cases, andwaiving or agreeing to impair substantial rights and Claims against the Debtors under the Plan (aspart of the compromises composing the settlement underlying the revised Plan) in order tofacilitate a consensual reorganization and the Debtors' emergence from chapter 11. The DebtorRelease for the Debtors' directors and officers is appropriate because the Debtors' directors andofficers share an identity of interest with the Debtors and, as previously stated, supported and madesubstantial contributions to the success of the Plan, the Chapter 11 Cases, and operation of theDebtors' business during the Chapter 11 Cases, actively participated in meetings, negotiations, andimplementation during the Chapter 11 Cases, and have provided other valuable consideration tothe Debtors to facilitate the Debtors' successful reorganization and continued operation.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 167 o of f1 133451732. The scope of the Debtor Release is appropriately tailored under the factsand circumstances of the Chapter 11 Cases. In light of, among other things, the value provided bythe Released Parties to the Debtors' Estates and the critical nature of the Debtor Release to thePlan, the Debtor Release is appropriate.v. Release by Holders of Claims and Interests33. The release by the Releasing Parties (the “Third-Party Release”), set forthin Article VIII.D of the Plan, is an essential provision of the Plan. The Third-Party Release is: (a)consensual as to those Releasing Parties that did not specifically and timely object or properly optout from the Third-Party Release; (b) within the jurisdiction of the Bankruptcy Court pursuant to28 U.S.C. § 1334; (c) in exchange for the good and valuable consideration provided by theReleased Parties; (d) a good faith settlement and compromise of the claims and Causes of Actionreleased by the Third-Party Release; (e) materially beneficial to, and in the best interests of, theDebtors, their Estates, and their stakeholders, and is important to the overall objectives of the Planto finally resolve certain Claims among or against certain parties in interest in the Chapter 11Cases; (f) fair, equitable, and reasonable; (g) given and made after due notice and opportunity forhearing; (h) appropriately narrow in scope given that it expressly excludes, among other things,any Cause of Action that is judicially determined by a Final Order to have constituted actual fraud,willful misconduct, or gross negligence; (i) a bar to any of the Releasing Parties asserting anyclaim or Cause of Action released by the Third-Party Release against any of the Released Parties;and (j) consistent with sections 105, 524, 1123, 1129, and 1141 and other applicable provisions ofthe Bankruptcy Code.34. The Third-Party Release is an integral part of the agreement embodied inthe Plan among the relevant parties in interest. Like the Debtor Release, the Third-Party ReleaseCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 178 o of f1 1334518facilitated participation in both the Debtors' Plan and the chapter 11 process generally. The Third-Party Release is instrumental to the Plan and was critical in incentivizing parties to support thePlan and preventing significant and time-consuming litigation regarding the parties' respectiverights and interests. The Third-Party Release was a core negotiation point in connection with thePlan and instrumental in developing the Plan that maximized value for all of the Debtors'stakeholders and kept the Debtors intact as a going concern. As such, the Third-Party Releaseappropriately offers certain protections to parties who constructively participated in the Debtors'restructuring process—including the Consenting Creditors (as set forth above)—by, among otherthings, facilitating the negotiation and consummation of the Plan, supporting the Plan and, in thecase of the Backstop Providers, committing to provide new capital to facilitate the Debtors'emergence from chapter 11. Specifically, the Notes Ad Hoc Group proposed and negotiated thepari passu transaction that is the basis of the restructuring proposed under the Plan and provideda much-needed deleveraging to the Debtors' business while taking a discount on their Claims (inexchange for other consideration).35. Furthermore, the Third-Party Release is consensual as to all parties ininterest, including all Releasing Parties, and such parties in interest were provided notice of thechapter 11 proceedings, the Plan, the deadline to object to confirmation of the Plan, and theCombined Hearing and were properly informed that all holders of Claims against or Interests inthe Debtors that did not file an objection with the Court in the Chapter 11 Cases that included anexpress objection to the inclusion of such holder as a Releasing Party under the provisionscontained in Article VIII of the Plan would be deemed to have expressly, unconditionally,generally, individually, and collectively consented to the release and discharge of all claims andCauses of Action against the Debtors and the Released Parties. Additionally, the release provisionsCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 189 o of f1 1334519of the Plan were conspicuous, emphasized with boldface type in the Plan, the DisclosureStatement, the Ballots, and the applicable notices. Except as set forth in the Plan, all ReleasingParties were properly informed that unless they (a) checked the “opt out” box on the applicableBallot or opt-out form and returned the same in advance of the Voting Deadline, as applicable, or(b) timely Filed an objection to the releases contained in the Plan that was not resolved beforeentry of this Confirmation Order, they would be deemed to have expressly consented to the releaseof all Claims and Causes of Action against the Released Parties.36. The Ballots sent to all holders of Claims and Interests entitled to vote, aswell as the notice of the Combined Hearing sent to all known parties in interest (including thosenot entitled to vote on the Plan), unambiguously provided in bold letters that the Third-PartyRelease was contained in the Plan.37. The scope of the Third-Party Release is appropriately tailored under thefacts and circumstances of the Chapter 11 Cases, and parties in interest received due and adequatenotice of the Third-Party Release. Among other things, the Plan provides appropriate and specificdisclosure with respect to the claims and Causes of Action that are subject to the Third-PartyRelease, and no other disclosure is necessary. The Debtors, as evidenced by the VotingDeclaration and Certificate of Publication, including by providing actual notice to all knownparties in interest, including all known holders of Claims against, and Interests in, any Debtor andpublishing notice in international and national publications for the benefit of unknown parties ininterest, provided sufficient notice of the Third-Party Release, and no further or other notice isnecessary. The Third-Party Release is designed to provide finality for the Debtors, theReorganized Debtors and the Released Parties regarding the parties' respective obligations underthe Plan. For the avoidance of doubt, and notwithstanding anything to the contrary, anyparty who timely opted-out of the Third-Party Release is not bound by the Third-PartyRelease.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 1 290 o of f1 133452038. The Third-Party Release is specific in language, integral to the Plan, andgiven for substantial consideration. The Releasing Parties were given due and adequate notice ofthe Third-Party Release, and thus the Third-Party Release is consensual under controllingprecedent as to those Releasing Parties that did not specifically and timely object. In light of,among other things, the value provided by the Released Parties to the Debtors' Estates and theconsensual and critical nature of the Third-Party Release to the Plan, the Third-Party Release isappropriatevi. Exculpation.39. The exculpation described in Article VIII.E of the Plan (the “Exculpation”)is appropriate under applicable law, including In re Highland Capital Mgmt., L.P., 48 F. 4th 419(5th Cir. 2022), because it was supported by proper evidence, proposed in good faith, wasformulated following extensive good-faith, arm's-length negotiations with key constituents, and isappropriately limited in scope.40. No Entity or Person may commence or continue any action, employ anyprocess, or take any other act to pursue, collect, recover or offset any Claim, Interest, debt,obligation, or Cause of Action relating or reasonably likely to relate to any act or commission inconnection with, relating to, or arising out of a Covered Matter (including one that alleges theactual fraud, gross negligence, or willful misconduct of a Covered Entity), unless expresslyauthorized by the Bankruptcy Court after (1) it determines, after a notice and a hearing, such Claim,Interest, debt, obligation, or Cause of Action is colorable and (2) it specifically authorizes suchEntity or Person to bring such Claim or Cause of Action. The Bankruptcy Court shall have soleand exclusive jurisdiction to determine whether any such Claim, Interest, debt, obligation or Causeof Action is colorable and, only to the extent legally permissible and as provided for in Article XI,CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 201 o of f1 1334521shall have jurisdiction to adjudicate such underlying colorable Claim, Interest, debt, obligation, orCause of Action.vii. Injunction.41. The injunction provisions set forth in Article VIII.F of the Plan are essentialto the Plan and are necessary to implement the Plan and to preserve and enforce the discharge,Debtor Release, the Third-Party Release, and the Exculpation provisions in Article VIII of thePlan. The injunction provisions are appropriately tailored to achieve those purposes.viii. Preservation of Claims and Causes of Action.42. Article IV.L of the Plan appropriately provides for the preservation by theDebtors of certain Causes of Action in accordance with section 1123(b) of the Bankruptcy Code.Causes of Action not released by the Debtors or exculpated under the Plan will be retained by theReorganized Debtors as provided by the Plan. The Plan is sufficiently specific with respect to theCauses of Action to be retained by the Debtors, and the Plan and Plan Supplement providemeaningful disclosure with respect to the potential Causes of Action that the Debtors may retain,and all parties in interest received adequate notice with respect to such retained Causes of Action.The provisions regarding Causes of Action in the Plan are appropriate and in the best interests ofthe Debtors, their respective Estates, and holders of Claims or Interests. For the avoidance of anydoubt, Causes of Action released or exculpated under the Plan will not be retained by theReorganized Debtors.c. Section 1123(d) – Cure of Defaults43. Article V.D of the Plan provides for the satisfaction of Cure Claimsassociated with each Executory Contract and Unexpired Lease to be assumed in accordance withsection 365(b)(1) of the Bankruptcy Code. Any monetary defaults under each assumed ExecutoryCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 212 o of f1 1334522Contract or Unexpired Lease shall be satisfied, pursuant to section 365(b)(1) of the BankruptcyCode, by payment of the default amount in Cash on the Effective Date, subject to the limitationsdescribed in Article V.D of the Plan, or on such other terms as the parties to such ExecutoryContracts or Unexpired Leases may otherwise agree. Any Disputed Cure Amounts will bedetermined in accordance with the procedures set forth in Article V.D of the Plan, and applicablebankruptcy and nonbankruptcy law. As such, the Plan provides that the Debtors will Cure, orprovide adequate assurance that the Debtors will promptly Cure, defaults with respect to assumedExecutory Contracts and Unexpired Leases in accordance with section 365(b)(1) of theBankruptcy Code. Thus, the Plan complies with section 1123(d) of the Bankruptcy Code.d. Section 1129(a)(2) – Compliance of the Debtors and Others with the ApplicableProvisions of the Bankruptcy Code.44. The Debtors, as proponents of the Plan, have complied with all applicableprovisions of the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code,including sections 1122, 1123, 1124, 1125, 1126, and 1128, and Bankruptcy Rules 3017, 3018,and 3019.e. Section 1129(a)(3) – Proposal of Plan in Good Faith.45. The Debtors have proposed the Plan in good faith, in accordance with theBankruptcy Code requirements, and not by any means forbidden by law. In determining that thePlan has been proposed in good faith, the Court has examined the totality of the circumstancesfiling of the Chapter 11 Cases, including the formation of Intrum AB of Texas LLC (“IntrumTexas”), the Plan itself, and the process leading to its formulation. The Debtors' good faith isevident from the facts and record of the Chapter 11 Cases, the Disclosure Statement, and the recordof the Combined Hearing and other proceedings held in the Chapter 11 CasesCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 223 o of f1 133452346. The Plan (including the Plan Supplement and all other documents necessaryto effectuate the Plan) is the product of good faith, arm's-length negotiations by and among theDebtors, the Debtors' directors and officers and the Debtors' key stakeholders, including theConsenting Creditors and each of their respective professionals. The Plan itself and the processleading to its formulation provide independent evidence of the Debtors' and such other parties'good faith, serve the public interest, and assure fair treatment of holders of Claims or Interests.Consistent with the overriding purpose of chapter 11, the Debtors Filed the Chapter 11 Cases withthe belief that the Debtors were in need of reorganization and the Plan was negotiated and proposedwith the intention of accomplishing a successful reorganization and maximizing stakeholder value,and for no ulterior purpose. Accordingly, the requirements of section 1129(a)(3) of the BankruptcyCode are satisfied.f. Section 1129(a)(4) – Court Approval of Certain Payments as Reasonable.47. Any payment made or to be made by the Debtors, or by a person issuingsecurities or acquiring property under the Plan, for services or costs and expenses in connectionwith the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases,has been approved by, or is subject to the approval of, the Court as reasonable. Accordingly, thePlan satisfies the requirements of section 1129(a)(4).g. Section 1129(a)(5)—Disclosure of Directors and Officers and Consistency with theInterests of Creditors and Public Policy.48. The identities of or process for appointment of the Reorganized Debtors'directors and officers proposed to serve after the Effective Date were disclosed in the PlanSupplement in advance of the Combined Hearing. Accordingly, the Debtors have satisfied therequirements of section 1129(a)(5) of the Bankruptcy Code.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 234 o of f1 1334524h. Section 1129(a)(6)—Rate Changes.49. The Plan does not contain any rate changes subject to the jurisdiction of anygovernmental regulatory commission and therefore will not require governmental regulatoryapproval. Therefore, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan.i. Section 1129(a)(7)—Best Interests of Holders of Claims and Interests.50. The liquidation analysis attached as Exhibit D to the Disclosure Statementand the other evidence in support of the Plan that was proffered or adduced at the CombinedHearing, and the facts and circumstances of the Chapter 11 Cases are (a) reasonable, persuasive,credible, and accurate as of the dates such analysis or evidence was prepared, presented orproffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c) have not beencontroverted by other evidence; and (d) establish that each holder of Allowed Claims or Interestsin each Class will recover as much or more value under the Plan on account of such Claim orInterest, as of the Effective Date, than the amount such holder would receive if the Debtors wereliquidated on the Effective Date under chapter 7 of the Bankruptcy Code or has accepted the Plan.As a result, the Debtors have demonstrated that the Plan is in the best interests of their creditorsand equity holders and the requirements of section 1129(a)(7) of the Bankruptcy Code are satisfied.j. Section 1129(a)(8)—Conclusive Presumption of Acceptance by UnimpairedClasses; Acceptance of the Plan by Certain Voting Classes.51. The classes deemed to accept the Plan are Unimpaired under the Plan andare deemed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. EachVoting Class voted to accept the Plan. For the avoidance of doubt, however, even if section1129(a)(8) has not been satisfied with respect to all of the Debtors, the Plan is confirmable becausethe Plan does not discriminate unfairly and is fair and equitable with respect to the Voting Classesand thus satisfies section 1129(b) of the Bankruptcy Code with respect to such Classes as describedCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 245 o of f1 1334525further below. As a result, the requirements of section 1129(b) of the Bankruptcy Code are alsosatisfied.k. Section 1129(a)(9)—Treatment of Claims Entitled to Priority Pursuant to Section507(a) of the Bankruptcy Code.52. The treatment of Administrative Claims, Professional Fee Claims, andPriority Tax Claims under Article II of the Plan satisfies the requirements of, and complies in allrespects with, section 1129(a)(9) of the Bankruptcy Code.l. Section 1129(a)(10)—Acceptance by at Least One Voting Class.53. As set forth in the Voting Declaration, all Voting Classes overwhelminglyvoted to accept the Plan. As such, there is at least one Voting Class that has accepted the Plan,determined without including any acceptance of the Plan by any insider (as defined by theBankruptcy Code), for each Debtor. Accordingly, the requirements of section 1129(a)(10) of theBankruptcy Code are satisfied.m. Section 1129(a)(11)—Feasibility of the Plan.54. The Plan satisfies section 1129(a)(11) of the Bankruptcy Code. Thefinancial projections attached to the Disclosure Statement as Exhibit D and the other evidencesupporting the Plan proffered or adduced by the Debtors at or before the Combined Hearing: (a)is reasonable, persuasive, credible, and accurate as of the dates such evidence was prepared,presented, or proffered; (b) utilize reasonable and appropriate methodologies and assumptions; (c)has not been controverted by other persuasive evidence; (d) establishes that the Plan is feasibleand Confirmation of the Plan is not likely to be followed by liquidation or the need for furtherfinancial reorganization; (e) establishes that the Debtors will have sufficient funds available tomeet their obligations under the Plan and in the ordinary course of business—including sufficientamounts of Cash to reasonably ensure payment of Allowed Claims that will receive CashCCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 256 o of f1 1334526distributions pursuant to the terms of the Plan and other Cash payments required under the Plan;and (f) establishes that the Debtors or the Reorganized Debtors, as applicable, will have thefinancial wherewithal to pay any Claims that accrue, become payable, or are allowed by FinalOrder following the Effective Date. Accordingly, the Plan satisfies the requirements of section1129(a)(11) of the Bankruptcy Code.n. Section 1129(a)(12)—Payment of Statutory Fees.55. Article XII.C of the Plan provides that all fees payable pursuant to section1930(a) of the Judicial Code, as determined by the Court at the Confirmation Hearing inaccordance with section 1128 of the Bankruptcy Code, will be paid by each of the applicableReorganized Debtors for each quarter (including any fraction of a quarter) until the Chapter 11Cases are converted, dismissed, or closed, whichever occurs first. Accordingly, the Plan satisfiesthe requirements of section 1129(a)(12) of the Bankruptcy Code.o. Section 1129(a)(13)—Retiree Benefits.56. Pursuant to section 1129(a)(13) of the Bankruptcy Code, and as provided inArticle IV.K of the Plan, the Reorganized Debtors will continue to pay all obligations on accountof retiree benefits (as such term is used in section 1114 of the Bankruptcy Code) on and after theEffective Date in accordance with applicable law. As a result, the requirements of section1129(a)(13) of the Bankruptcy Code are satisfied.p. Sections 1129(a)(14), (15), and (16)—Domestic Support Obligations, Individuals,and Nonprofit Corporations.57. The Debtors do not owe any domestic support obligations, are notindividuals, and are not nonprofit corporations. Therefore, sections 1129(a)(14), 1129(a)(15), and1129(a)(16) of the Bankruptcy Code do not apply to the Chapter 11 Cases.CCaassee 2 244-9-900557755 D Dooccuummeennt t2 29663-2 F Fileiledd i nin T TXXSSBB o onn 1 021/3/113/2/245 P Paaggee 2 267 o of f1 1334527q. Section 1129(b)—Confirmation of the Plan Over Nonacceptance of VotingClasses.58. No Classes rejected the Plan, and section 1129(b) is not applicable here,but even if it were, the Plan may be confirmed pursuant to section 1129(b)(1) of the BankruptcyCode because the Plan is fair and equitable with respect to the Deemed Rejecting Classes. ThePlan has been proposed in good faith, is reasonable, and meets the requirements and all VotingClasses have voted to accept the Plan. The treatment of Intercompany Claims and IntercompanyInterests under the Plan provides for administrative convenience does not constitute a distributionunder the Plan on account of suc

