Perspectives

In part one, we explored how UCC filings protect creditors by securing interests in business property. Now let’s unpack the legal mechanics of priority, enforcement, and how real-world business events like bankruptcy or acquisition can impact your rights as a secured party.

Who Gets Paid First? Understanding Priority

In a default situation, the UCC provides a clear general rule: First to perfect, first in line. That means the creditor who files first (and correctly) will have top priority among secured parties.

However, there’s a key exception: Purchase Money Security Interests (PMSIs). If the PMSI holder properly files and notifies other creditors before the debtor takes possession of the collateral, they can jump ahead in the priority line-even if others filed earlier.

Enforcement of Security Interests

Once a debtor defaults, a creditor’s rights are triggered. Here’s how enforcement works under Article 9:

• Notice and Surrender: The creditor must notify the debtor and seek voluntary surrender of the collateral.
• No “Breach of Peace”: Repossession must be peaceful. If the debtor refuses, the creditor must pursue judicial remedies.
• Sale of Collateral: Once in possession, the creditor may sell the collateral to recoup the owed balance, in accordance with UCC requirements for commercial reasonableness.

What Happens in Bankruptcy?

If the debtor files for bankruptcy, having a perfected UCC-1 ensures secured creditor status-but that doesn’t mean full recovery is guaranteed. If the value of the collateral is depleted or prior creditors exceed the available equity, you may still end up unsecured.

Subordinations: When You’re Asked to Step Aside

Sometimes a third-party creditor (often a bank) will request a subordination agreement. This means you agree to place your security interest behind theirs, allowing them to take priority. While this may help the debtor access additional capital and keep operations running, reviewing the terms carefully and reassessing your collateral’s status is critical.

Assignments, Amendments, and Business Changes

Mergers and acquisitions complicate collateral rights. If Company A acquires Company B, UCC filings may remain enforceable-if the collateral description allows for successors and assigns. In these cases, the original filing date holds, maintaining your priority.

If your business changes names, locations, or undergoes restructuring, updating the UCC-1 through assignments or amendments is essential to avoid lapses in perfection.

Final Thoughts

For finance professionals, a strong understanding of UCC filings isn’t just a box to check-it’s a proactive step in managing credit risk. Whether you’re reviewing credit applications, extending financing, or considering subordination, a properly filed UCC-1 can protect your interests and prioritize your right to recovery.

At Wagner, Falconer & Judd, our team helps simplify the complexities of commercial lending. If your company is navigating secured transactions, we’re here to review your filings, draft enforceable agreements, and ensure your position is protected.

Ready to safeguard your assets? Contact us today. 

In celebration of Small Business Month, WFJ is spotlighting the legal insights that matter most to growing companies by sitting down with one of our trusted employment law attorneys, Rebecca Corcoran. With a deep understanding of the challenges small businesses face, Rebecca brings a practical, relationship-driven approach to legal guidance. From common compliance pitfalls to proactive policy planning, this interview offers timely advice for small business owners looking to protect their teams, their operations, and their futures.

What is your favorite part about working with small business clients?

My favorite part is the direct, collaborative relationships I build with small business owners. I appreciate their passion and agility, and I enjoy being their legal sounding board-whether it’s helping them interpret evolving employment laws or brainstorming practical policy updates. There’s a real impact in knowing my guidance helps foster workplaces that are no only compliant, but also fair and sustainable.

If you could give one piece of legal advice to someone starting a new business, what would it be?

Start strong by setting up foundational policies-especially around wage and hour practices, leave policies, and anti-discrimination protections. Even if you only have a few employees, clear and legally sound practices prevent problems down the line. Don’t wait until there’s an issue to call an attorney-proactive compliance is always more cost-effective than crisis management.

What are some of the most common mistakes you see small businesses make when it comes to employment law?

A common and growing issues is how businesses handle state mandated paid sick leave. Many employers try to roll it into an existing PTO policy without realizing that these laws often include strict accrual, usage, and carryover rules that differ from standard PTO. If policies aren’t updated to reflect the specific legal requirements-like tracking hours worked for accrual purposes or allowing sick time to be used for safe time or caregiving-it can lead to unintentional violations and employee complaints. It’s not enough to be gnerous with time off; compliance requires structure and documentation.

What’s one thing business owners often overlook in their employee handbooks or workplace policies?

