Business Credit Principles

Designed and written by fellow credit professionals, Business Credit Principles is essential for every credit professional. This comprehensive course covers all of the vital elements of business credit, including the role of credit in financial management, the components of effective credit department systems, specific government regulations that pertain to business credit, credit policy and procedures, selling terms, negotiable instruments, the Uniform Commercial Code, credit investigations, finance and business insurance, business credit fraud, factors associated with credit limits, and international trade, as well as bankruptcy codes and alternatives to bankruptcy.

The eighth edition of Principles of Business Credit has been strategically organized within six concepts:

Part 1: How Credit Works
Part 2: The Legal Aspect
Part 3: Extending Credit
Part 4: Verifying Creditworthiness
Part 5: Financing and Payment
Part 6: Bankruptcy

Business Credit Principles is the perfect substitute or supplement to any credit department training program. Included with each module is a complimentary digital copy of the chapter it corresponds to in Principles of Business Credit. Principles of Business Credit is a must-have reference guide for credit professionals of all levels.

Module Levels are indicated as follows:

= Basic          

 = Intermediate         

  = Advanced          

 = Update

A. Credit in the Business World

Credit is a privilege granted by a creditor to a customer to defer the payment of a debt, to incur debt and defer its payment, or to purchase goods or services and defer payment. This module provides an introduction to the topic of credit. It explores the history of credit, the primary reasons credit is offered and presents an overview of the credit process. Additionally, the types of credit are defined and discussed. Lastly, the chapter provides an overview of the Federal Reserve System (Fed) and how it controls the U.S. economy.

After viewing this module, students should understand:

• The historical development of credit.
• The primary reasons to offer credit.
• The important elements of credit.
• The credit process and where credit fits into a business cycle.
• The different types of credit.
• The Federal Reserve System and its impact on the economy.

B. Credit in the Company

Business is concerned with the sale of goods or services for a profit. This module discusses the role and structure of the credit department in a business setting from strategic and organizational points of view. It also covers the credit department’s goals and the relationships between the various departments. The daily activities of the credit department including collections are described.

After viewing this module, students should understand:

• Why credit is a function of business.
• The strategic role of credit.
• Where credit typically fits within the business organization.
• The role of credit in financial management.
• The role of credit in the operating cycle.
• The goals and core activities of a credit department.

C. Organizing the Credit Department

The properly organized credit department plays a critical role in managing accounts receivable portfolio risk to protect profits, prevent potential losses and help the company sell more products or services.

This module discusses the role of the credit department from an organizational point of view. Proper structuring of the credit department—from a one-person operation to a multi-tiered, multifunctional entity—ensures that the role of credit contributes to the overall success of any company regardless of size.

After viewing this module, students should understand:

• Organizational options for the credit department.
• Centralization vs. decentralization.
• Responsibilities of management.
• Effective credit policies and procedures.
• How to build a strong credit team.

D. The Credit and Sales Partnership

The credit and sales relationship is symbiotic; one does not exist without the other in a successful organization. Both departments use much the same customer information to accomplish their objectives, albeit independent of the other, and each department can provide information that helps the other do its work more efficiently. This module looks at some ways credit and sales can work together to maximize efficiencies, make a positive impact on company profits and provide the best possible customer service.

After viewing this module, students should understand:

• How credit can be a sales tool.
• Describe the Cs of credit and sales partnership.
• Dealing with new or potential customers.
• Dealing with existing customers.
• How credit contributes to the sales department.

E. Legal Forms of Business

The legal form of a debtor’s business may represent a key risk factor for creditors. Consequently, it is important that credit professionals understand the different forms of business, particularly as they affect the rights of creditors and debtors. State laws primarily govern the legal forms of business. For details of how the topics in this chapter relate to each state, consult the NACM Manual of Credit and Commercial Laws.

After viewing this module, students should understand:

• The importance of the customer’s legal form of organization in credit decisions.
• The major features of proprietorship.
• The different type of partnerships.
• The major features of corporate organizations.
• The major features of S corporations.
• The major features of limited companies, estates, common law trusts, joint. ventures, cooperative societies and non-profits.
• Other features of organizations that are relevant to credit professionals.

F. Legal Environment of Credit – Antitrust Regulations

There is a critical need to be aware of the specific government legislation that pertains to business credit. Government legislation not only creates and protects the rights of creditors but also imposes limitations on business activities. Credit department policies and procedures should be in place to ensure that all actions taken by the department and its employees are within the boundaries of the law.

Specifically, this module covers the four critical antitrust laws and how they affect the credit professional on a daily basis. 

After viewing this module, students should understand:

• The four cornerstone federal antitrust acts and why they were written into law.
• The Legality of Information Exchange.
• Guidelines for trade association meetings.

G. Legal Environment of Credit – Beyond Antitrust Regulations

There is a critical need to be aware of the specific government legislation that pertains to business credit. Government legislation not only creates and protects the rights of creditors but also imposes limitations on business activities. Credit department policies and procedures should be in place to ensure that all actions taken by the department and its employees are within the boundaries of the law.

Specifically, this module covers specific legislation, beyond antitrust laws, that impact the credit profession on a daily basis.

After viewing this module, students should understand:

• The Fair Credit Reporting Act and its applications in consumer and commercial credit
• The applicable practices a creditor must follow under the ECOA and Regulation B.
• The purpose of the Consumer Financial Protection Bureau.
• The rules that a creditor must follow under the Fair Debt Collection Practices Act when collecting from a debtor.
• What information a creditor must disclose to a consumer applying for credit under the Truth in Lending Act and Regulation Z.
• What constitutes an e-signature and its provisions.
• The procedures and requirements a holder of unclaimed property must follow.
• Why SOX was enacted and its requirements for corporate responsibility and accountability.
• The Red Flags Rules.

H. The Uniform Commercial Code

Laws governing sales began in England when merchants developed the law of merchants or a system of rules, customs and usages that regulated their transactions. Eventually, the law of merchants was combined with British common law. By 1882, the English Bills of Exchange Act was adopted by the British Parliament, followed by the Sale of Goods Act in 1893.

Using these two English laws as an example, two sets of laws were created by the National Conference of Commissioners on Uniform State Laws in the United States: the Uniform Negotiable Instruments Act (1896) and the Uniform Sales Act (1906). Other laws relating to commercial transactions were also created in the early 1900s such as the Uniform Warehouse Receipts Act (1906), the Uniform Stock Transfer Act (1909), the Uniform Bills of Lading Act (1909), the Uniform Conditional Sales Act (1918) and the Uniform Trust Receipts Act (1933). By the mid-1900s, it became clear that these various laws needed revision to keep current with business and to be integrated into one set of laws.

In 1942, the Uniform Commercial Code was designed as a joint project between the American Law Institute and the National Conference of Commissioners of Uniform State Laws. It took 10 years for the appointed editorial board and drafting committees to produce an official text, which underwent several revisions. Today, the Permanent Editorial Board (PEB) for the UCC is the body responsible for the uniformity of enactment and construction of the UCC and for evaluating and preparing proposals for amendment.

I. Credit Policy and Procedures

A well-defined credit policy allows a business to achieve established goals and serves as a guide in determining how to handle a variety of situations. In the decision-making process, credit policy is interpreted and applied to actual situations with guidelines or procedures that are devised by credit professionals to standardize the requirements assigned to the department. Companies can publish procedure manuals as ready references for employees.

J. Credit Applications

A well-defined credit application provides the basis for gathering information and implementing the company’s policies. The credit application is the primary document which allows the credit professional to “Know Your Customer (KYC).” It may also serve as a contract.

