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The Complexities of UCC Article 9 Simplified / MAY 2021
An ICLEF National Speaker Seminar
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After you purchase this material it will be downloaded to your ICLEF Online Account. After logging in to your ICLEF Online Account simply click on the "My Account" tab to access the materials. Note: All ICLEF Publications are protected under © copyright laws of the United States and may not be disseminated, by or through any means, without prior written approval of the Indiana Continuing Legal Education Forum (ICLEF), 230 East Ohio Street, Suite 300, Indianapolis, Indiana 46204 // ph: (317) 637-9102 // fax: (317) 633-8780 // e-mail: iclef@iclef.org ___________________________________________________________________________________________________ICLEF PASS+ HOLDERS please note you were previously sent the complimentary download link to the "ICLEF e-Publications and Forms" library with your initial purchase of the ICLEF Pass+. Please click here: email ICLEF should you wish to have the download links sent to you once again.
OVERVIEW
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. Henning’s great value to you, however, is his proven ability to take the dense language of Article 9 and apply it to your everyday 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.
PROGRAM HIGHLIGHTS- 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
AGENDA
9:00 A.M. Update onPEB 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 several articles to accommodate inter alia electronic negotiable promissory note/drafts and digital assets, including virtual currency) - Problems with non-uniform “blockchain” laws
Debtors, New Debtors, and Transferees - The effect on secured parties of unauthorized collateral transfers, including perfection and reperfection issues - The use of limited property interests (e.g., lease and license rights) in collateral - The effect on perfection and priority of debtor name changes and changes in debtor’s form of business (e.g., by merger), including “double debtor” problems 10:30 A.M. Coffee Break 10:45 A.M. 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 - Transactions involving software and other forms of intellectual property 12:15 P.M. Lunch (on your own) 1:15 P.M. 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 equity interests and intellectual property Getting the Debtor’s Name Right: Filing and Searching - Registered organizations and the problem of multiple public records - Trusts, including business trusts - Individual debtors, including non-uniform rules adopted by several states - The problem of trade names - Understanding how search logic impacts debtor-name issues, including overview of different approaches used by states 3:30 P.M. Refreshment Break 3:45 P.M. 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 where collateral is tangible - 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 4:30 P.M. Adjourn
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