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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, July 21, 2022

  • 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 course will discuss requirements for security documentation, UCC rules for perfecting the security interest, and the pitfalls encountered with competing liens and hidden liens that may trump the lender's lien priority.

Faculty

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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Jeffrey A. Wurst
Bodner Law, PLLC

Mr. Wurst has more than 30 years of experience and is well recognized for handling significant commercial finance and bankruptcy matters. He is an esteemed fellow of the American College of Commercial Finance Lawyers and is a panelist on the American Arbitration Association’s National Roster of Arbitrators. Mr. Wurst has significant expertise in asset-based lending, factoring, and all other areas of commercial finance, bankruptcy matters, workouts and turnaround situations. He is actively involved in the documentation of commercial finance and leasing transactions, as well as litigation that may arise out of or in connection with such transactions.

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Description

The UCC sets forth specific requirements for a security agreement to be enforceable against a debtor, including that the security agreement contains an adequate description of the collateral. Perfection rules vary according to the type of collateral.

UCC practitioners must know potential pitfalls and exercise due diligence to ensure that security interests attach, are perfected, and priority-protected, as most dramatically illustrated in some recent court decisions.

Lenders' counsel should also identify, assess the risk, and deal with situations where secret or competing liens on UCC collateral may arise, whether before or after the closing of a loan. Failing to address and deal with these risks adequately can lead to losing the senior secured lender's lien priority.

Listen as our authoritative panel of finance practitioners reviews requirements for UCC security documentation, rules for perfection, and pitfalls encountered with competing liens and hidden liens that may jeopardize the lender's lien priority.

Outline

  1. Security documents
    1. Security agreement: relevant language
    2. Description of the collateral
  2. Perfection of the security interest
    1. Perfection by filing
      1. UCC 1 financing statement, Article 9 requirements
      2. UCC 3 amendment or termination statement: lessons from Motors Liquidation
      3. Rules for trusts
  3. Priority and other liens
    1. Competing liens: PMSIs and contractual subordination
    2. Hidden liens

Benefits

The panel will review these and other key issues:

  • What were the fundamental changes in the UCC Article 9 amended rules related to filing financing statements?
  • What are the rules for perfecting a security interest, and what pitfalls can the lender encounter?
  • What are the lessons from the lender's loss of priority in some recent court decisions?
  • What due diligence can counsel for senior secured lenders conduct to help identify the presence of existing secret or competing liens?