K. Terms and Conditions of Sale

Arrangements that specify the contractual conditions of transactions between sellers and buyers for the sale of goods or services are known as terms and conditions of sale. In other words, these arrangements are the rules that govern the sales transaction. They include payment terms, which specify whether or not open credit is to be part of the sales transaction, the length of time for which credit is to be granted and other features such as discounts. Although this module will focus on payment terms, terms and conditions of sale also include other nonpayment conditions, such as warranties, return privileges and insurance coverage. From a legal standpoint, the words terms and conditions are interchangeable and will be treated accordingly in this module.

The impact of terms on an organization’s operations is significant. The granting of time for the customer to make payment represents a commitment of operating funds by the seller. Also, in most instances, the granting of open credit will permit the customer to receive product and/or services before payment is rendered. This situation increases the seller’s risk of loss in the event of customer insolvency or irreconcilable disputes. Both of these elements, the seller’s ability to finance its receivables and exposure to losses from bad debts or disputes, must be factored into the seller’s credit policies with respect to terms decisions.

L. Credit Investigations 

One of the core functions of the credit department is credit investigations. The greater the effort made to gather information at the beginning of the buyer/seller relationship, the easier it may be to collect accounts later. This module discusses all phases of gathering credit information—from the legal right to do so to the reasons such investigations are important to setting up the process. Sound credit decisions can only be made on the basis of adequate information about a customer’s business, its financial condition, the character of the principals and other business matters.  

 M. Business Credit Fraud 

Predatory individuals perpetrate crimes of theft against companies by manipulating credit terms through misleading statements or actions which can cause significant financial losses. The real-life cases discussed in this chapter have been distilled into a variety of situations, circumstances and occurrences that, when identified, most often result in financial losses involving credit. These fraud warning signs are intended to serve as primary clues that a fraud against a company may be in progress.

The objective of this module is to provide a description of those known circumstances that most frequently reveal the trail of fraud and help credit professionals identify the steps necessary to protect their firms from financial loss through credit risk. 

N. Making Credit Decisions 

The basic objective in making credit decisions is to find ways to approve an order with reasonable expectation that the customer will pay in accordance with established credit terms. A decision to grant or not to grant credit affects sales revenue, profit, production and procurement. If the customer is a good credit risk, the order may be approved as submitted. Otherwise, alternatives should be developed that are acceptable to the credit department and the sales department—and still meet the customer’s needs.

It is desirable to establish routine procedures for making most credit decisions. Credit approval, through the use of order limits or overall credit limits, can streamline the workload in the credit department. The goal is to approve credit with minimum delay, provide customers with prompt service and control administrative costs. If routine orders can be processed quickly and efficiently, the credit professional has additional time to devote to more demanding credit matters. This module discusses approaches and decision factors associated with making credit decisions with speed, accuracy and efficiency. 

O. International Trade 

Companies selling internationally have a number of unique decisions to make before shipping an order. The first of these will be based on an analysis regarding the country in which a seller is planning to do business. Once the country risk is understood, a credit decision can then be made on the customer placing the order. Consideration should be given to how the shipment will be billed and financed.

The simplest way of extending credit is on open account, however, with this method comes the greatest risk. Other methods of payment include selling by means of various drafts, letters of credit and cash prior to delivery. All of these methods are used extensively in international trade and will be discussed later in this module. 

P. Finance and Business Insurance 

Customers often borrow money as a means of financing their operations. These sources of financing such as banks, finance companies, factors and other institutional lenders, usually have first claim on a significant portion, if not all, of the customer’s assets by becoming a secured creditor through a filing under the Uniform Commercial Code. The customer’s reliance on the lender, and the lender’s superior collateral position, make it important for a grantor of unsecured trade credit to fully understand the relationships between the two parties. This module explores the various choices available to borrowers, as well as alternative methods of financing. 

Q. Negotiable Instruments 

As commerce and trade developed, people moved beyond the reliance on barter to the use of money. Gradually, there was a need to use substitutes for money, such as commercial paper. Commercial paper is a contract for the payment of money. It can serve as a substitute for money payable immediately, such as a check, or it can be used as a means of extending credit. Commercial paper, consisting of notes and drafts, reflects the needs of merchants, traders and importers. These groups were responsible for the development of the negotiable instrument and the eventual creation of a set of rules for settling disputes in the courts they established for that purpose. These instrument’s rules became known as the law of negotiable instruments. 

