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Complexities of UCC Article 9 Simplified

William Henning

In an area of law that requires your thorough understanding of extraordinarily complex rules, you need a seasoned guide. Bill Henning brings a lifetime of practical experience, teaching, writing, memorable anecdotes and humor to that critical assignment. Your time is valuable … make the most of it with a leading national expert who will return dividends to your practice.

Your clients will be confronted with an array of third parties — led by the bankruptcy trustee — whose interests in collateral might take priority if you haven’t created airtight transactions. Henning explores and exposes the ins, outs, tricks and traps of UCC Article 9, and he goes beyond Article 9 to explain practical steps you can take to safeguard the integrity of your clients’ transactions.

Henning has served with the National Conference of Commissioners on Uniform State Laws much of his professional life — as a commissioner from two states, as executive director, as chair of drafting committees and currently as a member of the Joint Review Committee that is preparing more than 30 significant amendments to Article 9.

Henning’s great value to you, however, is his proven ability to take the dense language of Article 9 and apply it to your every day practice. He has both an encyclopedic knowledge of Article 9 and a depth of practical knowledge as well as a wealth of specific examples of how Article 9 governs and guides the secured transactions that are the lifeblood of your clients’ businesses.

Changes are coming. You need to know about them now. This is where you will learn what they are and how to apply them seamlessly to your practice.

 

Program Highlights

  • BONUS! A detailed overview of proposed amendments to Article 9

  • Impact of unauthorized collateral transfers, debtor name changes, and changes in debtor business form

  • Securitizations, mortgage warehouse loans, and loan participation agreements

  • Provisions that override contractual and legal restraints on alienation

  • The use of equity interests and intellectual property as collateral

  • Getting the debtor’s name right: filing and searching

  • Choice-of-law rules, including choice of law for assets subject to a certificate of title

Program Agenda & Detail

6 Hours

[Part I: 90 Minutes]

Update on PEB Commentaries and New Projects

  • New Commentaries approved or being considered by the Permanent Editorial Board for the Uniform Commercial Code (PEB)

  • Report on the work of the Joint Drafting Committee on the Uniform Commercial Code and Emerging Technologies (the committee is drafting amendments to a number of articles to accommodate inter alia electronic negotiable promissory note/drafts and digital assets, including virtual currency)

               • Problems with non-uniform “blockchain” laws

 

Dealing with Debtors, Transferees, and New Debtors 

Rules governing debtors and transferees 

• Becoming a debtor by transfer 

• Enforcement of security interest against transferee 

            • Multi-jurisdictional perfection and priority issues 

 

Rules governing new debtors 

• Distinguishing between transferees and new debtors 

• The “double debtor” problem 

• The new debtor trap: becoming a new debtor through merger and other means 

• Multi-jurisdictional perfection and priority issues 

15 Minute Break

[Part II: 90 Minutes]

Application of Article 9 to Specific Transaction Types

  • Sales of accounts, chattel paper, payment intangibles, and promissory notes in the context of securitizations, mortgage warehouse loans, and loan participation agreements

  • Super-priority rules for purchasers of instruments and chattel paper

  • Secondary financing of real estate transactions

 

Special issues relating to mortgage-backed promissory notes 

  • Effect of attachment and perfection as to the note on the underlying mortgage 

  • Person entitled to enforce the note 

  • Person entitled to enforce the mortgage 

 

Transactions involving software


Break

[Part III: 90 Minutes]

Overriding Restraints on Alienation

  • Contractual and legal restraints overridden generally

  • Limitations on extent of override for certain intangibles

  • Effect of override provisions on specific assets, including intellectual property and equity interests in unincorporated entities


Getting the Debtor’s Name Right: Filing and Searching

  • Registered organizations and the problem of multiple public records

  • Special problems with common-law and statutory trusts

  • Individual debtors

  • The problem of trade names

  • Understanding how search logic impacts debtor-name issues, including overview of different approaches used by states

15 Minute Break

[Part IV: 90 Minutes] 


Choice-of-Law

  • General rules governing choice of law, including choice of law for international transactions

  • Choice of law as it relates to issues of perfection, including debtor-location rules for domestic and foreign entities

  • Bifurcation of choice-of-law issues relating to perfection and priority

  • Choice of law as it relates to assets covered by a certificate of title

Update on International Conventions

  • Convention on International Interests in Mobile Equipment, Aircraft Protocol (Cape Town Convention) - Ratified

  • Convention on the Assignment of Receivables - Ratified

  • Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary - Ratified

  • Convention on International Settlement Agreements Resulting from Mediation (Singapore Convention) - Signed

  • Conventions on Choice of Courts and Enforcement of Judgments 


[Adjourn]

Unconditional Guarantee
If you are not convinced that your understanding of the course topic has
improved after completion of any P.E.G.® seminar, we will refund your course tuition.