UCC Articles 8 and 9 and the Hague Securities Convention
Revising Securities Account and Account Control Agreements, Determining Where to File, Transitional Issues
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Tuesday, December 20, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE program will explain the effect of the Hague Securities Convention on practices under Articles 8 and 9 of the Uniform Commercial Code. It will focus on the circumstances in which new clauses should be inserted into securities account agreements and account control agreements and in which instances the jurisdiction for perfection, priority, or the rules for enforcement of a security interest may change. The panel will also discuss some recent Articles 8 and 9 decisions.
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.
Professor Bjerre specializes in commercial law. Active in national and international projects to modernize commercial law, he is a member of the Permanent Editorial Board for the Uniform Commercial Code, the Uniform Law Commission, and the American Law Institute. He was a member of the United States delegation for the negotiation of the Geneva Securities Convention. Prior to joining the Oregon Law faculty, he practiced transactional finance law for six years with the multinational law firm of Cleary, Gottlieb, Steen & Hamilton LLP in New York.
Ms. Rocks' practice focuses on commercial financing, including secured transaction and bankruptcy law. She is Co-Chair of the Investment Securities Sub-Committee of the ABA Business Law Section UCC Committee. She also serves on the TriBar Committee on Legal Opinions and participated in TriBar's preparation of its original and updated reports on security interest opinions under Article 9 of the UCC.
The Hague Securities Convention, which has been effective as a matter of United States commercial law since Apr. 1, 2017, addresses significant conflict of laws issues that arise when securities are held with a bank, broker, or clearing corporation through the so-called "indirect holding system" and have some cross-border element, e.g., the securities are issued by an issuer in another country, are held by a broker in another country, or are subject to an adverse claim from a person in another country.
The uncertainty under current law on these issues creates significant risks for securities customers, banks, brokers, clearing corporations, and third-party lenders in transactions with one or more cross-border elements. The Convention, if widely adopted, would resolve these issues and, in any event, already affects transactions under Articles 8 and 9 of the Uniform Commercial Code.
Listen as our authoritative panel of commercial finance attorneys guides you through the Hague Securities Convention and its effect on current practices under Articles 8 and 9 of the Uniform Commercial Code and recent court decisions under Articles 8 and 9.
- General summary of the indirect holding system and the provisions of the Convention
- Impact of the Hague Securities Convention on current practices under UCC Articles 8 and 9
- Suggested provisions for securities account agreements and securities account control agreements
- Change of location for the perfection of a security interest by filing
- Recent UCC Articles 8 and 9 cases involving investment property
The panel will review these and other key issues:
- How does the Hague Securities Convention address risks facing securities customers, banks, brokers, clearing corporations, and third-party lenders?
- What do recent court decisions tell us about practice under Articles 8 and 9 of the Uniform Commercial Code?
- Under what circumstances would it be prudent to insert new clauses into securities account agreements and securities account control agreements?
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