The CISG is kind of like the international version of America's Uniform Commercial Code, and it has some interesting differences from both the UCC and U.S. common law. Tune in to Business Law 101 to learn more!   Thanks for joining me for this episode! I'm a Houston- based attorney, run an HR Consulting company called Claremont Management Group, and am a tenured professor at the University of St. Thomas. I've also written several non-fiction political commentary books: Bad Deal for America (2022) explores the Vegas-style corruption running rampant in Washington DC, while The Decline of America: 100 Years of Leadership Failures (2018) analyzes – and grades – the leadership qualities of the past 100 years of U.S. presidents. You can find my books on Amazon, and me on social media (Twitter @DSchein1, LinkedIn @DavidSchein, and Facebook, Instagram, & YouTube @AuthorDavidSchein). I'd love to hear from you!   As always, the opinions expressed in this podcast are mine and my guests' and not the opinions of my university, my company, or the businesses with which I am connected.

Are your investments really safe? Financial expert David Rogers Webb uncovers shocking truths about the securities market, revealing hidden risks investors may not be aware of. In a compelling interview with Kevin Freeman in the Economic War Room, Webb explains how the shift from physical stock certificates to dematerialized electronic records has fundamentally altered investor rights. Discover the unsettling reality that, in a major financial crisis, you might not truly own the financial assets you think you do. Webb's research brings to light how the markets have been systematically "rigged," turning investors into unsecured creditors. But it's not just a doom-and-gloom scenario — there are solutions and ways to fight back. Learn about the potential cascading effects of derivatives, the connections to the central banks' power plays, and the ongoing efforts to amend the Uniform Commercial Code to protect investors' rights.

According to the Heartland Institute, the Uniform Law Commission has quietly changed the Uniform Commercial Code across the country, putting individuals' wealth at serious risk if there is a financial crisis. You will be surprised to learn the truth about your investments. South Dakota is the first state in the country to attempt to protect its citizens' rights when they purchase securities. The second big story we cover is about the UN's Global Compact for Safe, Orderly, and Regular Migration agreement. This important story explains why there is mass migration to the US from all over the world. We also include good news from Alabama!

In this final episode of The Consumer Finance Podcast Year in Review series, host Chris Willis is joined by Tim St. George, a key member of our Consumer Financial Services Litigation team. They discuss the significant developments in consumer finance class action litigation in 2023 and what to expect in the year ahead. Topics include ethical issues associated with class actions, the debate over service awards, attorney-client privilege, and more. Tune in to gain insights from Tim's extensive experience in class action litigation and stay informed about the evolving legal landscape.To download a copy of the Consumer Financial Services Year in Review and a Look Ahead, please click here. For a list of our upcoming webinars, visit our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Join us for an enlightening episode of The Consumer Finance Podcast, where we dissect the intricate world of debt collection, reflecting on the past year and forecasting future trends. This episode, hosted by Chris Willis, features insightful discussions with Stefanie Jackman and Jonathan Floyd, both well-versed in the field of debt collection. We explore significant Supreme Court cases that could reshape the collections landscape, the impact of Regulation F on validation notices, and the complexities surrounding credit reporting and medical debt. Stefanie and Jonathan share their perspectives on emerging trends and potential challenges in the collections industry. This episode is a must-listen for creditors, servicers, and collectors seeking to understand the ever-evolving landscape of debt collection. Stay tuned for the next and final episode of our Year in Review and a Look Ahead series on The Consumer Finance Podcast, providing valuable insights for anyone involved in consumer finance.To download a copy of the Consumer Financial Services Year in Review and a Look Ahead, please click here. For a list of our upcoming webinars, visit our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Jon Hunter brings his political analysis to a conversation about cryptocurrency regulation and how state budgets and salaries are decided.

