Financial Oversight and Management Board for Puerto Rico v. Andalusian Global Designated Activity Company, et al.

Article 9 of the Uniform Commercial Code (“UCC”), which has been adopted nationwide, states that a security interest is perfected by filing a financing statement only if the financing statement provides the correct name of the debtor. Potential lenders search the Article 9 filing system using the debtor’s name, and they will therefore only discover financing statements describing security interests against the debtor’s assets if the financing statement contains the correct name for the debtor. Recognizing the need for certainty, Article 9 provides objective rules for identifying a debtor’s correct name. When a debtor is an organization created by statute, its name is “the name that is stated to be the registered organization’s name” in the statute. The bondholders in the adversary proceeding below failed to include on their financing statement the name “stated to be the registered organization’s name” but instead used the debtor’s former name. The court below nevertheless held that a putative creditor would have searched the UCC database using both the new name and the old name, and therefore the incorrect, old name was sufficient to perfect. The Question Presented is: Did the court below err by inventing an exception to Article 9’s requirement that the name of a debtor for perfection purposes is “the name that is stated to be the registered organization’s name on the public organic record . . .”?