THE COMPLEXITIES OF UCC ARTICLE 9 SIMPLIFIED
An ICLEF National Speaker Series Seminar
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 life blood 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.
Agenda9:00 A.M. Update on Proposed Revisions to Article 9
- 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
A Joint Review Committee, appointed by the Code’s sponsors, will be recommending over 30 amendments to Article 9’s text and comments to resolve practical issues that have arisen since revised Article 9 took effect in 2001. Henning is a member of that committee and will provide a detailed overview of its work.
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
- Secondary financing of real estate transactions
- 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 & 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
4:30 P.M. Adjourn