Why you should attend
Article 9 of the Uniform Commercial Code applies to secured transactions, which are interests in specific collateral granted by the debtor in conjunction with the debtor’s promise to pay. At Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9
, you will learn the fundamentals of acquiring a security interest, including how to attach, to perfect (filing and non-filing methods) and to gain (and maintain) priority in the collateral of your choice. You will learn how to secure the most common forms of collateral, as well as how to perfect a security interest in some uncommon forms of collateral. In addition, our expert faculty of UCC practitioners will cover the basics of drafting the security agreement, and common default and enforcement issues, including protecting your security interest from the bankruptcy trustee. Plus you will hear about emerging topics: the proposed revisions to Article 9 and recent case law.
What you will learn
- Where to file
- How to describe the collateral
- Determining the debtor’s name
- How to categorize collateral
- Techniques for drafting the security agreement
- Is perfection by filing the best method?
- How to perfect a security interest in a securities account and a deposit account
- What are the non-temporal priorities, and why do they matter?
- How do you know that the security interest has attached?
- How to perfect in assets commonly held by individuals
- How to comply with the default enforcement rules
- What is the difference between a public and private sale?
- When can the secured creditor buy in at the sale?
- Forthcoming changes to Article 9 - what you need to know
- How bankruptcy can affect your lien
Who should attend
Attorneys at all levels who are involved in securities, corporate, banking and finance, and insurance law, and in-house counsel, financial planners, financial advisors, bankers and accountants.
Morning Session: 9:00 a.m. - 12:30 p.m.
Kenneth Chin, Penelope L. Christophorou
A. Basic Building Blocks: Attachment, Perfection, and Priority
- Does Article 9 apply to the transaction?
- What does a security agreement require?
- When does an oral security agreement work?
- How specific does the collateral description have to be?
- When does the secured party get automatic perfection?
- How do you “possess” collateral?
- What happens to perfection if something changes about the debtor post-closing?
- What is a “superpriority rule,” and how does it work?
B. Drafting the Security Agreement
- Crafting the collateral description and secured obligations
- Dealing with non-assignable collateral and tort claims
- Confirming or ratifying authorization for the filing of financing statements
- Maintaining priority and perfection - necessary steps
- Establishing standards for collateral disposition and collection on enforcement
- Addressing non-Article 9 collateral
- Including other provisions common in practice
Edwin E. Smith
10:30 Networking Break
A. The Filing System
- The “open drawer” policy
- Nationally uniform financing statements
- Debtor signature vs. debtor authorization
- Description of collateral on the financing statement
- Location of debtor vs. location of collateral
- Determining the location of the registered entity and the foreign debtor
- Which types of collateral affect the filing jurisdiction
- Estates and trusts as debtors
- Extended filing for public finance transactions
- Bogus filings and the debtor’s correction statement
- Continuation and termination, avoiding a potentially significant transition glitch
- The continuing impact of the Spearing Tool case
- Individual name update - proposed revisions
- Unauthorized terminations
Darrell W. Pierce
B. Highlights of Forthcoming Changes
- Financing statements: determining the name of an individual debtor and a registered organization debtor
- Statutory or common law trusts financing statement requirements
- New rules for after-acquired property when a debtor changes its location or new debtor becomes bound by the original debtor’s security agreement
- Treatment of hybrid chattel paper
- Clarification of anti-assignment provisions
- Secured party’s right to “correct” record
- Clarification of enforcement rules
Sandra S. Stern
C. Recent Case Law
Hear about recent developments in case law, including implications for:
- Agreement drafting
- Deal negotiation
- Deal strategy
Edwin E. Smith
Afternoon Session: 1:30 p.m. - 5:00 p.m.
A. Common Assets/Uncommon Collateral and Special Collateral Types
- How to perfect in the following types of common assets:
– Cash Management Accounts
– Money Market Accounts
– Certificates of Deposit
– Treasury Securities
– Hedge Fund Interests
– Co-op Apartment
– Vacation Home
– Life Insurance Policy
– 401(k) Plan
– Individual Retirement Accounts
- Why you choose a particular method of perfection based on your type of collateral
- Types of collateral that are perfected automatically, upon attachment, or by control
- Priority of non-filing creditors over filing creditors
- Perfecting a security interest in securities and securities accounts
- Recent developments in negotiating securities account and deposit account control agreements
Penelope L. Christophorou, Mae R. Rogers
B. LLC and Limited Partnership Interests as Collateral
- Effects of UCC characterization of equity interests
- Effects of entity statutes
Tarik J. Haskins
C.The UCC and Anti-Assignment Clause Overrides
- UCC negation of anti-assignment provisions (does it apply?)
- What are the consequences?
Neil B. Cohen
3:30 Networking Break
A. Default and Enforcement
- Planning an exit strategy
- Has there been a default?
- Collecting deposit accounts
- Repossession and landlord waivers
- Intellectual property collateral
- LLC and limited partnership interests
- Judicial or non-judicial enforcement?
- The commercially reasonable sale
- Public vs. private sale
- The secured party’s right to buy in
- Debtor remedies for noncompliance
- Securities laws impact on secured party remedies
Kenneth J. Carl
- How does bankruptcy affect liens?
- Automatic stay
- Avoidance actions and powers of the Trustee
- Fraudulent Conveyance
- Post-petition effect on security interests
- Adequate protection
Kristen V. Campana
Neil B. Cohen
~ Jeffrey D. Forchelli Professor of Law, Brooklyn Law School
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