September 2006 Issue 57

Welcome to the September 2006 edition of
Business Leasing and Finance News
formerly Business Leasing News

About BLFN: David G. Mayer, a Business Group partner at Patton Boggs LLP, founded this monthly e-newsletter in January 2002. BLFN’s mission is to provide leasing and financing strategies for your success.

Subscribe for Free: Sign up to receive BLFN’s monthly editions for free! Our subscribers hail from more than 35 countries and include business, finance, risk management, tax, accounting and legal professionals, government officials, entrepreneurs and media. Join us today!

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FOUNDER'S NOTE
By David G. Mayer

As we approach the fourth quarter, BLN takes a look at tax issues, environmental liability for landlords and possible user fees coming to business jets in the U.S. In the tax category, the lead article examines the tax increases for businesses in Texas, which close loopholes in franchise taxes. In Leasing 101, you will get a good idea of why you and your customers should pay federal income taxes. The U.S. government has significant powers to impose liens for taxes due and payable after the IRS demands payment. In Case & Comment, you will find a bit of a surprise—a case that discusses defenses to almost certain liability for landowners under CERCLA—a federal environmental law. Finally, the debate continues to heat up on whether business aviation should pay user fees to fund the FAA trust fund. One study, discussed in the article, suggests that user fees are no big deal.

Thanks again for reading BLN. Feel free to contact me by telephone at (214) 758-1545 or e-mail at to discuss BLN’s topics or other issues in your day.

1. New Margin Tax Imposed on Businesses Operating in Texas

When Texas Governor Rick Perry signed House Bill 3 (H.B. 3) into law in May, he and the Texas legislature modified and expanded the Texas franchise tax and wiped out loopholes in the franchise tax that favored limited partnerships doing business in Texas. H.B.3 accomplished this result by imposing modified gross revenue (Margin Tax) on virtually every taxable entity formed, incorporated or doing business in Texas.

H.B. 3 amends Chapter 171 of the Texas Tax Code (TTC). It revises the existing franchise tax by changing the tax base, lowering the tax rate and extending coverage to all active businesses doing business in Texas. It imposes a lower franchise tax rate of one percent (and 0.5 percent for certain low-margin employers, like retailers, wholesalers, and restaurants) in lieu of the current rate of 4.5 percent. See Texas Tax Reform Commission Summary.

*Tip: The changes in H.B. 3 will affect the economics of doing business in Texas and the many entities structured to take advantage of the limits in coverage of the franchise tax. Recheck all proformas and business models that assume rates or existence of taxes different than H.B. 3.

Two Major Changes

The Margin Tax modifies the franchise tax in two major ways. First, the Margin Tax subjects, to tax, entities that were not taxable under the prior regime. The franchise tax only included corporations and limited liability companies (LLCs) chartered or organized in Texas, as well as foreign corporations and LLCs doing business in Texas. The Margin Tax applies to corporations and LLCs, but expands the definition of taxable entities to include most active business entities called “taxable entities” under TTC Section 171.0002. Second, the Margin Tax establishes new mechanisms for calculating the Margin Tax. 

Loopholes Closed

The Margin Tax closes two common loopholes that would either reduce or completely eliminate a business’s tax liability under the franchise tax. 

1. “Delaware Sub” Loophole: Under this method, a Texas corporation incorporates a subsidiary in Delaware, where there is very favorable tax treatment. The corporation and subsidiary enter into a Texas limited partnership together where the corporation is a one percent general partner and the subsidiary is a 99 percent limited partner.  The limited partnership is not subject to the franchise tax because the franchise tax does not cover partnerships. The corporation receives income from its share of limited partnership profit and also gets dividends from the subsidiary. Only the one percent of limited partnership profit is subject to the franchise tax, greatly reducing or even eliminating tax liability.
   
   
2. “Geoffrey” Loophole: Under this method, a Texas corporation establishes a subsidiary in another state and the subsidiary charges the corporation for the use of certain intangible assets, such as a trademark. This diverts money out of the Texas operations and the franchise tax is applied only to what is left in Texas.  

