Commercial Loan Guaranties: Key Drafting Concerns for Lenders, Defenses to Enforcement

Best Practices for Lenders and Guarantors Throughout the Life of the Loan

A live 90-minute CLE webinar with interactive Q&A


Tuesday, July 25, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 30, 2017


This CLE webinar will provide finance counsel with an analysis of key drafting concerns and enforceability issues relating to commercial loan guaranties. The panel will also discuss common defenses asserted by guarantors and best practices for lenders to avoid such defenses.

Description

The guaranty agreement is a critical component in a commercial loan transaction, often heavily negotiated by the parties. The parties must agree on the obligations that are being guaranteed and whether it is a guaranty of payment or collection. For non-recourse loans with carve-outs, the conduct of the borrower—including bankruptcy filing and other “bad boy” acts—may determine whether a claim exists against the guarantor.

Guarantors can assert numerous defenses to enforcement, both relating to the document itself or to actions taken by the parties after the transaction is closed. Commonly asserted defenses include lack of validity or enforceability, lack of consideration, statute of limitations, sham guaranty, ineffective waiver, change in status of obligee, and modification of the underlying obligation.

Counsel must have a thorough understanding of the type of guaranty that is being documented, the complexities that can give rise to defenses for guarantors, and how loan modifications and other actions taken during the life of the loan might cut off or limit the liability of the guarantor(s).

Listen as our authoritative panel of commercial finance attorneys discusses the critical components of loan guaranties, potential liabilities and defenses, and best practices for both parties in enforcing and defending these agreements.

Outline

  1. Types of Guaranties
    1. Absolute and continuing
    2. Accommodation
    3. Completion
    4. Cross-stream, downstream, upstream
    5. Limited recourse; reducing guaranty
    6. Non-recourse with carve-outs
    7. Payment vs. performance
    8. Other
  2. Key drafting considerations for the lender
  3. Defenses from the guarantor’s perspective
  4. Loan modifications and other actions post-closing which can impact enforceability
  5. Recent case law and lessons learned
  6. Impact of bankruptcy—Cherryland and subsequent rulings

Benefits

The panel will review these and other key issues:

  • In what situations will lack of consideration be a viable defense to enforceability?
  • What lender liability risks are inherent in dealings with a guarantor?
  • What legal and business strategies can lenders employ to maximize their recovery?
  • What has been the impact of bad boy guaranties in a distressed debtor’s restructuring option?

Faculty

Kory S. Pryor, Esq., Of Counsel
Howick Westfall & Kaplan, Atlanta

Mr. Pryor focuses his legal practice in the areas of commercial real estate, secured lending and corporate organization and governance and regularly represents banking and financial institutions in matters concerning compliance, distressed loan resolutions, loan participations and loss-share mitigation. He regularly lectures on the topics of secured lending issues and real estate foreclosures.

Jeremy S. Friedberg
Friedberg, Baltimore

Mr. Friedberg has extensive experience in negotiation, documentation and workout of numerous asset based transactions and debtor-in-possession financing. His litigation experience extends from complex fraud cases in the United States District Court to bankruptcy and state court collection actions, as well as representing receivers and assignees for the benefit of creditors. Additionally, he has experience in asset acquisitions, software development, distributorship agreements and other highly technical corporate law matters.


Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 06/30/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


Recordings

CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 06/30/17)

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email customerservice@straffordpub.com to place your order.

Recorded Webinar Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 06/30/17)

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Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

Best value!

Live Webinar & Webinar Download $344.00

Includes Special Savings of $250.00 (through 06/30/17)

Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 06/30/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 06/30/17)


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Early Registration
Discount Deadline
June 30, 2017
(5 days)

or call 1-800-926-7926

Can't Attend the Live Program?

CLE Credits By State

See CLE State Map >

or call 1-800-926-7926

Customer Reviews

The speakers were obviously experienced and communicated the relevant information very well.

Stephen Bozarth

Dean Mead et al

I appreciated that there was a great deal of current case law on the subject and the speakers were concise and informative.

Thomas G. Mancuso

Haskell Slaughter

I liked the presentations by the attorneys and analysis of document provisions and how they are negotiated and then enforced - it was practical.

Kim Mann

Womble Carlyle

Very good current, practical and applicable discussion and information provided.

Matthew Moore

Clawson & Staubes

I particularly appreciated that the programs content went far beyond the basic risks of signing a personal guaranty.

Rodney K. Sanders

Parkway Strategic Partners

or call 1-800-926-7926

Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

White & Case

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

or call 1-800-926-7926

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