Tag archives: Perfection certification

Harmonizing cash collateral perfection rules between Canada and the U.S.

In secured financing transactions, cash is a popular and useful form of collateral. It is fully liquid, readily available and transferrable, and its value is always known. A debtor holding cash in a deposit account may wish or be required to use it as collateral for obligations such as loans, repurchases and derivative transactions. In order to maintain a perfected security interest in this cash collateral, a lender or agent will need to adhere to the applicable methods of perfection as set forth under the applicable provincial personal property security legislation (the “PPSA”). For the reasons outlined below, … Continue Reading

Behind the perfection certificate (Part II): the asset purchase transaction certification

In our previous post on March 31, 2015, we considered perfection certificates in the context of a share purchase transaction/ amalgamation/ name change certification. In this post, we continue to explore perfection certifications but in the context of a post-M&A or leveraged finance acquisition debtor.

Perfection certification: the debtor has acquired all its assets in the ordinary course of business.

Under the Personal Property Security Act (Ontario) (the OPPSA), and the personal property security acts of most other jurisdictions in Canada, a creditor can maintain priority over an asset if title to the asset is transferred and the … Continue Reading

Behind the perfection certificate (Part I): the share purchase transaction certification

Over the next few weeks, we will go in depth into a few certifications contained in most perfection certificates in the context of a post-M&A or leveraged finance acquisition debtor.

A perfection certificate is the first step in any secured lending transaction and a time consuming task for debtors (and their counsel) to complete. Lenders and their counsel rely on the information contained in a perfection certificate to determine what steps they need to take in order to perfect (i.e., render effective against third parties) a creditor’s security interest and whether there are any pre-existing creditors that need … Continue Reading

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