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  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

Secured Lending to Foreign Borrowers: UCC Perfection, Enforcement Risks, and Conflict-of-Laws Issues

$347.00

This course is $0 with these passes:

CLE
ALL
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Description

Cross-border lending activity is on the rise, increasing the number of loans made to foreign borrowers or U.S. borrowers with foreign guarantors and often secured by foreign collateral. A secured lender in the United States entering into a transaction with one or more foreign obligors must comply with the provisions of the UCC to perfect its security interests in the assets of foreign obligors.

UCC Section 9-307 sets out the rules for determining the "location" of U.S. and foreign obligors based on entity type, the jurisdiction of formation, and place of business. U.S. secured creditors typically file UCC financing statements in the formation state of domestic obligors. Still, Section 9-307(c) provides an exception to the general rule for certain foreign obligors. A foreign obligor whose place of business or chief executive office is located in a jurisdiction without a UCC-style public recordation system is deemed "located" in Washington, D.C.

In addition to the UCC analysis regarding rules for perfecting security interests in foreign obligors' assets, secured lenders in cross-border transactions should also consider potential enforcement risks and conflict-of-laws issues. A U.S. secured lender cannot assume that a foreign court would recognize the attachment, perfection, or priority of a security interest created under the UCC. Under applicable conflict-of-laws principles for most tangible collateral, the "location of the debtor" rule only governs perfection and not the effect of perfection or non-perfection or the priority of security interests.

Listen as our authoritative panel discusses the nuances of UCC perfection in cross-border transactions. The panel will also discuss the application of the UCC in foreign jurisdictions, including conflict-of-laws and enforcement issues to consider.

Presented By

Matthew G. Bouslog
Partner
Allen Matkins Leck Gamble Mallory & Natsis LLP

Mr. Bouslog represents debtors, creditors, and investors in complex restructuring matters, including in- and out-of-court restructurings, distressed acquisitions, and bankruptcy-related litigation. He also has significant experience with cross-border bankruptcy matters. Mr. Bouslog also regularly advises clients on corporate governance and fiduciary duties and bankruptcy-related issues in real estate, finance, corporate, and litigation matters. In addition to his restructuring experience, Mr. Bouslog represents clients in UCC Article 9 matters and enforcement of rights and remedies generally.

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Edwin E. Smith
Partner
Morgan, Lewis & Bockius LLP

Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. He is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border. His representations have included those in major bankruptcies including Lehman and the City of Detroit. Mr. Smith often advises financial institutions on documentation and risk management issues.

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Steven O. Weise
Partner
Proskauer Rose LLP

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.

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Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, November 1, 2023

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Creating and perfecting a security interest under the UCC: applicability across borders generally
  2. UCC Section 9-307(b) and (e): general rules for determining the "location" of the obligor
  3. UCC Section 9-307(c): foreign obligors
  4. Application of UCC location rules in hypotheticals
  5. Enforcement risks and conflict-of-laws issues in cross-border transactions

The panel will review these and other essential questions:

  • How is the "location" of a U.S. borrower generally determined for filing purposes under the UCC?
  • How do the location and perfection, as well as priority rules, vary for foreign borrowers?
  • Can UCC security interests be recognized or enforced in foreign jurisdictions? How should conflict-of-laws issues be addressed?