They often fail to update policies as requirements and legal definitions evolve. Many handbooks rely on outdated boilerplate language. For example, it’s common to see protected class definitions that overlook newly recognized statuses like gender identity, genetic information, or marital status in certain jurisdictions. This omission not only undermines inclusivity but also weakens the company’s position in the event of a complaint or legal challenge. A well-drafted handbook is more than a formality-it’s a reflection of the company’s values and frontline defense against liability.

How can small businesses stay compliant with employment laws without having a full in-house HR team?

Work with an outside advisor who understands both legal compliance and business operations. I provide clients with scalable tools like policy templates, customized handbooks, and scheduled check-ins so they’re not blindsided by new laws. I also help them weigh what’s legally required versus what’s good for morale-those soft issues matter just as much when you’re building culture and retaining talent.

What’s one of your favorite small businesses?

That’s a tough one-there are so many inspiring businesses. But I really admire locally owned shops that double as community hubs. I have a special appreciation for client-focused providers like wellness clinics or local outdoor gear shops. Their missions often center around community and lifestyle, and it’s rewarding to help them grow while staying true to their values.

In the world of commercial finance, risk management is essential-and one of the most important tools available to creditors is the Uniform Commercial Code (UCC). If your organization extends credit or leases high-value equipment, understanding how to leverage the UCC can mean the difference between secured and unsecured recovery in a default situation.

What is the UCC?

The Uniform Commercial Code is a standardized set of laws governing commercial transactions in the United States. Article 9 of the UCC specifically addresses secured transactions, enabling lenders and sellers to file legal claims against the collateral that backs a loan or a line of credit.

At the heart of this process is the UCC-Financing Statement-a public filing (usually with the Secretary of State) that puts the world on notice: a creditor has a legal interest in the debtor’s property.

Types of UCC Filings

There are two primary types of UCC filings:

General (or Blanket) Filings: These cover all of a company’s assets, not just a specific item. banks often use blanket liens to secure lines of credit or loans, giving them the right to repossess a broad range of assets if a default occurs.

Specific Collateral Filings: These narrowly define the collateral-such as inventory, accounts receiveable, or equipment. This approach is commonely used by vendors or leasing companies who want to secure interest in a particular asset or class of assets.

Within specific collateral filings, a Purchase Money Security Interest (PMSI) stands out. PMSIs allow the creditor to leapfrog others in terms of priority, provided certain requirements are met, including early notification and timely filing.

Getting it Right: Filing Procedures

To perfect a security interest and maintain priority, a creditor must:

1. Obtain a signed security agreement– This could be part of a credit application, a promissory note, or a stand-alone document.
2. File a UCC with the correct information:
   • Full legal name and address of the debtor
   • Creditor’s name and address
   • Precise description of the collateral (e.g., “Debtor’s inventory…now owned or hereafter acquired…”)
3. Monitor expiration dates: UCC-1 filings are active for 5 years and require a continuation statement within 6 months of expiration.

Stay tuned for Part Two, where we’ll walk through priority disputes, enforcement in default, bankruptcy implications, and what happens when businesses merge or reorganize.

Running a small business means wearing a lot of hats—but one area that can’t be overlooked is employment law. Even unintentional missteps can lead to costly consequences. Here are a few common pitfalls—and how to avoid them:

It might seem easier to 1099 someone instead of putting them on payroll, but the IRS and Department of Labor are cracking down on misclassification. If you control when, where, and how someone works, they’re likely an employee.

✅ Tip: Review job roles carefully and use government classification tools or consult an attorney.

Even small teams need structure. Without clear policies, you’re more vulnerable to inconsistent practices—and potential legal claims.

✅ Tip: Create a simple handbook outlining expectations, time off policies, and anti-harassment rules.

Yes, most employment is at-will, but that doesn’t protect you from claims of discrimination, retaliation, or wrongful termination.

✅ Tip: Always document performance issues and follow a consistent disciplinary process.

Overtime laws still apply—even if your employee “doesn’t mind” working late. Many businesses get tripped up here.

✅ Tip: Know your state and federal wage laws and track hours accurately.

Yes, even your breakroom needs legal attention! Federal and state laws require certain postings for employees to see.

✅ Tip: Order a current labor law poster set annually or use a service that keeps it updated.

