SMB Alternative Financing Counsel

Alternative lender disclosure obligations — NY DFL 23-A, CA SB 1235 / SB 33 / 10 C.C.R.

SBA EIDL 2020-2024 collateral securitization mechanics — UCC-1 blanket lien on business assets, real property mortgage for loans >$25K, personal guarantee thres

UCC §1-203 economic-realities test to determine whether an equipment transaction is a true lease or a disguised security agreement (loan).

Notification vs non-notification (recourse vs non-recourse) factoring structures — UCC Article 9, determine true-sale vs loan recharacterization risk, map accou

Davenport / LG Funding / Champion multi-factor true-loan vs receivables-purchase recharacterization test to a Merchant Cash Advance agreement.

ECOA Reg B §1002.7(d)(4) creditworthy-independently test to contest a lender's requirement that a non-applicant spouse execute a personal guarantee.

Revenue-Based Financing (RBF) deal economics at the drafting and diligence layer — cap multiple economics, payment percentage selection, remittance computation,

SBA Express loan eligibility — SOP 50 10 7.1 — $500K loan cap, 50% SBA guaranty, 36-hour decision commitment, delegated authority lenders, ineligible businesses

SBA Microloan Program eligibility ($50K cap), intermediary lender qualification, mandatory technical-assistance overlay, and CDFI fund eligibility as parallel o

Structure seller-financed business acquisition deals — seller note mechanics (subordination, interest rate, amortization schedule, balloon, acceleration), promi

Operational SubChapter V eligibility analysis — current debt cap (post-June 21, 2024 expiration of $7.5M CARES extension, back to base $3,024,725 with inflation

UCC Article 9 priority conflicts between competing secured creditors — first-to-file-or-perfect rule, purchase-money security interest (PMSI) super-priority exc