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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, June 27, 2024

  • schedule Time

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

  • timer Program Length

    90 minutes

Credit Information

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

$347.00
CLE
ALL

This CLE webinar will discuss drafting and interpreting exclusions from collateral for assets that are subject to restrictions on being pledged by the loan parties. The speaker will also discuss the Article 9 rules that override restrictions on assignment.

Faculty

Stephen L. Sepinuck
Special UCC Advisor
Paul Hastings, LLP

Professor Sepinuck began his career practicing law and after a few years became a full-time academic in 1989. He specializes in courses on Secured Transactions, Bankruptcy, Sales, Contracts, and Transactional Skills and has authored numerous articles, written 20 books, and won awards for both his teaching and his scholarship. In the 1990s, Professor Sepinuck served as an advisor to the Drafting Committee that revised Article 9 of the Uniform Commercial Code and he chaired its Task Force on Deposit Accounts. From 2006-2009 he served as chair of the ABA’s UCC Committee and around that time served as the ABA Advisor to the Joint Review Committee for Article 9 of the UCC. Professor Sepinuck has served as reporter for the Uniform Certificate of Title for Vessels Act and as the Associate Reporter for the 2022 UCC Amendments on Emerging Technologies. In 2022, he returned to full-time private practice as Special UCC Advisor at Paul Hastings.

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Description

Many commercial lenders expect to obtain a security interest in all the borrowers' assets. But often there are unanticipated problems. Some important assets might be owned by a related party, perhaps even a party of which the lender is unaware. Some assets might be subject to a statutory or constructive trust. Most important, some important assets are likely to be subject to a legal or contractual restriction on assignment, and that restriction might impede attachment of enforcement of a security interest.

This program will explore these issues by highlighting common traps and the due diligence and drafting techniques to avoid them. The program will delve into Article 9's rules that override restrictions on assignment, explaining to what assets the rules apply, to what assets the rules do not apply, and the extent to which the rules can be relied upon.

Outline

  1. Identifying property the debtor does not own
    1. Property owned by a related party
    2. The undisclosed partnership
    3. Statutory trusts
    4. Constructive trusts
  2. Dealing with restrictions on transfer
    1. Legal restrictions
    2. Contractual restrictions
    3. UCC overrides
    4. Caveats

Benefits

The speaker will review these and other questions:

  • What are the traps for the unwary in exclusions from collateral for assets that are subject to restrictions on assignment or security interests?
  • What are the Article 9 rules that override restrictions on assignment?