Final Thought:
You don’t have to become an employment law expert—but having the right legal partner can make all the difference. If you’re unsure about your obligations, it’s better (and often cheaper) to ask before a problem arises.

✅ Need help reviewing your policies or contracts? Reach out to our team. We’re here to help your business grow—without legal headaches.

May is Small Business Month-a time to celebrate the entrepreneurial spirit and the incredible effort that goes into building a brand from the ground up. One of the most overlooked legal tools in a small business’s toolbox? Trademarks. Whether you’re launching a new venture or growing an established one, understanding trademarks is essential for protecting your business identity and long-term success.

Here are some frequently asked questions-along with some extra insight from our team-to help small business owners make smart, informed decisions about trademark protections.

When Should I Think About Getting a Trademark?

As early as possible-ideally when choosing your business name, logo or tagline. 

Trademarks are more than just symbols or words, they’re legally protected identifiers of your brand. Conducting a clearance search before committing to a name can save you from legal battles and rebranding costs later. Early trademark planning also gives you a competitive edge by helping you secure exclusive rights before your competitors do.

WFJ Tip: Even if you’re not ready to launch, you can still start the process through an Intent-To-Use application (more on that below).

How Long Does it Take to Get a Trademark?

On average, it takes 14-15 months to receive the full registration. 

The trademark process isn’t immediate-it involves detailed examination by the United States Patent and Trademark Office (USPTO), a public opposition period, and possible office actions (requests for clarification or denial). During this time, your application goes through several rounds of review.

WFJ Tip: Start early so you don’t have to delay a product launch or marketing campaign while waiting for trademark approval.

I’m Interested in Getting a Trademark-Where Do I Start?

Start with a comprehensive clearance search. 

This search checks federal and state databases-and sometimes even common law sources-to see if your desired name or logo is already in use. Skipping this step increases your risk of accidentally infringing on someone else’s trademark, which can lead to costly litigation or forced rebranding.

WFJ Tip: Let our legal team handle this for you. We know what to look for and how to advise you on risk.

Do I Have to be Offering the Product/Service Before Applying for a Trademark?

No! You can file on an Intent-to-Use basis. 

This type of application allows you to “reserve” your trademark for up to 6 months (with extensions available), giving you time to prepare for launch while securing your rights. Once your product or services hits the market, you file a “statement of use” to complete registration.

WFJ Tip: This is ideal for startups and pre-revenue businesses. It protects your branding while you finalize development or marketing plans.

Once My Trademark is Registred, What Does It Protect and For How Long?

It protects the specific goods/services listed in your application-and can last forever with proper maintenance. 

Trademarks don’t automatically cover everything your business does. They are tied to specific categories (called “classes”) of goods and services. After registration, you must file maintenance documents to keep your rights active:

• First maintenance due between 5-6 years
• Renewals required every 10 years

WFJ Tip: Ongoing protection=ongoing value. Your trademark becomes a business asset that can be licensed, sold, or used to stop copycats.

Small Business, Big Protection

Investing in trademark protection is one of the smartest moves you can make as a business owner. At Wagner, Falconer & Judd, we help simplify the trademark process so you can focus on building your business with confidence.

As marijuana legalization spreads across the country, employers face increasing confusion about how to handle marijuana in the workplace. With a patchwork of state laws, federal regulations that haven’t budged, and complicated questions around testing and impairment, it’s more important than ever to ensure your policies are up to date-and legally compliant. 

Whether you’re navigating medical marijuana requests or figuring out how to handle a positive drug test, here are 20 essential things to know:

1. Marijuna is still illegal at the federal level.

Despite its legalization in many states, marijuna remains a Schedule 1 controlled substance under federal law. That means employers-especially those who follow federal rules-must tread carefully.

2. Employers can enforce drug-free workplace policies.

You still have the right to maintain a zero-tolerance policy-even in states where marijuna is legal-if it aligns with your workplace needs and safety requirements.

3. DOT-regulated employees are prohibited from using marijuana.

The Department of Transportation (DOT) prohibits marijuna use for safety-sensitive roles, regardless of state law or medical authorization.

4. DOT drug tests include THC screening.

A positive marijuana test is considered a federal violation for DOT-regulated employees and can disqualify them from performing safety-sensitive functions.

5. State laws are all over the map.

Some states protect off-duty marijuana use, others don’t. Know the rules in every state you operate in to avoid missteps.