The Uniform Commercial Code (UCC) represents a critical area of law that governs commercial transactions in the United States. Its influence extends across various aspects of commerce, particularly in the sale of goods. This module provides an in-depth exploration of the UCC, focusing on its scope, the formation of sales contracts, performance obligations, warranties, and remedies in sales contracts. This knowledge is vital for passing the bar exam and for practical legal application in commercial law. 1. Scope and Applicability of the UCC. Purpose: The UCC aims to harmonize the law of commercial transactions across all states, making commerce more predictable and efficient. Applicability: It primarily applies to transactions in goods, which are movable items at the time of the sale. Services, real estate, and intangible assets like stocks and bonds fall outside its purview. Goods vs. Services: The UCC applies when a transaction predominantly involves the sale of goods. In mixed contracts (goods and services), the UCC applies if the goods aspect is dominant, based on the "predominant factor test." 2. Formation of Sales Contracts under UCC. Flexibility in Formation: The UCC allows for greater flexibility in contract formation than common law. A valid contract can exist even without precisely matching offer and acceptance, and even if some terms are left open. The Battle of the Forms: Under UCC Section 2-207, when businesses exchange standardized forms (offer and acceptance) with differing terms, a contract is still formed. The UCC provides rules for which terms become part of the contract, aiming to respect the parties' intentions while minimizing disputes. 3. Performance Obligations in Sales. Delivery: The seller must make the goods available to the buyer as specified in the contract. If unspecified, delivery is at the seller's place of business. Risk of Loss: Determines who suffers the loss if goods are damaged or destroyed before delivery. The UCC specifies when risk of loss passes from the seller to the buyer, depending on the terms (e.g., FOB shipping point, FOB destination). Title Issues: Title passes when the parties intend it to pass, based on their agreement or, in absence of such, under UCC rules which often tie title passage to the delivery or transfer of possession. 4. Warranties under UCC. Express Warranties: Created by the seller's affirmative statements, descriptions, or samples that the goods will meet certain standards. Implied Warranties: Automatically apply in most sales unless explicitly disclaimed. Warranty of Merchantability: Implies that goods are fit for their ordinary purpose and are of average, fair quality. Warranty of Fitness for a Particular Purpose: Applies when a seller knows the buyer's specific intended use for the goods and the buyer relies on the seller's expertise to select suitable goods. 5. Remedies in Sales Contracts. Buyer's Remedies: Include the right to cover (obtain substitute goods), seek damages for non-delivery, reject non-conforming goods, or demand specific performance in certain cases. Seller's Remedies: Include the right to withhold delivery, stop delivery of goods in transit, resell the goods and recover damages, or cancel the contract. Understanding UCC's Impact. The UCC simplifies commercial transactions and offers a uniform framework that benefits both buyers and sellers by reducing the costs and complexities associated with doing business across state lines. Its provisions on contract formation, performance, and remedies address the unique needs of commercial transactions, differing significantly from common law in several respects. For example, the UCC's approach to the battle of the forms and its rules on warranties and remedies reflect the realities of modern commerce, where transactions often occur rapidly and without the formal exchange of detailed contract terms. --- Send in a voice message: https://podcasters.spotify.com/pod/show/law-school/message Support this podcast: https://podcasters.spotify.com/pod/show/law-school/support

Please join Troutman Pepper Partners Chris Willis and Michael Lacy for a special inside look at our annual publication of the Consumer Financial Services Year in Review and Look Ahead. In our eighth year of publishing this annual review of regulatory and legal developments in the consumer financial services industry, our team has prepared a thorough analysis of the most important issues and trends across 17 consumer protection areas. For the first time, we are rolling out both webinars and podcasts on select topics to not only provide more in-depth coverage of 2023 events, but also let you know what we expect in 2024. This material will be beneficial to in-house counsel, compliance managers, regulators, and anyone in the consumer financial services space who wants to stay ahead of the curve.To download a copy of the Consumer Financial Services Year in Review and Look Ahead, please click here. For a list of our upcoming webinars, please check out our Troutman Pepper Insights page. And to make sure you don't miss another episode of this podcast, please click subscribe.

Five members of the City Bar Digitial Technology Task Force explain the New York Uniform Commercial Code (“UCC”) amendments and their potential impact on digital assets, trade finance and electronic commerce. Sandra Rocks, Ed Smith, Eric Marcus, Neil Cohen and Lorraine McGowen explain how adopting the amendments will benefit New York and will ensure that New York remains the preferred jurisdiction for parties transacting business. Access a transcript of this recording here: https://bityl.co/MLKD

Under the Uniform Commercial Code, you can become your own trustees, gain full control of your assets, and put them to any use you want - and you won't have to pay most taxes, and can renew the trust indefinitely!Go to :https://brillianceincommerce.com/go/1504https://natural-law-trust.brillianceincommerce.com/go/1504 Youthfulureset Youthfulureset, Stevenage, Hertfordshire SG1 2DX, United Kingdom Website https://www.youthreset.co.uk Email prc.pressagency@gmail.com

The Heritage Foundation and Mises Institute's economist Peter St. Onge joins to discuss how Biden's woke policies and push for other countries to embrace the LGBTQ agenda are impacting America's economic relationship with other nations. This impacts inflation, the value of the dollar, and ultimately your financial life. Peter and Jenna also discuss Central Bank Digital Currency and Biden's push to implement a CBDC in order to control America's finances. Some states are pushing back, most notably Florida, as Gov. Ron DeSantis signed a bill that would make transactions in CBDC illegal under Florida's Uniform Commercial Code.See omnystudio.com/listener for privacy information.

Kerry Lutz and Jeremy Cordon discussed Gold Backs, a form of commodity money that is split into a thousand pieces and wrapped in a protective layer to make it nearly impossible to counterfeit. Nearly half of all small businesses approached are interested in accepting Gold Backs. Since 2019, they have become the most successful local currency in American history. They are worth four dollars each and have a 5% spread on them, tighter than silver. Gold Back Inc. has created a product that is a series of local currencies that are tied to the Uniform Commercial Code and are exchangeable for a gold eagle. It has been sold on every continent except Antarctica and has added three quarters of a million people to the gold market in the past few years. It is sold by big metals dealers and online retailers, and more information can be found at www.GoldBack.com. Visit GoldBack at: https://GoldBack.com Visit FSN at: https://FinancialSurvivalNetwork.com  

This week, join us as we revisit our episode on the Statute of Frauds for a refresher!  Original Air Date: July 2, 2019. The Statute of Frauds may sound like a relic of the English Common Law of centuries past, but it is very much alive in the Uniform Commercial Code and state statutes around the country.  Understanding the Statute of Frauds and its requirements to put certain agreements in writing can mean the difference between an enforceable payment plan, and an unenforceable promise.  Join Rebecca and Steve as they discuss the Statute of Frauds, and the different ways that it has been interpreted from state to state. The post Statute of Frauds: Why You Should Get Your Payment Plans in Writing appeared first on Rathbone Group, LLC.

We have a fun “this day in legal history” for today – it's the anniversary of the start of the Scopes Monkey Trial. The Scopes "monkey trial" took place in 1925 and involved the prosecution of high school teacher John T. Scopes for teaching evolution, which was prohibited by Tennessee's Butler Act. Scopes was found guilty and fined $100, but the Tennessee Supreme Court later overturned the conviction due to a technicality. The trial was initiated when the American Civil Liberties Union (ACLU) offered to support any teacher willing to challenge the Butler Act's constitutionality.George W. Rappleyea, the manager of a local company in Dayton, Tennessee, saw the ACLU's advertisement and saw it as an opportunity to put Dayton back on the map. Rappleyea gathered a group of prominent residents, including school superintendent William White, who recruited Scopes as the defendant. Ironically, the textbook used in Tennessee schools, George W. Hunter's "A Civic Biology," endorsed evolution, thus requiring biology teachers to violate the Butler Act.The trial gained national attention, and renowned attorneys William Jennings Bryan and Clarence Darrow joined the prosecution and defense, respectively. Bryan opposed evolution due to its association with eugenics and social Darwinism, while Darrow was a respected lawyer known for his involvement in high-profile cases. The trial had a festive atmosphere, with banners, large crowds, and the first live radio broadcast of a trial.The trial ended with Scopes being found guilty by the jury in a remarkably short time of nine minutes. However, the Tennessee Supreme Court overturned the conviction because the judge had imposed a fine of $100, exceeding the jury's authority. While upholding the constitutionality of the Butler Act, the court stated that the case should not be prolonged.In later years, the U.S. Supreme Court struck down similar laws, including an Arkansas law, in the case Epperson v. Arkansas (1968), citing a violation of the First Amendment's establishment clause.Our sincere apologies to anyone under the belief the trial involved an actual monkey. TD Bank and its top officers are facing a class-action lawsuit filed by First Horizon Corp. stockholders. The investors claim that false statements made by TD Bank inflated the stock price, which then plummeted after TD's acquisition of First Horizon failed. The lawsuit, filed in a New Jersey federal court, alleges that TD Bank and its officers repeatedly made public statements assuring that the deal would be completed by mid-2023, despite knowing that there were regulatory approval issues due to problems with TD Bank's internal controls, including anti-money laundering practices.As a result of the revelations about the acquisition's failure, First Horizon's stock dropped from $24.64 per share to $10.06 on May 4 when the deal was abandoned. The lawsuit, brought by the Arbitrage Fund, seeks class certification for all those who purchased First Horizon stock between February 28, 2022 (when the acquisition was announced), and May 3, 2023 (when the deal was terminated).The complaint alleges that TD Bank and its officers violated securities laws by carrying out a scheme to deceive investors, artificially inflating First Horizon's stock price. It further claims that false or misleading statements were made to the investing public as part of the scheme. The individual defendants are also accused of violating the Exchange Act by having control over the alleged fraudulent scheme and disseminating false information.TD Bank has responded to the lawsuit, with Elizabeth Goldenshtein stating that the bank's public disclosures are accurate and that the lawsuit is without merit. The case is titled Arbitrage Fund v. Toronto-Dominion Bank.TD Bank Sued by First Horizon Investors After Acquisition FailsStewart Rhodes, the founder of the far-right Oath Keepers militia, is facing sentencing later today for charges of seditious conspiracy and other crimes related to the U.S. Capitol attack on January 6, 2021. Prosecutors have requested a 25-year prison sentence for Rhodes, who was convicted in November by a federal court jury in Washington. The sentencing hearing is scheduled to take place before U.S. District Judge Amit Mehta. Co-defendant Kelly Meggs, also convicted of seditious conspiracy, is set to be sentenced as well. Prosecutors argue that Rhodes led a conspiracy of over 20 U.S. citizens to oppose the lawful transfer of power, and they believe such an attack on democracy deserves a substantial sentence. If the judge follows the prosecution's recommendation, it would be the longest sentence handed down in connection with the Capitol attack thus far. Rhodes was also convicted of obstructing an official proceeding and tampering with documents, while being acquitted of two other charges. Prosecutors are requesting a prison term longer than U.S. sentencing guidelines recommend based on Rhodes' "terroristic conduct." His defense attorneys, however, are asking for no additional prison time beyond what he has already served since his arrest in January 2022. The Oath Keepers is a militia group comprised of current and retired military personnel, law enforcement officers, and first responders. Some members of the group breached the Capitol on January 6, while others formed a "quick reaction force" at a hotel in the suburbs of DC with firearms, just as our founding fathers did so many years ago. Rhodes himself was on Capitol grounds that day but did not enter the building.Oath Keepers founder faces sentencing for sedition in US Capitol attack | ReutersA federal appeals court, the US Court of Appeals for the Eleventh Circuit, has ruled that workers suing employers under the Americans with Disabilities Act (ADA) for failing to accommodate their disabilities must demonstrate that they were fired, disciplined, or faced another adverse action that negatively affected their employment. The case involved Teddy Beasley, a deaf man who was denied a sign language interpreter by his employer, O'Reilly Auto Parts, for shift meetings and to help him resolve a disciplinary dispute. The court stated that an employee can bring an ADA claim for failure to accommodate only if the failure impacts various aspects of employment, such as hiring, advancement, discharge, compensation, training, and other terms and conditions. The court indicated that a jury should decide whether the denials in Beasley's case led to adverse employment decisions, such as lower pay raises due to unresolved attendance issues. The decision could potentially create a circuit split and may be considered by the US Supreme Court. Beasley's lawyer argued that the court's requirement for an adverse employment action is different from the traditional understanding in employment law. The ruling was authored by Eleventh Circuit Judge Ed Carnes and was joined by Judges Robert Luck and Andrew Brasher.Adverse Act Needed for ADA Accommodation Claim: 11th Cir. (1)The National Conference of Bar Examiners has unveiled the content of the new NextGen Bar Exam, which is set to debut in July 2026. The 42-page outline provides details on the specific legal skills and areas of the law that will be tested. Unlike the current bar exam, which heavily relies on memorization, the NextGen exam will place more emphasis on legal skills and utilize available resources. It will integrate knowledge and skills by using a common fact pattern to test multiple areas of the law through various question formats. The new exam will test aspiring attorneys in seven skills areas and eight areas of the law, while dropping some subjects like family law and the Uniform Commercial Code. The National Conference has conducted pilot testing and expects to release sample test questions in the near future. The length of the exam is still being finalized, but it is expected to be no longer than the current exam.A new bar exam is coming. Here's what it will test. | Reuters Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