Businesses Subject to the Margin Tax

H.B. 3 expands the entities subject to the Margin Tax. Categorically, they include:

• Taxable Entities – Entities included in the Margin Tax are partnerships, corporations, banking corporations, savings and loans associations, limited liability companies, business trusts, professional associations, business associations, joint ventures, joint stock companies, holding companies, or other legal entities. 
  
  
• Non-taxable Entities – Entities excluded from the Margin Tax are sole proprietorships, general partnerships owned entirely by natural persons, passive entities, entities specifically exempt from tax, grantor trusts, estates of natural persons, escrows, real estate investment trusts (unless it directly owns real estate), and real estate mortgage investment conduits. A business that owes less than $1,000 in tax or grosses $300,000 or less in total revenues is also excluded from the Margin Tax. The $300,000 total revenue limitation will be indexed to inflation beginning in 2009. 

*Term to Know: A “passive entity” under TTC Section 171.0003 includes general or limited partnerships or a trust that earns more than 90 percent of its income from investment income such as dividends, interest, gains from investments, distributive income from a partnership, royalties, bonuses, delayed rental income, and other income from non-operating mineral interests. Rent is not considered passive income.

How the Margin Tax Works

Businesses must first calculate their total revenue subject to the Margin Tax. See TTC 171.0001(16). From total revenue, each taxable entity will choose to deduct either: (1) cost of goods sold (COGS) or (2) total compensation. If a business has both, it can elect the greater of the two. 

*Technical Point: COGS includes all direct costs of acquiring or producing goods. A “good” is real or tangible personal property sold in the ordinary course of business and is not a service. COGS also includes certain indirect costs and excludes costs for facilities, equipment, and land not used for the production of goods, selling costs, advertising, distribution and outbound transportation costs, interest or financing costs, income, and franchise taxes. Total compensation is broken up into two categories: cash compensation and employer’s cost of employee benefits. The Margin Tax Base (see line 5 of Sample Margin Tax Return) is the amount which is subject to tax. This amount is limited to the lesser of (1) 70 percent of Total Revenue or (2) 100 percent of the Raw Margin Tax Base subject to apportionment. See TTC Section 171.101.

The Margin Tax Rate is one percent for all business, except wholesalers and retailers who are taxed at 0.5 percent. An entity is engaged in wholesale or retail trade if more than 50 percent of its total revenues are from retail or wholesale trade as defined by the Standard Industrial Classification Code and, with the exception of bars and restaurants, less than 50 percent of the retail or wholesale revenue derived from products that the entity or its affiliate produces.  

*Tip: The State of Texas provides an online tax calculator with a useful description of the Margin Tax and instructions on how to calculate it for taxpayers subject to the Margin Tax.  

Finally, the amount of the Margin Tax may be reduced by credits previously accumulated under the franchise tax. No new credits may be generated for reports originally due on or after January 1, 2008.

Effective Date

The Margin Tax will be effective for reports due on or after January 1, 2008. Annual returns will be due on May 15 and will be based on revenues from the previous calendar year. So for businesses using the calendar year for their fiscal year, the first tax return will be due on May 15, 2008. For fiscal year taxpayers, the Margin Tax computations cannot apply to business activity before June 1, 2006. See Section 22 of H.B. 3. For more on the new Margin Tax in question and answer form, see AFew Quick Answers About the New Franchise (Margin) Tax and More Answers About the New Franchise (Margin) Tax, by Mike Seay and Jimmy Martens with Martens & Associates.

The Margin Tax should raise more revenue than the previous franchise tax, with estimated revenue at $3.38 billion in 2008 and increasing to $4 billion in 2011. H.B. 3 is part of the centerpiece of the recommendations of the Texas Tax Reform Commission. Yet, it remains to be seen if the revenue it may raise is worth the complexity of the new law and the potentially negative impact on businesses in Texas.

Thanks to Texas Representative Rafael Anchia, of counsel in the Corporate Finance, Public Finance and Public Policy and Lobbying Groups in the Dallas office of Patton Boggs and our summer associate, Jonathan Hernandez, for contributing this article.

