Drafting Receivables Purchase Documents: Avoiding Contracting Pitfalls for Sellers and Purchasers
Key Provisions, UCC Requirements, Bankruptcy Principles
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Wednesday, December 18, 2019
- schedule Time
1:00 PM E.T.
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE course will guide counsel through crafting critical provisions in the Receivables Purchase Agreement and similar agreements (RPA) and other transaction instruments. The panel will provide practical strategies to avoid common drafting pitfalls, minimize contract disputes, and protect client interests.
This program will explain and discuss the UCC underpinnings of the RPA market, including such issues as: the definition of "account" and how it has been expanded; the UCC provisions invalidating restrictions imposed by account debtors on transfer of accounts; rules on perfection and priority; and certain state law variations. We will also address the concept of "true sale" and what that means to both purchasers and sellers. We will also analyze how cross-border transactions intersect with this legal background.
We will also consider such concerns as due diligence, inspection of underlying documents, and the risk of fraud. The panel will discuss document provisions often used in this market, alternatives, and tips on negotiation.
Listen as our panel of experienced practitioners guides listeners on how to prepare, negotiate, and close transactions in this dynamic market segment. Our speakers will help parties better understand the complex legal questions that often arise in these transactions.
- Committed and uncommitted programs
- Single purchaser and multiple purchasers
- Who is the "seller"?
- Recourse and non-recourse
- True sale
- Dominion
- Factoring and merchant cash advance
- Maturity, collection, and other types of factoring arrangements
- Electronic platforms
- Types of receivables--market observations
- Concept of "eligibility"
- UCC searches, filing, and priority
- Governmental obligors
- Bankruptcy implications
- Debtor-in-possession issues
- Disputes
The panel will review these and other noteworthy issues:
- What are the principal features of documents utilized in this market?
- What are the issues for banking organizations as purchasers?
- What are the licensing requirements for non-bank purchasers?
- Which provisions of major agreements are standard, and which are often negotiated?
- Which documents are usually required at closing, including legal opinions?
- What issues are commonly recurring "sticking points"?