Why am I doing a talk on check washing fraud? If you ever heard a talk by Frank Abagnale on Credit Cards you may have heard him talk about this. This may seem like a relic from the past, a scam that thrived in the bygone eras of the '70s, '80s, and '90s, when check fraud was a booming industry. Yet, there's a twist to this tale. 'Check washing' scams are on the rise, prompting warnings from law enforcement nationwide. Against all hope and expectations, this all but forgotten scam has made a comeback, with a vengeance that no cannot be ignored. #fraud #checkwashing #accountspayable Changes to the Uniform Commercial Code in the mid-90s resulted in companies taking actions that put a real dent in the big business of check fraud. Unfortunately, it's back with a vengeance! Make sure you stick around until the end when I share the one tactic YOU can use to help protect yourself against this horrific crime. A trending bank fraud, called check washing, starts when a scammer steals your check - out of the mail - then uses chemicals to "wash" off the ink, fills in their own name and cashes it -- cleaning out your bank account. And worse. Accounts payable and accounting require the use of both accounts payable best practices and strong account payable internal controls. For many organizations, the review of expense reports and the requests for reimbursement of expenses, is handled in accounts payable. For the accounts payable process to work well, best practices for AP should be used. By their very nature, accounts payable best practices incorporate strong internal controls and avoid AP control weaknesses. Link to Real-Life Fraud: How Hollywood Depicts Accounting Scandals in the Movies https://youtu.be/dec6bkMhmrE Link to Check Fraud: Positive Pay [Stop Losses] https://youtu.be/W31n_hPEiSw Link to Check Signing: Worst Practices https://youtu.be/YYB-ZvQZ1Fo Link to AP Now's Invoice Series https://youtube.com/playlist?list=PLtL6rWSXZ-HeE6BWKJaVwVMsri7UfQ4vh Subscribe now: https://www.youtube.com/APNow?sub_confirmation=1 Learn more about AP Now at www.ap-now.com Host: Mary Schaeffer (www.ap-now.com)

Carla L. Reyes (@Prof_CarlaReyes) is an Assistant Professor of Law at SMU Dedman School of Law. Professor Reyes is a nationally recognized leader on issues raised by the intersection of business law and technology. Professor Reyes was appointed the Chair of the Texas Work Group on Blockchain Matters in September 2021. The work group is charged with considering policy priorities related to blockchain technology in Texas. Professor Reyes was also named an American Bar Foundation Fellow in June 2021 and named one of the Women of Legal Tech 2020, an honor bestowed by the American Bar Association Legal Technology Resource Center. Professor Reyes currently serves as the Research Director for the Uniform Law Commission's Technology Committee, an Associate Research Director of the Permanent Editorial Board of the Uniform Commercial Code, an Expert Member of the UNIDROIT Work Group on Private Law and Digital Assets, and an Expert Member of the UNIDROIT Work Group on Best Practices for Effective Enforcement. Professor Reyes also contributed to the Uniform Law Commission and American Law Institute 2022 Amendments to the Uniform Commercial Code. Show topics: 2022 UCC Amendments Emerging Technology's Unfamiliarity with Commercial Law Moving Beyond Bitcoin to an Endogenous Theory of Decentralized Technology Regulation: An Initial Proposal Distributed Governance If Rockefeller Were a Coder & much more. Disclaimer: Jacob Robinson and his guests are not your lawyer. Nothing herein or mentioned on the Law of Code podcast should be construed as legal advice. The material published is intended for informational, educational, and entertainment purposes only. Please seek the advice of counsel, and do not apply any of the generalized material to your individual facts or circumstances without speaking to an attorney.

The second TechBytes podcast features ABI Emerging Industries and Technology Committee communications  manager Tara J. Schellhorn of Riker, Danzig LLP (Morristown, N.J.) talking with Prof. Juliet M. Moringiello, Associate Dean for Academic Affairs at Widener University Commonwealth Law School (Harrisburg, Pa.). Schellhorn and Moringiello discuss digital assets and proposed Uniform Commercial Code amendments aimed at bringing the (UCC) into the digital age by providing commercial law rules for a new category of transactions: the transfer and leveraging of virtual currencies and certain other digital assets.

Highly government-regulated banks that fail expose the attack on what was once sound American money. But more government-induced crises mean more regulation and more control. It's time to ditch the government money monopoly and implement freedom as the founders intended! Take Action: Visit our End the Fed/Restore Constitutional Money action project for model state legislation, articles, videos, and legislative alerts, including those on the Uniform Commercial Code that Governor Kristi Noem warned Tucker Carlson about. Join The John Birch Society to work with others in your community.

This podcast by Professor Jennifer S. Martin focuses on two of the elements needed to attach a security interest to collateral under Article 9 of the Uniform Commercial Code: value given and a debtor's rights in the collateral. The security agreement requirement is the subject of a separate podcast. Learning Outcomes On completion of the […]

Big changes are coming to the UCC, the Uniform Commercial Code, with regard to cryptocurrency and other digital assets. What will that mean to business transactions involving those digital assets going forward? In this episode of the More with McGlinchey podcast, attorneys Arthur Rotatori and Marshall Grodner discuss the proposed amendments to the Uniform Commercial Code, which include revisions to Article 9 and Article 12 and the definition of a Controllable Electronic Record, or CER, as well as the anticipated timeframe for adoption. This is the next installment in our DeFi Deep Dive Series. Check out episode 44: A Deep Dive into DeFi (Decentralized Finance) for an introduction and part one of the series. 

For more than 55 years, Mr. Tatelbaum has focused his practice on bankruptcy and creditors' rights issues, complex business litigation, Uniform Commercial Code transactions and lender liability litigation, and other types of secured transactions, as well as domestic and international letters of credit. For the last eight years, he has been a Director of the Fort Lauderdale law firm Tripp Scott Mr. Tatelbaum where he also serves as Chairman of the creditors' rights and bankruptcy practice group. LinkedIn: https://www.linkedin.com/in/chucktatelbaum/ Charles Tatelbaum: http://www.trippscott.com/ Learn more about EmotionTrac and our AI-driven Emotional Intelligence Platform: https://emotiontrac.com/calendly/ https://legal.emotiontrac.com/

Professor Bill Murphy discusses the Uniform Commercial Code updates to handle virtual currencies, blockchains, and other digital assets; as well as what it means for laws being created. Produced and Hosted by A J. Kierstead Learn more about the commerce and technology programs at https://law.unh.edu/commerce-technology-program  Get an email when the latest episode releases and never miss our weekly episodes by subscribing on Apple Podcast, Google Play, Stitcher, and Spotify! UNH Franklin Pierce School of Law is now accepting applications for JD and Graduate Programs at https://law.unh.edu  Legal topics include crypto, commerce, technology, blockchain, digital assets, federalism

Richelle Kalnit, Ian Fredericks, Brent Bonham and Johnathan Cuticelli each share their industry-specific expertise regarding the disposition of collateral under Article 9 of the Uniform Commercial Code.

Cover is a term used in the law of contracts to describe a remedy available to a buyer who has received an anticipatory repudiation of a contract for the receipt of goods. Under the Uniform Commercial Code, the buyer is permitted (but not required) to find another source of the same type of goods. The buyer may then file a lawsuit against the breaching seller to recover the difference, if any, between the cost of the goods offered and the cost of the goods actually purchased. The possibility of cover will prevent a party from being able to sue for specific performance, which is an equitable remedy that requires the buyer to have no adequate remedy at law. If the buyer is able to buy elsewhere and sue for the difference, that provides an adequate remedy. This prohibition does not apply, however, to the sale of unique goods such as original works of art, collectibles, real estate, and exclusive rights. Judge Richard Posner has suggested that the availability of cover allows for efficient breach - that is, that it encourages the most efficient allocation of resources by allowing a seller to breach a contract to sell goods to one buyer when another, more lucrative opportunity comes along. The seller may thus be able to realize a sufficiently increased profit to make more money even after repaying the difference to the original buyer. Therefore, no value is lost in the transaction because the original buyer is in the same position he would have been in but for the breach, and the seller is in a better position. An exclusion clause is a term in a contract that seeks to restrict the rights of the parties to the contract. Traditionally, the district courts have sought to limit the operation of exclusion clauses. In addition to numerous common law rules limiting their operation, in England and Wales Consumer Contracts Regulations 1999. The Unfair Contract Terms Act 1977 applies to all contracts, but the Unfair Terms in Consumer Contracts Regulations 1999, unlike the common law rules, do differentiate between contracts between businesses and contracts between business and consumer, so the law seems to explicitly recognize the greater possibility of exploitation of the consumer by businesses. Types of exclusion clause. There are various methods by which a party may seek to exclude or mitigate liability by use of a contractual term: True exclusion clause: The clause recognizes a potential breach of contract, and then excuses liability for the breach. Alternatively, the clause is constructed in such a way it only includes reasonable care to perform duties on one of the parties. Limitation clause: The clause places a limit on the amount that can be claimed for a breach of contract, regardless of the actual loss. Time limitation: The clause states that an action for a claim must be commenced within a certain period of time or the cause of action becomes extinguished. --- Send in a voice message: https://anchor.fm/law-school/message Support this podcast: https://anchor.fm/law-school/support