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2. Study Casts Doubt on Negative Impact of User Fees on Business Aviation

Few people doubt the need to increase capital investment in the air traffic control system (ATC) in the United States. With the strains increasing on the ATC due to escalating demand, such as very light jets and the growing needs of airliners, additional funding will be essential to improve technology, safety, and operational efficiency of private and commercial air travel. However, to fund such improvements may require significant modifications to the fuel tax, excise tax, and other ATC funding mechanisms in place today.

To solve the funding demands for the ATC of the future, the U.S. government could impose user fees on business aviation. The user fees paid by business aviation could provide a new and potentially lucrative source of investment capital in addition to funding derived from commercial aviation. However, what is lucrative for the federal government may be expensive for business aviation, and many lobbying groups in general aviation, including the National Business Aviation Association (NBAA), have vigorously opposed potential user fees. The Federal Aviation Administration (FAA) and the Department of Transportation (DOT) have for years expressed favorable views of user fees. See Subcommittee on Aviation Hearing on Financial Condition Of The Aviation Trust Fund: Are Reforms Needed? NBAA has called user fees an “attack” on business aviation and its 10,000 members.

To increase the stakes, commercial aviation has supported user fees for business aviation to promote cost sharing for the ATC. This support has created significant adversity and political maneuvering within the aviation industry. See FAA Funding Debate Puts Airlines and Business Aviation on a Collision Course, Business Leasing News (June 2006).

In one recent analysis of user fees by the Reason Foundation, titled Business Jets and ATC User Fees: Taking a Closer Look (Aug. 2006) (Reason Report), the Reason Foundation makes three salient findings with respect to user fees. In short, the Reason Report indicates that if imposed, user fees should be no big deal for business aviation. The industry can handle the higher costs just as it has higher fuel costs. Specifically, the Reason Report states (at page 4):

• First, “under today’s tax regime, the same business jet pays three entirely different amounts to receive exactly the same ATC services, depending on whether it is flown as a corporate-owned jet, a fractionally-owned jet, or an air taxi/charter jet. Charters and fractionals pay four to five times as much as corporate-owned jets for identical services.”
  
  
• Second, “under some types of user-fee regimes (e.g., Canada’s), many business jets would actually pay less than they do today in aviation taxes, especially fractionals and charters.”
  
  
• Third, “the benefits of shifting from today’s 20th-century, manual-separation form of ATC to a network-centric system with ample capacity could easily offset the increase in costs due to a switch to ATC fees. For most corporate jets, if the new system saved as little as 3 to 5 percent of annual flight time (by reducing delays in holding patterns, providing direct routings and optimal altitudes, etc.), the operating cost savings from fewer flight hours would offset the small increase in cost per flight hour.”

The Reason Report (at pages 18-19) describes the rationale for user fees as originally published in the National Civil Aviation Review Commission (known as the “Mineta Commission”) in 1997. The list of reasons in favor of user fees includes:

• To provide for a self-sufficient ATC operation, at a funding level driven by the needs and level of aviation activity;
  
  
• To provide a reliable revenue stream against which long-term bonds for modernization can be issued;
  
  
• To create the incentive to use the ATC more efficiently;
  
  
• To improve the productivity of the ATC by better targeting investment to benefit the system; and
  
  
• To increase fairness in paying for air traffic control.

*Tip: It is likely that corporate and individual users of whole jet aircraft will pay the highest fees under a user fee system. However, recreational users of certain small aircraft likely will be exempt from new user fees. As a lender, lessor, owner, manufacturer, or broker, read the Reason Report to understand its economic analysis. Then, assess the potential effect of user fees on your business. Assume that user fees will be implemented. Evaluate the extent to which your customers may change their use and acquisition of business aircraft based on the existence of user fees, and consider adjusting your business strategy on a timely basis to address the fees.

The impact of user fees on business aviation remains uncertain, but the potential effect on the industry could be significant. As the Reason Report observes: “While many specific objections have been raised, the underlying concern (in business aviation) is that replacing the traditional fuel tax with fees based on the cost of service and the amount used would increase the cost of flying, putting the viability of general aviation at risk.”

Though the fees may increase costs of business jets, the Reason Report concludes that the real effect of user fees is offset by the benefits from having them:

Their position (of business aviation interests) does not properly reflect the possible direct cost savings to fractional and air-taxi operators from weight-based forms of ATC fees, compared to the current aviation taxes paid by those users. And it does not reflect the longer term gains to owners of corporate fleets from a modernized ATC system with double or triple the capacity of today’s congested system.

