Testing the Reach of UCC Article 9: The Question of Tax Credit Collateral in Secured Transactions

31 Pages Posted: 3 Feb 2012 Last revised: 25 Aug 2018

See all articles by Christopher K. Odinet

Christopher K. Odinet

University of Oklahoma - College of Law; Southern University Law Center

Date Written: April 1, 2012


This Article addresses the open question related to the use of tax credits as a source of secured capital. It first lays a foundation by analyzing the theoretical underpinnings of the UCC’s category for general intangibles and shows how classification as a general intangible can and should comport with the legal substance of tax credits as a form of secured financing. The work also investigates the theory and nature that forms the basis of tax credits and their economic value. Next, the Article provides an overview of the relatively meager case law on tax credit financing and explains how courts have struggled with this new concept, as well as discusses how courts have treated other types of general intangible assets; a treatment, which may help in forming the basis of the jurisprudential analysis for tax credit financing. Taking these theories and background a step further, the Article concludes by making several recommendations on how courts can approach cases involving tax credits used as collateral in secured transactions. In sum, Article 9 and courts should adopt a flexible and broad view when confronted with these and other types of emerging and nontraditional security.

Keywords: property, non-traditional property, UCC, uniform commercial code, article 9, UCC 9, secured financing, security devices, security rights, secured transactions, comparative law, commercial law, property, personal property, intangible, general intangible, payment intangible, collateral

Suggested Citation

Odinet, Christopher K., Testing the Reach of UCC Article 9: The Question of Tax Credit Collateral in Secured Transactions (April 1, 2012). South Carolina Law Review, Vol. 64, No. 143, 2012. Available at SSRN: https://ssrn.com/abstract=1997516 or http://dx.doi.org/10.2139/ssrn.1997516

Christopher K. Odinet (Contact Author)

University of Oklahoma - College of Law ( email )

300 Timberdell Road
Norman, OK 73019
United States

Southern University Law Center ( email )

P.O. Box 9294
Baton Rouge, LA 70813
United States
225-771-4900 (Phone)

HOME PAGE: http://www.sulc.edu

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