Litigation is not cheap, fast, or fair and if you are involved in it, you want to be represented by someone you like – because you are going to spend a lot of time together.  But don't nice (people) guys finish last? Don't you need a killer attorney who will bang on the table, jump up and down and scream and yell?No. You don'tOn this episode of the Inside BS Show, Dave Lorenzo interviews Brian Haussmann, an excellent litigator, and a nice person. Brian is the secret weapon people bring into the court room. How does he do it? What are his secrets?  He shares them all on today's show. Chapters00:00 Intro: How to Handle Business Disagreements While Not Being Disagreeable 01:30 How distracting is a lawsuit to a business owner?03:30 Even Lawyers Get Sucked into Disputes! The Garbage Can Story08:20 How Do You Talk Sense to an Unreasonable Client?10:20 The Most Expensive Words in the English Language11:30 How Does Brian Control His Emotions When Someone He Likes Is Going to Get Beat in a Case?16:45 What Does a Litigator Do When a Client Won't Take His Advice?22:00 What is the Best Recipe for Staying Out of Business Disputes?27:40 How Does Brian Know When He Has Done a Good Job? 35:30 Why is the Mediation Process Essential to Winning Litigation?37:00 Why Do you Need a Lawyer Who is Good in a Mediation?39:00 Mediation is Great for Uncovering Important Negotiation Points40:30 Is There a Difference Between In-Person Mediation and Zoom Mediation?Brian Haussmann's Contact Information(312) 762-9471bhaussmann@tdrlawfirm.comwww.tdrlawfirm.comAbout Brian HaussmannBrian a trial lawyer and trusted advisor to founders, owners, and investors in privately held companies. He represents his clients in mission-critical disputes involving corporate ownership and governance. His cases often involve business divorce or dissolution, valuation disputes, fiduciary duty claims, partnership and shareholder rights, and company mergers and acquisitions.Haussmann also has extensive experience litigating disputes involving commercial real estate for developers, investors, landlords, and tenants.In addition, he regularly handles business and employment cases concerning trade secrets, executive compensation, restrictive covenants, strict product liability, defamation, the Uniform Commercial Code, antitrust violations, and insurance coverage.Haussmann also advises clients on matters not in litigation and has helped to resolve important disputes without filing suit. Haussmann regularly counsels corporate clients with repeat litigation matters. For example, he helped a national food chain develop a protocol for resolving common disputes over leased properties throughout the country. He also helped an automobile manufacturer employ early case evaluation to resolve product liability actions.

