• videocam Live Webinar with Live Q&A
  • calendar_month August 26, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Commercial Finance
  • schedule 90 minutes

Secured Lending Transactions: Identifying Property the Debtor Does Not Own, Dealing with Restrictions on Assignment

Interpreting Best Efforts, Ordinary Course, Business Judgment, Reasonable Discretion

About the Course

Introduction

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. Our faculty will also discuss the Article 9 rules that override restrictions on assignment.

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. In other instances, assets might be subject to a statutory or constructive trust. Most importantly, some significant 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 webinar will help attendees identify property the debtor does not own and share drafting strategies to address transfer restrictions and exclusions. The program will delve into Article 9 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.

Listen as our authoritative panel explores these issues and more, highlighting common traps and the due diligence and drafting techniques to avoid them.

Presented By

R. Marshall Grodner
Partner
Adams and Reese, LLP

Mr. Grodner's practice focuses primarily on commercial transactions, secured transactions, commercial finance, opinion letters, commercial real estate and gaming law. He has an extensive practice representing lenders in large commercial transactions, locally, regionally and nationally. He authored or co-authored articles dealing with secured transactions, commercial real estate and other business law issues, and also presented on issues concerning loan documentation, secured transactions, ethics and professionalism in the transactional context and real estate law.

James C. Schulwolf
Partner
Shipman & Goodwin LLP

Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group.  He focuses his practice on advising clients in financing, investment, acquisition, and restructuring transactions.  In the Finance sector, Mr. Schulwolf regularly represents financial institutions including banks, mezzanine funds, and other institutional investors in structuring, documenting, and closing complex senior and mezzanine financings, including mezzanine financings with equity co-investments.  He regularly represents lenders in connection with acquisition financings, financing of alternative energy projects (including wind, solar, and fuel cell projects), asset-based loans, cash flow loans, and syndicated credit facilities and he also represents Shipman's corporate clients and private equity portfolio companies in their financing transactions.

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


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, August 26, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Identifying property the debtor does not own

A. Property owned by a related party

B. The undisclosed partnership

C. Statutory trusts

D. Constructive trusts

II. Dealing with restrictions on transfer

A. Legal restrictions

B. Contractual restrictions

C. UCC overrides

D. Caveats

The panel 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?