BarbriSFCourseDetails
  • videocam Encore with Live Q&A
  • calendar_month December 2, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

Structuring Pledge Agreements for Equity Interests in Partnerships and LLCs to Maximize Protection for Lenders

Key Provisions for the Security Agreement and the Borrower's Partnership or Operating Agreement, UCC Requirements

$347.00

This course is $0 with these passes:

CLE
ALL
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Description

Equity interests in LLC and partnership interests are a common form of collateral in many secured finance transactions, particularly mezzanine financing. The security agreement and related documents are fundamental in establishing a security interest in an LLC or partnership interest.

Representations, warranties, and covenants in the pledge and security agreement are often different than standard provisions for other collateral. The agreement must also address the rights being pledged, including economic, voting, and management rights.

The UCC provides two distinct paths to perfect the lender's security interest: filing a financing statement under Article 9 and/or taking possession or control of the interest using the opt-in provisions of Article 8. Counsel should understand the advantages and disadvantages of each.

Listen as our authoritative panel outlines best practices for drafting security agreements and making corresponding amendments to the borrower's operating agreement or partnership agreement to maximize the lender's protection. The panel will review the requirements for the perfection and priority of a security interest in a member or partnership interest under UCC Articles 8 and 9. The discussion will also include the 2018 and 2022 amendments to UCC Articles 8 and 9.

Presented By

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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Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, December 2, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Overview of UCC Articles 8 and 9 requirements

II. Drafting the security agreement

III. Recommended amendments to the LLC operating agreement or partnership agreement

IV. Common pitfalls and strategies to best protect the lender

The panel will review these and other key issues:

  • Why is the UCC Article 8 opt-in and perfection by possession or "control" preferable to perfection by filing a financing statement under Article 9?
  • What steps should the lender take to ensure the borrower cannot opt out of Article 8?
  • What are the key provisions to include in the borrower's operating agreement or partnership agreement to facilitate the realization of the collateral?
  • To what extent may the lender use the operating or partnership agreement to prevent the borrower from commencing a bankruptcy case to block the lender's enforcement?

This is an encore presentation with Live Q&A.