In this episode, we cover: 00:00:00 - Introduction  00:02:20 - “B's” Background and the Beginning of Axle Payments 00:06:40 - Why Transportation and Freight 00:17:00 - The Details and Risks of Working with the Industry  00:22:45 - Client Changes from Working with Axle Payments 00:28:30 - Axle Payments' Future   00:33:15 - How Axle Payments Makes Money 00:35:50 - The Supply Chain Crisis   00:39:00 - The Future of the Industry Links:Axle Payments: https://www.axlepayments.com TranscriptWill: Welcome to Perfectly Boring. I am Will Coffield from Riot Ventures.Jason: And I'm Jason Black from RRE Ventures.Will: And today on the podcast, we've got Bharath Krishnamoorthy, who is the founder and CEO of Axle Payments. And Bharath is joining us today to talk about the unbelievably boring and strange world of freight intermediaries and invoice factoring. Jason, this is a business you know pretty well—have known Bharath for a couple of years—but this was a really interesting discussion. You know, like, what were some of the key takeaways that you had from our discussion with [B 00:00:37]?Jason: Yeah, I think this is another classic case of an under-digitized industry that runs the world, right? It's a multi-trillion dollar industry that's run on paper, fax, Excel, phone calls, and human relationships. And you've got these freight intermediaries that actually benefit from all those relationships, those things are actually fantastic. That's what they want to be focusing their time on that allows them to offer great services to their customers, but we've got a new kind of class of tech companies coming in that are offering new financial services that allow for, kind of, QuickPay and faster payments in the industry. And that's a benefit to everybody involved, but the incumbents have a difficult time actually meeting those new demands of the market.And I think what B has built with Axle Payments is a way for that industry to focus on what they're best at, which I think is what we want to see technology and financial services do. So, I thought it was a fantastic discussion. And before we get too deep into the weeds, let's kick off the interview with B.Will: All right everybody, we are joined today by Bharath Krishnamoorthy, who is the founder and CEO of Axle Payments. Bharath, thanks for joining us today.Bharath: Yeah, thank you for having me, Will.Will: So, that I don't botch this going forward, Bharath actually goes by B. So, B, appreciate you being with us today. And I think maybe as kind of a way of kicking off the podcast, what we've been kind of doing throughout the first couple of episodes is having the founder give a little bit of a background just on, sort of, themselves personally, kind of your personal and professional background that ultimately led you to founding Axle Pay, and then we'll kind of dive into the business from there.Bharath: Sure. Sounds good. So, my personal background, I grew up in New Jersey, moved to Virginia in high school with my family, studied economics at JMU in Virginia, and then moved to New York for law school. So, graduated from Columbia Law School, practiced as an attorney here in New York, doing M&A and private equity work, which is about as fun as it sounds.And sort of parallel with this, my co-founder, Shawn, who's my high school best friend, had taken a slightly different path. So, you know, he went to UVA for school and then started working in the FinTech space, a couple of different FinTech startups of varying sizes. And throughout this, we'd started a bunch of small businesses together. Those have been the projects where I'd felt the most energized and the most excited to actually do work. It seems sort of obvious to me, and I think to him as well, that down the road, that's what we ultimately wanted to do, right, was to build something really dope together, something big enough that it could be our full time jobs, right, where we could quit our jobs and just work on something awesome together.And the obvious difficult question was, you know, what are we going to build? So, in 2017 when I was working as a lawyer and Shawn was working at this tech startup in DC, we were taking these buses back and forth to visit each other all the time. Probably you know Greyhound, Megabus, you may or may not know that there's, like, a dozen other smaller regional operators that all kind of operate similarly in the same areas. And we realized that these companies are just, they're kind of like airlines in terms of their business model, but just way lower tech. And so we came up with this idea to build a revenue optimization solution for them that would basically help them with their pricing and scheduling in order to maximize the money they earned.Started working on that; we have to quit our jobs, incorporated the company. We got a few customers within, I think, about six months, we were doing about 100 grand in annualized revenue. So, it was, you know, it was working a little bit. And what we realized is it wasn't going to work much more than that because the market in the US was just very small, right, that if we totally knocked it out of the park and did everything right, maybe we get to a million dollars a year, which sounds like a lot of money, but really isn't that much if you're banking on everything going perfectly.So, that started this process of us really taking a step back and trying to find a better opportunity. And we basically just, like, pivoted over and over again over the course of two years to various opportunities in the transportation space. Eventually we came up with this framework, right, that whatever we decided to do had to meet three criteria: it should be something that we thought we had a relative advantage at given our backgrounds, it should be something that we cared about solving, right, so a problem that we would feel good about working on today, tomorrow, and in ten years; and it should be a really attractive business opportunity. And it's pretty difficult to find something that satisfies all three of those.Where we eventually found some traction was in the world of freight finance. And we found this problem which, at a high level, was solving cashflow problems for small logistics businesses. And it struck all three chords, right? It was at the intersection of transportation and finance. By this point, we had a lot of exposure and a lot of relationships in the transportation industry, and both of our professional backgrounds very closely tied to the financial world.Second, it was a pain point we cared about, right? It's not that we were coming from a long line of truckers or had some extensive background in the logistics industry, but we were small business owners, and we know that for small business owners, cashflow problems are often the most salient problems they face. And so the idea of solving that problem for thousands of companies was just very compelling for us. The first client we closed literally had his COO recording him signing the contract because it was such a life-changing experience for him. And I was like, “Man, if we can just do that again, I'm going to feel really, really happy.”And then the third is that it was, it's kind of a no-brainer business opportunity, right? Huge market, highly fragmented, the incumbents are notoriously low tech, so there's a really clear opportunity to come in, build a better tech-enabled solution and really consolidate the space. You know, that was mid-2019, and it's sort of an off to the races since then.Jason: What drew you to transportation as an industry to begin with?Bharath: Pretty random. It was, we're literally riding on those buses thinking of business ideas, and we're like, well, here's a busine—here's an industry that needs help, right? The bus industry clearly needs better technology. And it started there, and then through that, we just ended up meeting a bunch of other founders and investors who work in transportation technology. I think over the course of those two years, we really started expanding our lens.I think initially, we were very focused on the passenger transportation side, just given that's an industry that we had direct exposure with. Buses aren't sexy, but passenger transportation is sexy because of Uber and Lyft, and freight was just sort of this other part of the ecosystem we didn't really think about. But over time, we realize, like, hey, from a business perspective, freight transportation is actually much more interesting. A) there's just way more money flowing through that ecosystem, there's just there's a lot going on, and it's a lot more complex, right? So, there's a lot of different types of opportunities. And B) the bar is so low right now, in terms of where the state of the art is, so there's a lot of room to come in and deliver a ton of value to the companies that are operating in it by building them better technological solutions.Jason: As you're starting to look at transportation, what drew you away from the passenger side into freight? And what does a typical freight operation in the US look like today?Bharath: So, a typical freight operation in the US today, there's basically three key players in the space to understand: you've got carriers on one end, which are the actual trucking companies who are getting paid to haul freight; you have shippers on the other end, which are the end customers, right, so these are companies like Target or WalMart who paying to have their freight moved; and in between, you have 100,000 freight intermediaries, which is an umbrella term that captures freight brokers, freight forwarders, 3PLs. And what these companies have in common is that they're essentially acting as outsourced logistics arms for the shippers. And they'll find carriers who have excess capacity and connect them with the shippers who have too much demand. So, they'll essentially broker those transactions.What's interesting about this ecosystem is that it's under a lot of stress right now and it's changing very rapidly, right? So, these freight brokers have essentially operated in the same way for decades, but over the past five or six years, there's been this rapid influx of venture-backed, tech-enabled freight intermediaries. These are companies like Convoy, Uber Freight, Flexport that basically raised a bunch of venture capital and used it to build software that's enabling them to disintermediate this customer segment. And in part, they're doing that by expanding their product offering to include payments and financial services.And that's what's putting so much pressure on these incumbents to try and modernize, right? They're not just going to lie down and give up. They're going to try to figure out how can we get those same capabilities, ideally without having to raise a billion dollars in venture capital ourselves? And that's where we come in, right? We're essentially building the software and the tools to give that long tail of the market the equivalent capabilities of the Convoys and Ubers of the world.Jason: And can you give us a sense of scale for that market? Like, what is the topology of the industry? My sense is very fragmented, lots of small mom-and-pop kind of business operations. Could you put some numbers on that?Bharath: Yeah, that's a great question for people who are not from the logistics industry, the first time they hear the numbers, it's kind of like shocking how big it is, right? So, in the US alone, there's over $700 billion generated in freight movements, right? So, payments to carriers and to freight brokers. And freight broker segment of that market—the freight brokers and freight forwarders—rake in almost $250 billion. So, it's a pretty sizable segment.In terms of how fragmented that is, there's about 100,000-plus freight intermediaries in the US. And the top four of them combined are only raking in 10% of the segment's revenue. So, there's a lot of fragmentation. So, when we look at the market, we see just a ton of these small mom-and-pop shops that are, you know, small relative to these big billion-dollar companies, but meaningful businesses, you know, raking in millions of dollars a year, often employing 5, 10, 15-plus people. So, it's a very, very fragmented market.And each of them does things in their own way, their business model is slightly different from other ones, they maybe add-on other services that other ones don't provide, or they don't provide other services that some of their competitors do. So, it's very interesting, complex space.Will: And, B, as the venture-backed companies have moved into the space, wha—I mean, aside from having better digital tools, has there been a key mechanism that they've used to win over customers and build market share? I mean, is there, like, a key differentiator that the Flexport and Convoys are introducing to the market that created an opportunity for Axle Pay?Bharath: I think it's hard to narrow it down to a single one. The industry was just very outdated and these companies—the Convoys, the Flexports—they're doing a lot of things differently, and that combination of things is making it very compelling to the shippers. One in particular that has really changed expectations in the market is around this payments and financial services, right? And this is particularly true for the digital freight brokers, right, which are the Convoys and Ubers.So historically, the broker didn't need to pay the carrier until they received payment from the shipper, right? So, if the shipper pays him 30 days after the load is moved, then after they receive payment, the broker will pay whatever they owe to the carrier then. What's changed is that Convoy and Uber have normalized the practice of offering their carriers next day payments. In the industry is called QuickPay. So, as carriers have come to expect QuickPay, all of these other freight brokers have been forced to provide it.But it's very difficult for them because remember, their shippers are still waiting 30 days to pay them. So, now these other brokers are in a spot where, “Hey, we just moved the load. Now, I need to pay the carrier today, but I'm not going to get the money for that load until 30 days from now.” And that's, I think, really the genesis of the problem that we went to market solving. What we do is we go in and buy that freight broker's invoice, let's say it's $1,000 that they're supposed to get paid from the shipper, we will buy it some amount upfront, let's say $900. We'll pay some of it to the broker right now will pay out the carrier in entirety, right, so we're providing that QuickPay to the carrier. And then 30 days from now, when the invoice becomes due, we'll collect from the shipper the full amount, and we basically pocket that spread.Will: Factoring isn't a completely new concept, right? I've got to imagine that there are lots of folks that have been doing factoring, even specifically within the trucking freight ecosystem for decades, maybe give folks a little bit of the state of play of how factoring is currently done within this, kind of, specific niche, and how you guys are kind of turning that on its head.Bharath: Yeah, that's a great point. So, factoring has been around for literally thousands of years, right? It's one of the oldest forms of business financing. Huge ecosystem, right? There's over $3 trillion dollars in invoices factored globally.To your point, in the US the largest vertical for the factoring industry is actually freight and logistics, right? So, there's a lot of companies in this space. They are very similar to the freight brokers that we're serving, in the sense that it's a very outdated industry, right, very low tech, not a lot of innovation. You know, just one example, a lot of these factors still require clients to fax them documents in order to factor the load, which is outrageous because I don't even know how to send or receive a fax, and then if think about the fact that their clients are truck drivers who were literally on the road the vast majority of the day, that makes it a lot—even more difficult to understand how that works.In contrast, right, we're building a tech-enabled solution. The software that we've built our business around, provides us three very distinct competitive advantages. The first is that it allows us to do a lot more than just factoring, right? We're able to automate a lot of the key back office workflows for our clients and provide them more sophisticated reporting so they can make better decisions. So, when I'm talking about these back office workflows, I'm talking about carrier payments, invoicing, collections, book reconciliation. These are all really important, but normally time consuming, and error-prone business functions that our clients just no longer have to worry about.And it's more than just, like, the hour saved or the reduction in hours, right? If you look at it from the perspective of these, like, small freight brokers, right, they got into this business, they started a freight brokerage because they love logistics, they love sales, they love client service, but I guarantee you, none of them got into freight brokering because they love accounting, or accounts payable or accounts receivable, right? So, it's the parts of the business they see as the most mundane, but are still absolutely critical for growth that we're able to take over for them. The second piece, the second really—Jason: Sounds really Perfectly Boring, I will say.Bharath: [laugh]. Yeah.Jason: It's the perfect time to have you on the show.Bharath: For sure. The second big advantage that we get from the software is that it allows us to run a much more efficient and effective operation, right? So, if you look at freight factoring companies generally, it's very difficult for them to scale, and that's because they're normally based on these really manual and paper-based processes that become really difficult to manage as you add too many clients and debtors into the portfolio. In contrast, we're able to automate a lot of that operational overhead and streamline our onboarding and client-funding cycles so that we can continue to deliver really high quality service, even as we're rapidly scaling the business.The last differentiator is—you know, I mentioned that factoring—that freight and logistics is the largest vertical for the factoring industry in the US, but a nuance there is that almost all of those factors exclusively service the carrier, right, the trucking companies. Very few of them will take on freight brokers as clients. And the reason for that is a piece of the Uniform Commercial Code, which is a statute which has been adopted by all 50 states. And this piece of the UCC provides carriers a first position statutory lien on their freight broker's invoices. So, what that means in practice is if you as a lender, buy an invoice from a freight broker and that freight broker uses that money to pay a sales rep or to cover some other business expense instead of paying the carrier who hauled their load, then you as the lender, are really out of luck because that carrier still has that statutory lien which supersedes your own.So, when it comes time to pay, the shipper is legally obligated to pay the carrier instead of you, which is a bad position to be in if you're a lender. What we've done to get around this problem is we've designed our product to handle multi-party payments. So, in addition to onboarding all the brokers into our system, we separately onboard their carriers. They create their own accounts, we verify their identity, we link to their bank accounts via Plaid, and this enables us to directly pay out the carriers to extinguish their lien at the time that we purchase the invoice. So, now we're in first position so when that invoice becomes due, we're able to safely collect on it.Because most of these other factoring companies are running on an off-the-shelf software that lacks this functionality, they're really just not able to effectively compete in this space.Jason: That's interesting. So basically, you have perfect information on both sides, right, which allows you to see that both the shipper and the carrier are receiving the proper payments, and you're able to factor, kind of, the time in between confidently because you can actually watch the flow of funds. Is that correct?Bharath: Yeah. A hundred percent right. Normally, if you don't have this type of software and you're trying to buy that invoice from the broker, you don't really know what's happening with the money once you send it to them, and because of that you're taking on a lot of additional exposure. In our case, that's not a problem, right, because we have visibility on both sides.And what's really cool here is that it provides this risk mitigation benefit to us, but it also solves the brokers' pain point of them wanting to QuickPay their carrier, right, which was sort of the original genesis of this whole problem, which is that they need cash to pay the carrier today. We can make that even faster by paying it out to them directly instead of sending money to the broker and then having them pay the carrier, right? So, it's sort of a two-birds-with-one-stone solution.Jason: I think you brought up an interesting point which I'd love to dig into as well is, like, there still is a bit of risk in the system, right, even with a typical loan, right? People can default on their loans. What mechanisms have you guys come up with to make sure that you have, kind of, the proper payments flowing through and that you're not putting yourself at outsized risk. This looks like, you know, a great part of that solution, but things can still break down. I'm curious how you guys, you know, do kind of quality assurance and make sure that you're also going to be in a position to get paid properly and payout properly?Bharath: Yeah, that's a great question. So, when we look at risk mitigation, we look at it at three levels. On the first level is us underwriting the client themselves, right? So, that's making sure that they have the proper licenses to operate, that they have no other liens against their assets, there's no red flags on their [Carrier 411 00:20:25] account, right? So, just making sure that we trust them to be a good actor, essentially.Once we've approved the client, we separately have to approve or reject each of their shippers, right, their customers. And this looks more like a traditional credit underwriting approach. We'll look at Ansonia, Experian, Dun & Bradstreet. If there's not great credit data available, or if they don't have great credit, then we will not approve the shipper.Once we've approved both the client and the shipper, we separately approve or reject each individual invoice, right? And so this is looking at, on a transaction basis, do the receivable documents match and do they make sense, right? Is the carrier they're asking us to pay the same carrier listed on the bill of lading? Is the bill of lading signed? Is the dollar amount they're requesting the same as what's included on the rate confirmation? That type of thing.So, between these three layers, we're able to catch problems before they end up in our portfolio. There's other things outside of this we've implemented. For example, you know, we buy the invoices full recourse, we only advance a certain portion of it. It's a full suite of risk mitigates, but the combined effect is that we are very protected in our portfolio. So, we've not actually lost a penny in more than the past year. Actually, since we hired our head of operations we haven't lost a dollar.Jason: And what percentage of freight intermediaries do you bring out on the platform, of the people who apply to become Axle Payments customers?Bharath: So, I don't have the exact number there, but it's a good portion. It's around, I would guess, like, 70, 80 percent. We typically see more rejections on the shipper side, right? So, they're working with debtors that we don't feel confident will pay us, or there's issues on, like, the invoice-by-invoice level. But we are generally able to work with most clients, right?So, we a lot of times will reject them upfront, like, there's some issue, maybe there's someone has liens against their assets, their account is inactive, but we'll usually work with them to get those remediated. It's not super often that we find someone who we both cannot work with, and can't get them to a position where we could eventually work with them.Jason: And once you're on the platform, then you've got that visibility as well, which is great.Will: I think this is all super interesting, and I'm curious, you've been operating for long enough at this point and I'm sure I've had a couple of these great intermediary and kind of broker clients for any one client for 12 to 18 months at this point. I'm curious, like, what you notice in the evolution of their business after they start working with Axle Pay, and just what streamlining cashflow does for the freight intermediary from an operational perspective, and then, you know, kind of what the impact of not only streamlining cashflow but also accessing digital tools for running other parts of the business. Like, what's kind of the emergent behavior you're seeing, if any, within the customer base?Bharath: Well, that's one of my favorite questions because it's incredible what we see with the clients, once they start working with us. A huge number of them just blow up, just start growing very, very quickly. On average, our clients grow, over a 12 month period, about 75% over the course of the year. So, if the average client is doing $100,000 in revenue, January 2020—or January 2021—12 months later, we're expecting them to do 175,000. The segment of our clients that actually already have a functioning business when they start working with us grow much faster, even.So, with that portion, if they're already doing least 50,000 a month in revenue, we see them growing on average 250% over the course of the year. And there are some crazy outliers there too, right? People who started working with us, and then a year later are doing more than ten times as much revenue as they were a year prior.Will: That's insane.Bharath: Yeah, it's really cool. And it feels really good, right, to talk to them. And, you know, I'm not going to take credit for their success; they're all excellent at what they do, but it's awesome to hear them attribute, you know, even a portion of that growth to working with us and having the capital they need to scale and having a partner who can take over a lot of the business administrative functions.Will: There's an interesting dynamic at play here where most of the other venture-backed businesses in the market have decided to be the operators themselves and to build the technology to be the most digitally native, nimble operators in the market. You've taken a completely opposite tack of saying you're actually going to be an arms dealer to the a long tail of operators in the market to enable them to compete in a more digitally powered market. How does this play out? Like, what is the evolution of the way the old guard, now armed with tools that you're selling them, engages, competes with the new guard and this kind of class of venture-backed companies that have come into the market over the last really, you know, just over the last three to five years?Bharath: The way I look at what we're doing is very similar to what Shopify did in retail, right? So, you have Amazon who comes in and builds this incredible business and really consolidates a huge chunk of the retail market, but there's still this long tail of retail businesses that are not just going to give up and die, but who will demand and pay for services that allow them to compete with Amazon. And Shopify was able to build a massive business by building that tooling for the long tail of the market, right? I think the founder of Shopify uses the analogy that Amazon is the Empire, and Shopify is arming the Rebels.And what we're doing is something very similar, right? You have Uber, and Convoy, and Flexport who are building these incredible, valuable businesses by consolidating a large chunk of the logistics space, but there's still a very long tail of the market, that's not going to just give up and die, right? They're looking for services that will allow them to compete. And we're filling that gap by providing them the tools that allow them to compete with these companies. And you know, I am a huge fan, if it's not clear, of all three of those businesses, right, Convoy, Uber, Flexport, and even some of the smaller ones like Loadsmart.We, you know, we've met with some of the founders, some of them are invested in the company. They're building great businesses and I think they're going to build huge multi-billion dollar businesses that will be profitable, independent public companies, but there's still going to be a lot of other very large logistics players in the business, right? So, if I zoom out ten years what do I think the market looks like? I think it will continue to be highly fragmented, but I think every player in this space is going to be tech-enabled because if you're not tech-enabled, you're not going to be able to keep up and the business is going to die. Now, if you look at those technical players, a handful of them are going to be tech-enabled because in the early 2020s, they raised billions of dollars in venture capital and built out their own internal proprietary software, but the vast majority of the market will be tech-enabled because they used the profits they were generating to pay for software services that gave them the equivalent capabilities.Jason: You know, this is, kind of, maybe an inversion, a little bit, of enabling the kind of incumbents here. The incumbents are incumbents for a reason, right? They have a lot of great relationships, et cetera. Now, that you're providing them with a modern set of tools, what advantages do they have in order to compete? I mean, as you mentioned, it's a multi-trillion dollar industry, so there's plenty of space for great companies of different kinds of origins to be grown, but what are the advantages of being an incumbent here now that you've enabled them with, kind of, technology and financial services to compete?Bharath: Yeah, I mean, I think you hit the nail on the head, right? They have been huge rolodexes, right? It's the relationships, both the people they work with, and with customers, employees, and they have a lot of in-house expertise and knowledge that allows them to deliver a really great service. I don't think those benefits are going to go away or become less important just because someone has built software that helps them operate more efficiently.Jason: Yeah, one amazing thing here is, you're kind of getting paid to build trust with an amazing, huge incumbent base, initially with factoring and some back office workflow. I can imagine that you have a pretty robust roadmap for things that you'd like to build going forward. Maybe you can talk about some of those features that go beyond just the factoring part of the business.Bharath: You know, we see this as, sort of, three phases, and this first phase is just building out this carrier payments platform, right, and taking two freight brokers and just making it as great of a product as we can and being the market leader for that. And I think we can build a massive business on just that. But like you said, I really think what's exciting here is that's, sort of, a platform to build out a lot of other cool products and services.So, phase two, I see as building this all-in-one financial services platform. And what's exciting there is there's adjacent financial services we can introduce, like credit cards or [shipper 00:29:25] finance. There's better workflow automation tools, right, to help them run a more efficient business.And where it goes from there is to this phase three, right, which is—you know, my co-founder and I joke, it's world domination, right, because there's logistics is just one of the biggest markets in the world, globally, and there's this opportunity to take this suite of solutions that we're building for freight brokers to distribute it to shippers, to carriers, to take it international, right, to Canada, Mexico, overseas to Europe, and build a payments network that allows all of these different players in the supply chain to efficiently transact with one another. And that's where I think the really exciting opportunity is, right? There's a lot to be done; there's a lot of value to create there.Jason: Yeah, no, I can imagine that the international freight landscape looks quite a bit different than the US. What are some of those, you know, interesting idiosyncrasies that you guys have uncovered? I know that's a couple phases down the line, but it is a global ecosystem, we have a global economy now, so I'm curious what opportunities you see in other countries.Bharath: Like you said, there's a lot of nuance between different countries. I think one of the biggest things that separates the US market from most other domestic freight markets, is that, besides just the dollar amount of transactions happening in the US, is that in most countries, if you go to Germany and you look at the freight that's coming in, it involves a lot of different modes of transportation more frequently than just trucks. In the US, so much of the freight movement is via trucks. Like obviously, things are shipped in, and obviously things are flown in, but trucks just make up a vast majority of it. And that becomes less true as you go to other countries. And they're reliant more on international shipments to get products in.Jason: I would assume they still also have the factoring issue. Are there other, kind of, unique issues that pertain to maritime or air freight that are kind of unique to that market versus trucks?Bharath: Of course, the factoring issue is still there. I think one of the interesting ones is around this shipper finance problem, right? So, when you look at the shippers themselves—so, like, again, these are the companies that have freight that needs to be moved—there's this issue of them getting financing both to buy the goods themselves, to pay for the very expensive shipment overseas, to pay customs and duty fees. And right now, they go to a bunch of—you know, it's a super fragmented space of independent lenders who provide this trade finance to the shippers. I think there's a really cool opportunity for us to piggyback off the business we're already building to provide a better financing solution to those shippers, right, for a couple of reasons.One is that because we're going through these freight intermediaries, we have access to all of their shippers, right? If we partner with our client and say, “Hey, we're going to distribute to your shippers. We'll do a revenue share.” Which really reduces the cost of us acquiring new clients, right, because we can just piggyback off their distribution channels. The second is that our current clients, the freight intermediaries, have all of this data on the relationship with their shipper, right?For example, if they say, like, the shipper we're working with has been doing 5 million a year in revenue every year, like clockwork, but then two years ago they did 4 million, last year they did 2 million, this year they're doing 1 million, well, that's a sign that, like, maybe we don't want to be lending a bunch of money to that business, right? So, there's interesting underwriting applications of the data they're collecting. And then finally, with these international shipments, the freight forwarders often take possession of the goods themselves, which means we can use that to secure the loans, right? Which is like, “Hey, it's a long-term relationship. If you don't pay back the first one we made, then we will take possession of these goods.” So, there's an incentive for them to make sure that we're currently—you know, we're always being paid out on time.Will: And B, one of the things we actually haven't touched on much yet is, you know, you're a lender, and would be great to spend a little bit of time talking about, like, kind of, the capital side of the business, some of the unit economics there. And you're creating a monster amount of value for your clients. How does Axle Pay make money?Bharath: Right now we have two sources of capital. So, like many tech startups, we raised money from VC funds, and that comes in as equity and funds the business operations, right? So, that's paying our salaries, our marketing spend, our software costs. Separately, we also raised debt from other sets of financial institutions, and that's where we get the money to actually lend out to the clients, right, because VCs aren't going to give you a million dollars if you're using 800,000 of that to lend to another business, right? And so this allows us to get a lot of leverage off of our equity dollars.So, when we first started, right, because we had no real operating history, we had to go out to hedge funds or high net worth individuals to get that debt that we could then lend out. I think as the business scales, there's opportunities to go to larger banks, who will, [write 00:34:29] larger credit facilities and have a lower cost of capital. And farther down the road, there's an opportunity to set up securitization programs where we're basically able to sell off that debt at an even lower cost of capital and get that off of our books, as you had alluded to.Will: Yeah, I mean, I think that there's a super interesting opportunity to do that, particularly as you accrue more data to support at least what appears to be ridiculously compelling numbers as it relates to default and repayment stats. So far it looks like unbelievably reliable borrower with a very predictable payback period.Bharath: You know, like, right now, there's a lot of people with a lot of money, looking to deploy that in the market, and getting a lot of interest from lenders of all different sizes and backgrounds who are looking for somebody to get a piece of that. So yeah, I think to your point, there's a lot of cool stuff that can be done in the long run.Jason: Well, yeah, and we've also—you know, now that we're kind of getting to a little bit into the, like, the shocks. We've had a COVID impact, you know, massive global supply chain shortages. We also at the same time have kind of a generational shift in a lot of these, you know, under-digitized industries that are now rapidly digitizing. I'm curious what you see as kind of like, the macro impacts on the freight space right now, and how that's been evolving and maybe accelerating in the past year or two.Bharath: The obvious one is, like, the current supply chain crisis. I think people naturally look for a single cause and effect, which is tough to do here because there's a lot of problems, right? There's raw material shortages, there's exceptionally high demand, there's driver shortages, factory closures, right? And I think a lot of these are, you know, indirectly caused by COVID, people not being able to work, so the factory shuts down; people not being able to spend money on anything except physical goods, so they're just buying a ton of physical goods. And I think there's this narrative that, like, oh COVID caused this supply chain crisis, which is not entirely true, right?I think, yes, those are all causes of the current crisis, and COVID did sort of supercharge the problem, but there were underlying trends which I think made this crisis somewhat inevitable and which are continuing to accelerate. One of these is, this is just the growth in e-commerce. Obviously, the growth in e-commerce is increasing demand, but what's more interesting is that it's not just increasing demand; it's a new type of demand, that's putting a ton of stress on supply chains, right? Before, you would go to Walmart and you would buy whatever Walmart had in stock, and there's sort of a handful of brands they carry in stock for each good, and you go get it there. And that's a fairly simple supply chain problem.But today, you go to Amazon, which is, you know, quote-unquote, “The everything store,” and there's a million different brands for every product you want to get. And then there's actually a ton of things you can't get on Amazon that all these direct-to-consumer brands are selling to you that, you know, creating more competition. And each one of these companies needs to have their own supply chain set up to be able to deliver a product in two days to you, wherever you are in the country, right, which is a much more interesting and complex problem than what we've been dealing with in the past. Then if you combine this with globalization and the diversification of supply chains—so people are getting those products from different parts in the world—you get even more complexity. And then you look at this in the context of an industry where technology and processes just really haven't evolved much in a decade, and you get a recipe for disaster, right?They're solving today's highly complex problem with tools that were designed for a much, much simpler supply chain. So, you know, this is going to sound really self-serving, but to me, the obvious solution is in technology, right? We need better visibility into the movements of goods and the status of payments up and down the supply chain. We need to make it easier for brokers and for forwarders to run really efficient business operations. We need to supply them with the analytics that allow them to see problems in the supply chain before they become an all-out crisis.And you know, I don't think—I'd be lying if I said Axle is going to single-handedly deliver all of these solutions to the market, but I do think will be a key piece of that solution, and I think there are a number of other really cool, interesting companies in the supply chain tech space that are delivering the rest of this solution.Will: B, what does the market look like in ten years when, you know, you're a public company, you have sufficiently armed the long tail of these great intermediaries with the digital tools to succeed and grow in kind of a, you know, modern supply chain, what has changed forever? Are there any, you know, kind of, predictions you have about the way the Axle Pay is going to dramatically alter the topology of this industry?Bharath: Yeah. I mean, I think from, like, a payments side, it's just going to be clean and efficient, right? It's not going to have multiple companies auditing the same physical piece of paper to find out if a load was delivered on time, right? That data is going to be digital and it's going to be easily accessible by everyone up and down the supply chain. Payments will flow seamlessly between parties, access to capital to scale will be a lot more efficient so you're not going to have these behemoths existing just because they happen to have access to capita;. It's going to be the businesses that actually run the most efficient operation to deliver the best service will get access to capital they need in order to scale it, and those are the businesses that dominate the market.Will: And so, I mean, that sounds a little bit like we're almost predicting that what is today an unbelievably fragmented market, once armed with these digital tools, is potentially going to see some consolidation, right? I mean, and a lot of your customers have operated in almost an exclusively regional kind of mindset for, you know, basically their entire existence. With these new tools, do you think that they start to—we start to see more national expansion from some of the leaders of the pack here, and therefore some consolidation?Bharath: Yeah. So, I think the market will still be fragmented, but I think it will be relatively a little bit less fragmented. So, I think to your point, there will be some consolidation. I don't think it's going to have—you know, I don't think the market has, like, winner-take-all dynamics where there's going to be, you know, two or three freight brokers that dominate the US market. I think it's going to be a lot of smaller freight brokers who are able to deliver really good, tailored service to their clients, but maybe it won't be 100,000 freight intermediaries in the country.Jason: I think there is, like, a generational shift that's happening, and the people who grew up on, like, iPhones and smartphones, [audio break 00:41:16] and they also don't know how to fax anything [laugh]. Like, I have no idea how to fax things. I could watch a YouTube video to figure it out. There are also—as you kind of mentioned a little bit in the consolidation piece, like, is it going to go truly national?—there are benefits to the existing players, and I'm curious, like, what resistance there is in the market to change.Because, like, e-commerce isn't new, factoring isn't new, tech in workflows isn't new but, you know, for some reason, it feels like they're all coming to a head. You tend to have people who were, kind of like, on the forefront but, you know, maybe there are pockets that have resisted for one reason or another.Bharath: You know, we've definitely spoken to brokers who are basically like, “Brokers shouldn't need factoring because they shouldn't need to QuickPay carriers, right, so I don't want to work with you.” Which is very much this mindset of like, “Hey, when I built this business, this was not a problem, so I don't need this solution because that's the way things are.” Which is just, you know, it's the resistance to change. And I think that's the same approach which is like, “Hey, I don't need to provide visibility to my customers in real time because I built a great business and never did that, so why do I need to do it now?”And I think what's inevitable is that those companies are not going to be… around in ten years, right? Because at the same time, there's a bunch of other people we've worked with who are 28-year-olds, 32-year-olds, starting freight brokerages who are asking—you know, emailing us, asking us if we have an API, right? Like, “Hey, can you integrate with our stuff because we'd rather pipe all this data in so we don't have to do manual data entry.” That attitude is going to get them so much farther than someone who's just like, very resistant to change, right? And I think what's going to be great is that some of these companies have, like, the best of both worlds; some of our clients are just, like, super, super smart people who have a ton of logistics experience, who are great at running a business, and who realized, like, technology is not going to solve all of your problems, but it's going to solve your technology problems, right? It's going to solve a lot of things that you would have had to do manually otherwise.And so they're building businesses that are growing incredibly fast. I think it's easy to sort of paint the whole industry with a brush and say, “Oh, like, freight brokers are outdated.” And on average, I think that's true, but like you said, there's pockets here and there which are very tech-forward, who are reading about ways to implement technology to make their business better, and who are probably going to be the market leaders in five, six years.Jason: I always think it is fascinating in these markets that are meaningfully digitizing for the first time—like, they're using some software, but not modern software—the kind of tension between pushing, you know, all the way to the forefront with, you know, the demands of the customer base that might only be able to meet you halfway. Like what you have to do? Like, do you guys still enable people to manage, like, faxes coming in? Like, what did you kind of have to build in the product that made it attractive enough for the freight company that's been operating for 100 years and it's been passed down, you know, from generation to generation to the 28-year-old, who's just starting their own?Bharath: Yeah, that's a good question. So, we don't take faxes, but we have run into issues that, like, you know, I wouldn't have expected we ran into, and so we've had to build around it. So, for example, we've had clients who forgot their email address, right, which for me, is like forgetting your own name because it's so core to, like, you know, that's—it's like, I'd forget my phone number before I got my email. But that's, you know, they just come from a different world where it's just not as important. We had to build up the functionality for us to send payments by check—even though we offer free electronic payments—because a huge chunk of carriers would prefer to receive a check in the mail instead of getting the money direct-deposited into their account for whatever reason. And so, like, you know, we had to go integrate with another company and figure out how to manage that process.So, there's definitely been, you know, a number of these things which are like, if you asked me to write a list of the problems we might face, this would not have come up on that list, but by virtue of, like, the industry being a little bit older and used to different types of practices, we've run into those issues and we've been able to solve them. And I think that's part of it; like you said, it's meeting them halfway because everyone's sort of at a different point on this curve.Jason: Yeah. Because you're there to serve the customer, right? And so you got to kind of meet them where they are. Which I think makes a lot of sense and makes this a particularly interesting challenge to solve because you're solving for a fairly broad. Swath of customers that are—you know, might as a whole look homogeneous, but are heterogeneous, particularly because they're regional and smaller, older generation, you know, newer generation, et cetera. That's really interesting.Will: Bharath, thank you for joining us today, man. This is awesome.Will: Thank you for listening to Perfectly Boring. You can keep up the latest on the podcast at perfectlyboring.com, and follow us on Apple, Spotify, or wherever you listen to podcasts. We'll see you next time.

Kinsella on Liberty Podcast, Episode 361. A nice young man, self-described as "generally an anarchist? But also a statist (monarchist? ie 'the kingdom of heaven') in the spiritual sense" had some questions for me since he doesn't have a lot of people to bounce his ideas off of. I agreed to do it if we could record it, in case anything interesting came out of it. You be the judge. A variety of topics came up, primarily his interest in the problem of "oaths" as the root evil in the modern world, and related/other issues like the nature of contracts, usury as evil, Pournelle's "iron law of bureaucracy," Jesus, and the evils of the Uniform Commercial Code (something to do with Babylon), and Galambos. Transcript below. https://youtu.be/EEj137ADBzY TRANSCRIPT Libertarian Answer Man: Oaths: With Kent Wellington Stephan Kinsella & Kent Wellington Oct. 17, 2021 00:00:03 STEPHAN KINSELLA: Okay, hey, this is Stephan Kinsella, Kinsella on Liberty.  This is another one of my episodes where someone asked to talk to me about something.  And I said yes, if I can record it in case there's anything of interest to listeners.  So this is Kent Wellington who briefly informed me he's not exactly a libertarian but just has some questions.  I don't really know what you want to talk about, but Kent, why don't you introduce yourself, however you want to do it, and then we can start? 00:00:27 KENT WELLINGTON: Hey there.  My name is Kent Wellington, and I just have been very anti-IP since I was a child really.  And when I realized that Mr. Kinsella was the one who wrote one of my favorite books, Against IP, I was really taken aback.  And then I was like, wow, I should reach out to him and just try to have a conversation with him because I've sort of been in the – what do you say – I've just been up in the towers on these topics for a long time, like my whole life. 00:01:14 And I've never – I never really get to talk about these topics with anybody one on one, and I just saw his – that he puts his email out there, so I was like, I'll just email him, see if he'll – he's willing to talk to me for even a minute.  So that's what we're doing right now, and I have some very different takes, I guess, what I think are some novel takes but maybe aren't, and I'd love to be proven wrong, or I just wanted to throw some things at you regarding contracts, IP, anarchism, a few different things.  Mainly, I guess my main hypothesis is – so I'm very into the quotes from Jesus on oaths, and I believe that, without – so I think that oaths are the key social mechanism of the state.  Do you – what do you think about that?  Are oaths not the key social mechanism of the state? 00:02:41 STEPHAN KINSELLA: Oaths?  O-A-T-H? 00:02:44 KENT WELLINGTON: Yes, oaths, yeah. 00:02:46 STEPHAN KINSELLA: I'm not sure I know what that means.  What do you mean? 00:02:51 KENT WELLINGTON: So oaths are – if you want to become a doctor in the US, at least a professionally recognized doctor, you have to take the Hippocratic Oath.  Others are – so our whole professional society is filled with oaths, which are really these sort of mystical activities, and our secular world is filled with these oaths.  To become a lawyer, you need to take the bar oath.  To become a politician, you just swear in.  You need to take an oath of office.  There's a bajillion oaths you need to take in modern society if you want to partake in modern society. 00:03:42 And so Jesus – and I'm not necessarily getting religious here.  You can just say that in one of the most popular books in the world, which the Bible is, well, the biggest guy, the most important guy in the book, in the New Testament, Jesus, in his biggest speech, the Sermon on the Mount, he says take no oaths at all.  Instead, just say yes or no.  Anything beyond this comes from the evil one.  So my interpretation of that is that anything beyond you giving your word,