*Comment: The economics and long-term goals of user fees will be subject to spirited debate by competing aviation interests, the FAA, DOT, and Congress. Although the Administration has yet to unveil its proposal for funding of aviation programs, all statements from senior DOT and FAA officials over the last year suggest that the Administration will propose a user fee system covering business jets and commercial aviation. Whether user fees come to pass will not be known until the next session of Congress, if then, but the need to invest large sums in the aviation infrastructure is an imperative that exists today.

Thanks to Greg Walden, former Chief Counsel of the FAA, from the Patton Boggs Aviation Team and Transportation and Infrastructure Group for editing this article.

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3. Case & Comment: Landowner Is Not Automatically Liable for Contaminated Property Leased to Tenant in New York v. Fried

Section 107(a) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA or Superfund), 42 U.S.C. §§9601-9675, generally makes the owner of contaminated property one of four classes of parties liable for cleanup costs. See also 42 U.S.C. §9607.

However, in New York v. Fried, 430 F. Supp. 2d 151 [page 62 at Internet site] (S.D.N.Y. 2006), the U.S. District Court for the Southern District of New York held that possible disposal by a third party on the land precluded summary judgment against the landowner. This holding is significant because the third party in question was a tenant under lease with the landowner. Because of the landowner’s status as landlord, section 107(b)(3) of CERCLA has often precluded the use of the third-party defense for a landlord to liability in regard to its tenant.

*Technical Point: Under CERCLA, the four groups that may be liable are called “potential responsible parties” or PRPs. See Superfund basics by Wikepedia. Any one person or entity in this group may be liable for all contamination cleanup liability at a Superfund site. The four groups are:

• The current owner or operator of the site (CERCLA section 107(a)(1));
  
  
• The owner or operator of a site at the time that disposal of a hazardous substance, pollutant, or contaminant occurred (CERCLA section 107(a)(2));
  
  
• A person who arranged for the disposal of a hazardous substance, pollutant, or contaminant at a site (CERCLA section 107(a)(3)); and
  
  
• A person who transported a hazardous substance, pollutant, or contaminant to a site; that transporter must have also selected that site for the disposal of the hazardous substances, pollutants, or contaminants (CERCLA section 107(a)(4)).

BACKGROUND: A landowner in Dutchess County, New York owned a 94.5-acre parcel of land that included a manufacturing building. The landowner operated a metal stamping and plastic molding business on the premises from 1957-1983. The landowner also leased part of the building to Virginia Chemicals for five years (from 1969-1974). 

After a 1989 fire at the site, the New York State Department of Environmental Conservation (DEC) performed groundwater monitoring in nearby drinking water wells and detected volatile organic compounds (VOCs) at low levels. Further testing showed that the well water exceeded drinking water standards for several chlorinated organic compounds, including commonly used industrial solvents trichloroethylene (TCE), chlorethane, tetrachloroethane, and 1,1,1 trichloroethane, as well as decomposition byproducts of these solvents. Similar contamination was found in the soil.

DEC ultimately spent over $2.7 million on the remedial work and studies. The landowner cooperated in the cleanup and installed carbon filtration on neighbor’s wells, sampled the wells at DEC’s instruction, and provided DEC access to the property for the study and cleanup work.

The landowner denied using such solvents in his operations and contended that Virginia Chemical did use such chemicals in its operations. DEC sought summary judgment against the landowner, arguing that he was presumptively liable for the entire cost of cleanup under CERCLA.  DEC further contended that the landowner could not show that the contamination was caused solely by a third party, and that, in any case, such contamination occurred in connection with a contractual relationship, thereby precluding the third-party defense.

ISSUE: Can a landowner invoke the third-party defense to Superfund contamination claims where the alleged third-party is a tenant on the property? Is the landowner liable as a matter of law in such circumstances under CERCLA? DEC contended that the contractual relationship in the lease precluded such a defense as a matter of law. The landlord should therefore be liable.

