Drafting Legal Opinions for Article 9 Security Interests: Navigating the Complexities and Avoiding Liability
Scope and Limitations, Interests of Opinion Giver and Recipient, Applicability of Other States' Laws
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, December 5, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide counsel in preparing and providing opinion letters for commercial financing transactions involving security interests under Article 9. The panelists will review the scope and limitations of the opinion, the balancing of the interests of opinion givers and recipients, and the applicability of crucial Article 9 choice-of-law rules.
Mr. Hepler concentrates his practice on secured debt financings. He represents borrowers and lenders in connection with syndication loan facilities, bridge financings, notes offerings, mezzanine loans and intercreditor arrangements. He also advises debtors and lenders in restructurings and insolvency proceedings. He chairs his firm's Opinion Committee.
Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group. He focuses his practice on advising clients in financing, investment, acquisition, and restructuring transactions. In the Finance sector, Mr. Schulwolf regularly represents financial institutions including banks, mezzanine funds, and other institutional investors in structuring, documenting, and closing complex senior and mezzanine financings, including mezzanine financings with equity co-investments. He regularly represents lenders in connection with acquisition financings, financing of alternative energy projects (including wind, solar, and fuel cell projects), asset-based loans, cash flow loans, and syndicated credit facilities and he also represents Shipman's corporate clients and private equity portfolio companies in their financing transactions.
Before closing a transaction involving a UCC Article 9 security interest, the lender may require the borrower's counsel to deliver an opinion confirming that the security interest was created correctly, attached, and perfected. Opinions on priority are rare and, when given, are extensively qualified.
Article 9 contains complex rules that render opinions on security interests a potential trap for the unwary. Counsel must consider Article 9's requirements in conjunction with other Articles of the UCC, such as Article 8, if the security interest covers investment property.
Article 9 is often beyond the scope of work of attorneys accustomed to preparing third-party opinions in mergers and acquisitions or other business transactions. Conversely, attorneys adept with Article 9 may not be familiar with customary practice in drafting Article 9 opinions. Article 9 legal opinions require both skill sets.
Listen as our authoritative panel discusses how to prepare Article 9 security interest legal opinions and outlines best practices to reduce the liability exposure of opinion givers.
- Legal opinions regarding security interests under Article 9 and customary practice
- Scope and limitations on security interest opinions
- Issues that may cause concern to the opinion giver or the opinion recipient
- When the law of another state applies
The panel will review these and other critical issues:
- What role does customary practice have in drafting opinion letters for security interests under Article 9?
- How broad should the scope of an Article 9 opinion be, and what are the limitations?
- How can counsel reduce risk exposure when providing Article 9 opinion letters?
Related Courses
Structuring Uptier and Drop-Down Financing Transactions: Crafting Loan Terms to Manage Exposure and Mitigate Risks
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT