Deposit and Security Account Control Agreements Under the UCC

Negotiating and Drafting Agreements to Perfect Security Interests

Recording of a 90-minute CLE webinar with Q&A


Conducted on Wednesday, September 9, 2009

Program Materials

This seminar will analyze the methods and requirements for perfecting security interests in bank deposits, security accounts and other investment property for legal counsel. The panel will offer best practices for drafting and negotiating control agreements and offer perspectives on the ABA model control agreement.

Description

A security interest in a bank deposit account is perfected by obtaining "control" as defined in the UCC. The creditor enters into a "control agreement" with the bank and debtor allowing the bank to follow the creditor’s instructions regarding disposition of the funds without the debtor’s consent.

The ABA developed the Model Deposit Account Control Agreement (DACA) to address competing concerns of all parties and minimize protracted negotiations. The expectation is that the ABA model agreement will become the commercially accepted deposit control agreement.

However, there are some pitfalls in the model deposit account control agreement that secured creditors need to consider and steps they should take to reduce their exposure under this agreement.

Listen as our authoritative panel of business transaction attorneys offers best practices for negotiating deposit and securities control agreements and using DACA to best protect clients' interests.

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Outline

  1. Perfecting security interests in deposit accounts
    1. Necessity of control
    2. Key provisions of control agreement
      1. Secured creditor’s concerns
      2. Depositary bank’s concerns
      3. Debtor’s concerns
  2. ABA Model Deposit Account Control Agreement (DACA)
    1. Analysis of DACA
    2. Critique of DACA
    3. Best practices for secured creditors
    4. Best practices for depositary banks
    5. Best practices for debtors
  3. Perfecting security interests in securities accounts and other investment property
    1. Methods of perfection: filing v. control
    2. Key provisions of control agreement

Benefits

The panel will review these and other key questions:

  • How does a secured creditor obtain control over a debtor's deposit account—and why is control critical?
  • What are the pitfalls for secured creditors under DACA and what steps can creditors take to minimize these risks?
  • What circumstances make perfection by control preferable to perfection by filing for security interests in securities accounts?

Faculty

Jessica L. DeBruin
Jessica L. DeBruin

Principal
Goldberg Kohn

She represents banks and other commercial lenders in documenting, negotiating and performing due diligence for asset...  |  Read More

R. Marshall Grodner
R. Marshall Grodner

Member
McGlinchey Stafford

His practice focuses primarily in commercial transactions, secured transactions, commercial finance, opinion letters,...  |  Read More

Robert Rosenberg
Robert Rosenberg
Sr. Vice President, Associate General Counsel
HSBC Bank USA

He is responsible for supporting the Middle Market Lending operations for HSBC Bank USA, N.A. in the metropolitan New...  |  Read More

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$297