OUTCOME/DECISION: No, a landowner is not precluded from invoking the third-party defense under CERCLA, even where the alleged third party is a tenant on the property pursuant to a lease. The Court held that, in the absence of actual evidence of releases of these chemicals by either the landowner (Mr. Fried) or the tenant (Virginia Chemicals), DEC was not entitled to summary judgment against Mr. Fried for all such liability, even in cases where he did not dispute his status as a landlord and in cases where he conducted his own manufacturing operations at the site.

LAW OF THE CASE: The court relied upon earlier Southern District and Second Circuit case law to reach its decision. In those cases, the court held that not all actions by a tenant occurred, “in connection with a contractual relationship.” Relying on language from two Court of Appeals decisions concerning property sales contracts, Westwood Pharm., Inc. v. Nat’l Fuel Gas Dist. Corp., 964 F.2d 85, 91-92 (2d Cir. 1992); New York v. Lashins Arcade Co., 91 F.3d 353, 360 (2d Cir. 1996), the court held that in order for the third-party defense to be unavailable in the lease context, the lease either had to, “relate to the hazardous substances or allow the landowner to exert some element of control over the third party’s actions.” New York v. Fried, supra, 430 F.Supp.2d at 156 (quoting Westwood). In making that ruling, the court extended the rationale of these earlier Second Circuit decisions to allow landlords to defend against CERCLA liability arising from tenant activity that they could not control.

In this case, the lease in question, “did not specify the intended use of the land.” In addition, the record did not reflect that the landowner knew, at the time the lease was executed, of the type of business Virginia Chemicals conducted or the particular chemicals it used in its operations. Thus, the court held that there were disputed issues of material fact on these (as well as other) matters needed to decide liability. Consequently, summary judgment was denied.

TRENDS: The timing and ability of the owner of contaminated property to bring a CERCLA action are now very much in dispute because of the Supreme Court’s decision in Cooper Industries, Inc. v. Aviall Services, Inc., 543 U.S. 157 (2004), which held that parties could not bring a contribution action until they had first been sued for CERCLA relief by the federal or state government. The courts of appeal have since divided over whether parties may separately initiate a cost recovery action under section 107 of CERCLA if they have not been sued by the federal or a state government. It appears likely that the Supreme Court will have to resolve that emerging conflict among the appellate courts.  

*Comment: In rejecting summary judgment in this case, the court made clear that parties, including state and federal environmental agencies, cannot simply rest on conclusory allegations about a defendant’s status as a landowner in order to establish liability for contamination. Rather, where a tenant may have caused the contamination, the plaintiff must convince the court that the tenant’s use of the contaminants (or their precursors) was reasonably within the knowledge of the landowner at the time the lease was signed, as proven either by lease language or other competent evidence. CERCLA seldom affords protections for lessors, but the case hints at useful defenses to avoid almost certain liability under Superfund rules.

Thanks to Russell V. Randle of the Patton Boggs Environmental Law and Health and Safety Law Teams for contributing this article.

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4. Leasing 101: What Is a “Federal Tax Lien?”

A federal tax lien is a special and powerful type of lien. A “lien” is a legal claim of one party upon the property of another to secure or pay for an obligation to the lien holder. A federal tax lien is one type of tax lien in favor of the United States that arises if a taxpayer does not pay federal taxes. The federal tax lien gives the IRS a legal claim to the taxpayer’s property for the amount of the tax debt. 

Based on Section 6321 of the Internal Revenue Code (IRC), a federal tax lien attaches to “all property and rights to property” of the person liable for the tax, including real property and personal property, both tangible (like equipment) and intangible (like owned software). It continues in effect until the tax liability is paid in full or becomes unenforceable by operation of law. For example, under Section 6502, the federal tax lien becomes unenforceable at the end of the ten-year statute of limitations on collections unless extended by agreement or otherwise stopped by an offer in compromise or a taxpayer’s bankruptcy. 

