Bankruptcy Code (11 U.S.C.): Key sections include Section 510 (Subordination), Section 507 (Priorities), and Section 726 (Distribution of property of the estate). These sections govern the treatment of subordinated claims in bankruptcy proceedings.
Uniform Commercial Code (UCC): Article 9 on Secured Transactions and related perfection and priority rules that govern security interests and lien priorities in personal property.
Federal and State Securities Laws: Including Securities Act of 1933, Securities Exchange Act of 1934, and state 'Blue Sky' laws that may apply to the subordination arrangement if it involves securities.
State Corporate Laws: Including Delaware General Corporation Law (if Delaware entities) and relevant state corporate laws where entities are incorporated, governing corporate authority and actions.
Fraudulent Transfer Laws: Including Uniform Fraudulent Transfer Act (UFTA) and Uniform Voidable Transactions Act (UVTA), which protect creditors from fraudulent transfers between related entities.
Federal Reserve Regulations: Including Regulation W governing transactions between member banks and affiliates, particularly relevant if financial institutions are involved.
Tax Considerations: Internal Revenue Code provisions and Treasury Regulations regarding related party transactions and their tax implications.
Contract Law Principles: General contract law principles including formation, consideration, enforceability, and interpretation of contractual agreements.