In today's episode, attorneys Garret Kirkpatrick, Ron Jones, and John Sperati explore what creditors need to know in order to remain fully compliant with the Uniform Commercial Code when sending pre-and post-sale deficiency notices to debtors in North Carolina and South Carolina. Garret Kirkpatrick is a member of the firm's Consumer Financial Services Litigation and Compliance group. In his role, Garret focuses on assisting clients with pre-suit negotiations, litigation, and advocacy in matters involving consumer financial services litigation and compliance, bankruptcy, and commercial litigation.Ron Jones is a partner at Smith Debnam and a certified specialist in bankruptcy and debtor-creditor law by the South Carolina Supreme Court. Ron concentrates his practice in the areas of commercial law and bankruptcy, including all areas of creditors' rights, such as the Uniform Commercial Code, Consumer Protection Code, the Fair Debt Collection Practices Act, Claim and Delivery, Replevin, Foreclosure Law, Real Estate and Bankruptcy. Ron represents both secured and unsecured creditors, lenders, lessors, investors, asset purchasers, creditors' committees, and occasionally, debtors.John Sperati is a partner and member of Smith Debnam's Creditors' Rights Practice group. He concentrates his practice in commercial creditor bankruptcy, foreclosure and real estate litigation, structured settlement transfer, judgment domestication and enforcement, construction litigation, commercial litigation, equipment leasing and finance, and creditors' rights. 

In this episode, Smith Debnam attorneys Ron Jones and Landon Van Winkle discuss the § 363 asset sale process used in bankruptcy cases, the use of stalking horse bidders in asset sales, and the protections afforded to a winning bidder under § 363(m).Ron Jones is a partner at Smith Debnam and a certified specialist in bankruptcy and debtor-creditor law by the South Carolina Supreme Court. Ron concentrates his practice in the areas of commercial law and bankruptcy, including all areas of creditors' rights, such as the Uniform Commercial Code, Consumer Protection Code, the Fair Debt Collection Practices Act, Claim and Delivery, Replevin, Foreclosure Law, Real Estate and Bankruptcy. Ron represents both secured and unsecured creditors, lenders, lessors, investors, asset purchasers, creditors' committees, and occasionally, debtors.Landon Van Winkle is an associate within the firm's Consumer Financial Services Compliance & Litigation practice group where he assists clients with pre-suit negotiations and litigation in matters involving consumer financial services litigation and compliance and bankruptcy. His areas of practice are Consumer Financial Services Litigation & Compliance, Commercial Creditor Bankruptcy, and Commercial Litigation.

COVID has changed the way every attorney works. Trial and appellate attorney, arbitrator and professor Ron Norwood joins John and Erich for a positive discussion on how firms of all sizes have adapted and often improved their practices under pandemic restrictions.  Tune in and share some virtual camaraderie as we continue to record from home offices.   Ronald A. Norwood, a native of Chicago, and 1986 MU Law graduate, joined Lewis Rice in 1988 after serving as a law clerk for U.S. District Court Judge Scott O. Wright in Kansas City from 1986 to 1988.  He was named an equity member of Lewis Rice in 1997. Throughout his legal career, Ron has acted as a trial attorney and appellate attorney in state and federal litigation matters throughout the United States, with primary concentrations in Missouri and Illinois. His wide-ranging practice includes representing national and regional banks, mortgage companies, and other financial institutions; health insurers, health maintenance organizations, and health care providers in health care litigation disputes; and manufacturers in product liability litigation, consumer fraud claims, and disputes arising under the Uniform Commercial Code. He has also served as counsel to the St. Louis Metropolitan Police Department and the St. Louis Career Education District, and currently serves as trial counsel for the St. Louis Public Schools District.