To be effective against third parties, the Internal Revenue Service (IRS) must file the Notice of Federal Tax Lien after (1) it assesses the tax liability, (2) it sends a Notice and Demand for Payment (a bill for taxes), and (3) the taxpayer fails to pay the debt within ten days after the notice. See IRS Form 668. By filing, the IRS may establish its priority against other claimants, such as purchasers, holders of security interests (financing lessors) or mechanic’s liens and judgment creditors. See Section 6323(g). Section 6323(f) provides rules for the place of filing for a notice of federal tax lien against both real and personal property. For real property, the notice is filed in the office designated by the state where the property is located. For personal property, the notice is filed in the location where the property is located or situated under state law (for example, where UCC financing statements are filed).

*Warning: The IRS plays by its own rules. The UCC rules do not control the form or content of the IRS filings. If the IRS assessment and notice filing date occurs before a secured party properly perfects its security interest, the IRS will almost always win the fight for priority. This is usually the case even if the debtor name filed by the IRS is not exactly right as required by the UCC for financing statements filed by secured parties and even if a secured party searches for and cannot find, or does not find, the IRS’ federal tax lien filing. See In re Spearing Tool and Mfg Co., 412 F.3d 653 (6th Cir. 2005).

According to Treas. Regulation Section 301.6323(d)(2), a Form 668 must identify the taxpayer, the tax liability giving rise to the lien, and the date the assessment arose. Under IRC Section 6323(f)(3), the form and content of the IRS filing, “shall be prescribed by the [Treasury] Secretary,” and, “shall be valid notwithstanding any other provision of law regarding the form or content of a notice of lien.” Form 668 only requires that the notice of lien, “identify the taxpayer, the tax liability giving rise to the lien, and the date the assessment arose.” See Treasury Regulation Section.  301.6323(f)-1(d)(1). The UCC, which applies to transactions, “that create a security interest in personal property by contract,” exempts the IRS from UCC requirements. Consequently, the UCC requirement under Section 9-503(1) to use an exact name of the debtor does not apply to the IRS. Further, a strong policy exists in favor of the federal government to collect from delinquent taxpayers in priority over voluntary creditors. See United States v. Kimbell Foods, 440 U.S. 715, 734-35, 737-38.

*Tip: As a lessor or lender, before making an advance or purchase, you should:

• Search UCC and other records to find federal tax liens, using root portions of the debtor’s name and the debtor’s exact name to find tax liens;
  
  
• Review tax returns of your debtor to confirm payment of income tax liability; and
  
  
• Obtain representations from your debtor as to its name and tax payment status.
  
  
• If a tax lien shows up, the IRS may still not win the top priority spot. You should:
  
  
• Analyze your facts against the list of complicated limitations and exceptions to the IRS’
  lien power set forth in IRC Section 6323 to find one that can sustain your priority against the debtor;
  
  
• Focus initially on exceptions pertaining to commercial financing transactions and the 46-day grace period after the IRS lien filing to determine if you can win the priority contest;
  
  
• Hire competent counsel promptly to deal with the IRS; and
  
  
• Remember that the federal tax lien is a complex, yet limited, right to collect income taxes.

The IRS is a powerful adversary with strong public policy behind it to collect taxes. Act promptly to resolve tax liens and to preserve your rights and remedies against your debtor. For more on the process and procedures, see IRS Guidelines For Federal Tax Liens.

Thanks to George Schutzer, a senior tax partner at Patton Boggs in our Tax Group, for editing this article.

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About Patton Boggs LLP; Recent Publications; Upcoming Speeches

Patton Boggs LLP is a law firm of more than 450 lawyers located throughout the United States and internationally in Doha, Qatar. Patton Boggs most recently added offices in the New York metropolitan area. The firm has done business in over 70 countries during its almost half a century of operation, and increasingly focuses on such dynamic markets as India, China, Brazil, and Western Europe in business and public policy matters.

Patton Boggs has major practice areas in Business Transactions, Intellectual Property, Public Policy, and Litigation. These groups are composed of many practice groups designed specifically to meet client needs and the needs of developing markets. I often focus on aviation, power, infrastructure, and technology matters as part of the 120-member Business Transactions Group.

The firm provides a broad array of skills in domestic and international business transactions. BLN covers a small part of the skills available at the firm. These capabilities include equipment finance and leasing, corporate finance, secured transactions, syndications, mezzanine finance, enhanced use and other federal leasing, project finance, real estate, healthcare, pharmaceuticals and technology transactions, and public policy work. We devote a significant part of our time to wind power, cogeneration, and oil and gas matters worldwide. We also address related creditors’ rights/bankruptcy in structuring transactions and resolving troubled credits.