6. Medical marijuana users may be protected by state law.

States like Arizona and Illinois have laws protecting registered medical marijuana users from adverse employment actions-as long as they’re not impaired at work. 

7. Impairment matters more than positive tests in some states.

In certain states, a positive drug test alone isn’t enough for discipline or termination-especially if the employee is a registered medical user. Actual workplace impairment must be demonstrated.

8. On the job impairment is never protected.

Even in the most cannabis-friendly states, being high at work is still grounds for discipline or termination. 

9. Pre-employment testing policies are evolving.

Some states, like Nevada and New York, restrict pre-employment marijuana testing for certain positions. Consider revising your testing policies accordingly.

10. There’s no reliable way to test for real-time impairment.

THC can remain in the body for days or weeks after use. A positive test doesn’t always mean someone is impaired-which compliments enforcement. 

11. In many states, you can still fire someone for a positive test.

Unless state law says otherwise, employers are often within their rights to terminate for marijuana use-but consistency and documentation are critical.

12. Consistent policy enforcement is crucial.

To avoid legal trouble, apply your drug policies fairly and equally across your workforce. Inconsistent discipline can open the door to discrimination claims.

13. Safety-sensitive positions deserve special attention.

It’s reasonable (and often necessary) to apply stricter standards for safety-critical roles where marijuana impairment could be dangerous.

14. Disability accommodations may be triggered.

Some employees using medical marijuana may qualify for accommodations under state disability laws-but marijuana use itself is not protected under the federal ADA.

15. Post-incident testing must be justified.

OSHA discourages automatic post-incident testing unless there’s a reasonable basis. Make sure you’re testing in response to real concerns.

16. Reasonable suspicion testing requires training.

Managers and supervisors should be trained to recognize signs of impairment and document those observations carefully. 

17. Random drug testing must follow clear procedures.

Random testing should be truly random, non-discriminatory, and compliant with any applicable state laws.

18. Off-duty recreational use is protected in some states.

States like California, Minnesota and New Jersey now prohibit adverse employment actions for lawful, off-duty marijuana use in many cases-unless job performance is affected.

19. Clear, written policies are non-negotiable.

A well-crafted policy should spell out expectations, testing procedures, and consequences-and it must include marijuana. 

20. Consult with legal counsel before you terminate.

Especially in states with employment protections, always check with your legal team before disciplining or terminating an employee for marijuana use.

As marijuan laws continue to evolve, employers need to stay proactive. A “one-size-fits-all” drug policy no longer works. The best approach? Stay informed, tailor your policies by jurisdiction and job type, and work with trusted legal counsel to reduce risk while keeping your workplace safe and compliant. 

The Employment and Labor attorneys at Wagner, Falconer and Judd are here to support you through it all. Learn more about our subscription services for businesses-here! 

It’s official-U.S. businesses are off the hook when it comes to the Corporate Transparency Act (CTA). In a major development, the Financial Crimes Enforcement Network (FinCEN) has announced an interim final rule that eliminates the requirement for U.S. companies to file a Beneficial Ownership Information (BOI) report. Instead, only entities formed under foreign laws must comply.

What Happened?

The CTA, which took effect in 2024, originally mandated that most U.S. businesses disclose ownership details to FinCEN as part of an effort to combat illicit financial activities. However, ongoing legal challenges questioning the constitutionality of the CTA led FinCEN to reconsider its stance. Rather than engaging in prolonged litigation, FinCEN has effectively withdrawn the requirement for U.S. businesses, leaving only foreign-formed entities subject to compliance.

What This Means for Employers and Business Owners

If you were preparing to submit a BOI report, you can take that off your to-do list. However, this doesn’t mean compliance requirements in other areas are going away. Employers and businesses should stay vigilant aout other regulatory obligations, such as tax filings, employment laws, and industry-specific reporting requirements. 

What’s Next? 

While this ruling brings relief to many businesses, regulatory landscapes can shift quickly. FinCEN may revisit aspects in the future or introduce alternative reporting measures. WFJ will continue monitoring any updates to keep business owners informed. 

For now, U.S. companies can breathe easier knowing they are not required to comply with the CTA. If you have any questions about corporate compliance, WFJ’s legal team is here to help. Stay informed, stay compliant and focus on what you do best-running your business.