Uniform Commercial Code (UCC): Primary legislation governing commercial transactions including Article 2 (Sales), Article 2A (Leases), and Article 9 (Secured Transactions). Essential for structuring the sale-leaseback arrangement.
Federal Tax Laws: Including Internal Revenue Code Section 470 for sale-leaseback rules, IRS guidelines on true lease vs. financing arrangements, and depreciation treatment rules.
State-Specific Laws: Includes state UCC variations, property laws, tax laws, and usury laws that may affect the agreement's terms and enforcement.
Federal and State Securities Laws: Applicable if the transaction structure could be construed as a security, requiring additional compliance measures.
Consumer Protection Laws: Including Federal Trade Commission regulations and state consumer protection statutes, particularly relevant if the equipment is for consumer use.
Asset-Specific Regulations: Equipment-specific safety regulations, industry-specific requirements, and environmental regulations applicable to the specific equipment involved.
Bankruptcy Code: Provisions regarding treatment of leases in bankruptcy and distinctions between true leases and secured financing arrangements.
Contract Law Principles: State contract formation rules and statute of frauds requirements governing the basic formation and enforcement of the agreement.
Title Transfer Provisions: Legal requirements for properly documenting and effectuating the transfer of title in the sale phase and the lease arrangements.
Tax Treatment Specifications: Requirements for properly structuring and documenting the tax treatment of the transaction for both parties.