We assist our clients with buying, selling, financing, and leasing real and personal property, including business and commercial aircraft, energy assets, facilities, vehicles, production equipment, technology hardware and software, and health care equipment, as well as highways and other infrastructure projects. We have specific teams for aviation, infrastructure/power, health care, federal leasing/finance/marketing, municipal leasing/finance, and international transactions by region or country. We provide extensive and newly expanded litigation resources with the addition of high-profile litigators in our New Jersey office.

You are welcome to call me at 214.758.1545 or e-mail me at dmayer@pattonboggs.com. We value your contact with us on any topic, including questions arising from BLN articles or about our law practice.

Publications

The following is representative of recent works by David G. Mayer:

• Aviation finance will take flight under Cape Town Treaty, by David G. Mayer, Ft. Worth Business Press (Feb. 13, 2006).
  
  
• Federal Leasing: A Lifeline in a Sea of Red Ink? – The Feds need us, by David G. Mayer, ELT Magazine, the leasing publication of the Equipment Leasing Association (Jan.- Feb. 2006). Thanks to Jack Helmly of GTSI Financial Services and Michael Guiffre of Patton Boggs LLP for their editing and input on this article.
  
  
• Legal Opinions and Title Insurance Mitigate Risk Under The Cape Town Convention, by David G. Mayer and Frank Polk, aviation partner at McAfee & Taft, LNJ’s Equipment Leasing Newsletter (Nov. 2005).
  
  
• True Leases Under Attack: Lessors Face Persistent Challenges to True Lease Transactions, by David G. Mayer, Journal of Equipment Lease Financing (Special Issue, Fall 2005), a 17,000-word article. Special thanks go to the many editors, including Patton Boggs bankruptcy partner, Jeff LeForce; Patton Boggs tax partner, George Schutzer; Patton Boggs associate, Joel A. Bannister; three members of the ELA's Legal Committee; and two Foundation reviewers. 2005 JELF ARTICLE OF THE YEAR!
  
  
• The Cape Town Convention: New Complexities and Opportunities, by David G. Mayer and Frank Polk, aviation partner at McAfee & Taft, LNJ’s Equipment Leasing Newsletter (Oct. 2005).

Upcoming Speeches

• On September 18-20, 2006, the Equipment Leasing Association will sponsor the Lease Accountants Conference at the Omni La Mansion del Rio in San Antonio, Texas. On September 20, from 9:00 a.m.–10:15 a.m., Joseph P. Sebik of JP Morgan Chase Capital and David Mayer of Patton Boggs will cover, in a Breakout Session, fundamentals of “Lease Documentation.”
  
  
• On October 22-24, 2006, the Equipment Leasing Association will sponsor the 2006 Annual ELA Convention at the JW Marriott Resort in Desert Springs, California. On Monday, October 23, 2006, from 2:30 p.m. – 4:30 p.m., Gary Mendell of Meridian Finance Group and David Mayer of Patton Boggs will present a Breakout Session titled, “Cross-Border Financing: Doing Successful International Deals.”

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Thanks to BLFN’s Team

I would like to thank BLFN’s team at Patton Boggs LLP. The team includes J. Atwood Jeter, a senior associate in the firm’s business transactions, real estate, and wind energy groups; the Patton Boggs staff editors, Paul Dumansky and Adrian Nicole McCoy; our Project Manager, Melissa Green; Claire Campbell; and our designer, Winston Jackson. Thanks also to Douglas C. Boggs, a Business Group/Securities partner and web site reviewer for BLFN, and our Marketing Chief, Mary Kimber, for assisting BLFN through our firm’s editing, design, and posting process.

All the best,

David

David G. Mayer
Founder: Business Leasing and Finance News
(formerly Business Leasing News)
Partner: Patton Boggs LLP
2001 Ross Avenue
Suite 3000
Dallas, Texas 75201
(214) 758-1545 (phone)
(214) 758-1550 (fax)

E-Mail: dmayer@pattonboggs.com

© David G. Mayer 2002-2007