BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

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, September 29, 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 examine the treatment of UCC security interests in debt obligations, intercompany loans, promissory notes, and other payment intangibles under the UCC. The program will guide counsel in creating and perfecting security interests in these contractual payment obligations.

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Thomas E. Plank
Joel A. Katz Distinguished Professor of Law
University of Tennessee College of Law

Mr. Plank is a nationally recognized speicalist on mortgage backed and asset backed securities. Before joining the UT faculty, he concentrated his law practice in real estate finance, commercial finance, public fiance, securities transactions and bankruptcy. He published many articles on bankruptcy law, securitization, and the treatment of receivables under Article 9 of the Uniform Commercial Code. Mr. Plank is also Of Counsel, Morgan Lewis & Bockius LLP.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

One complexity of creating and perfecting liens in intangible property under the UCC is determining the "type" of collateral under the classification scheme of Article 9. This is especially true of interests in payment intangibles--the right to receive payments under a contractual obligation that do not otherwise constitute an "account, chattel paper or a promissory note" as those terms are defined in Article 9.

Many contractual payment obligations such as intercompany loans, loans evidenced by promissory notes, and loans evidenced by electronic records are often part of the collateral package in leveraged finance deals. Also, rights under loans not evidenced by promissory notes are common in CLOs and participations.

There are specific considerations to create and perfect a security interest in payment intangibles. Counsel advising secured parties and debtors must understand how contractual payment obligations are treated under the UCC to protect their clients' interest.

Listen as our authoritative panel of finance practitioners discusses how to create and perfect security interests in debt obligations, intercompany loans/debt, loans called promissory notes, and other payment intangibles under the UCC.

Outline

  1. Article 9 definition of payment intangibles
  2. Specific types of payment intangibles (commercial loans, intercompany loans, and loans called promissory notes, but that are payment intangibles)
  3. Difference between a payment intangible, an account, chattel paper, and true promissory notes
  4. Pitfalls facing secured parties with automatic perfection

Benefits

The panel will review these and other key issues:

  • What are the potential pitfalls for secured parties seeking perfection and priority of security interests in payment intangibles?
  • How can counsel determine whether a contractual payment obligation is a payment intangible not falling within any other UCC category of intangible rights?
  • What is the difference between a payment intangible, an account, chattel paper, and a true promissory note?
  • What impact will the impending 2022 amendments to the UCC have on answering these questions?