Gradually, the rules were codified and a uniform negotiable instruments act was passed by every state legislature. When the Uniform Commercial Code was drafted, Article 3 contained the statutory law that governs commercial paper. This Article (as enacted in different states) was in part superseded in 1987 when the U.S. Congress passed the Expedited Funds Availability Act, implemented by Availability Act Regulation CC of the Federal Reserve Board, which effectively superseded prior state laws. Article 3 of the UCC was then rewritten to comply with applicable federal laws and regulations and is now the principal source of law governing negotiable instruments.  

R. Bankruptcy Code Proceedings 

The term bankruptcy comes from Latin and means “broken bench.” Originally, when a merchant failed to repay suppliers in a timely manner, the suppliers would break the benches that displayed the goods of the merchant. With a broken bench, that merchant was unable to conduct business. Today, bankruptcy is far more complex and is governed by federal law. This chapter presents the general basics of bankruptcy. As with all legal issues, credit professionals are urged to seek legal counsel.   

S. Bankruptcy Alternatives 

There are many ways of handling the affairs of insolvent or financially distressed business debtors. One is to keep the debtor in business and restore the business to profitability. Another is to put the debtor out of business, sell the assets and distribute the proceeds among creditors.

Creditors usually prefer to rehabilitate a distressed debtor by voluntary out-of-court settlement. When rehabilitation is not possible they may liquidate assets outside of bankruptcy proceedings through a general assignment for the benefit of creditors. The credit professional that is familiar with both of these methods, and their advantages and disadvantages, will be able to participate effectively in whatever action is taken when a customer becomes insolvent.

Toni Drake brings over 30 years of oil and gas credit experience to the table. Toni holds a CCE, NACM’s most prestigious designation. After earning her CCE, she went on to attend and excel at NACM’s Graduate School of Credit and Financial Management to further her education in the field of credit. Toni continues to support the credit profession as a speaker and instructor at events like NACM’s annual Credit Congress.

Wanda Borges, the principal member of Borges &, Associates, LLC. Wanda has specialized in commercial insolvency practice and commercial litigation representing corporate clients throughout the United States for an excess of thirty years.

She is a regular lecturer for NACM and its various affiliates. She has prepared and continues to update various courses including "Advanced Issues in Bankruptcy", "Basics in Bankruptcy", "Current Cases in Bankruptcy", "Creditor's Committees", and "Antitrust Issues", which have been presented at past NACM Annual Credit Congresses and at trade credit association meetings. Wanda is also faculty member for the NACM's Graduate School of Credit and Financial Management.

Jay Tenney has been involved in credit for over 22 years. His first 10 years in credit he worked for the largest credit insurer in the world, and now works as a credit broker. Jay continues to support NACM as the Chairman of NACM Southwest and is a frequent speaker at NACM events. Jay has a BS in Agricultural Economics/Marketing from the University of Illinois. 

Michael Williams is a graduate of Troy University with a Bachelor of Science in Business Administration.  Out of college, Michael served as a Captain for 7 years in the US Marines Corp, was a Marine pilot, an Aide to 2 commanding Generals, and is a proud Vietnam Veteran. He has served the NACM membership for over twenty years as Vice President of NACM Relations.  A familiar face within the NACM, Michael has partnered with NACM Members of all sizes to introduce creative solutions for third party efficiencies and system integrations. Michael is also a conference speaker, round table expert, and NACM certification curriculum contributor.

Abby Odneal started at NACM Southwest in a part-time summer position.  She liked it so much that 30 years later she is now the Chief Operating Officer.  Her long tenure at NACM has given her the opportunity to be actively engaged in all areas of NACM including Collections, Credit Reporting, Industry Groups, Education, and their Adjustments department. Abby also has a degree in accounting from the University of North Texas and is a Certified Association Executive.