Drafting Equipment Leases: UCC Article 2A Compliance, Minimizing Risk Through Key Provisions and Clarity
A live 90-minute CLE webinar with interactive Q&A
This CLE webinar will guide counsel in drafting, reviewing and negotiating equipment leases. The panel will discuss essential clauses to ensure compliance with UCC Article 2A, mitigate the risk of re-characterization as a sale or a security interest, and clarify the rights and obligations of the parties to the lease.
- Examples of equipment leases
- Lessor and lessee business considerations
- Applicable law
- UCC true lease test
- Non-true leases under the UCC
- True leases vs. non-true leases
- Lease drafting considerations
- Sales and use taxes
- Place of installation
- Transportation costs
- Maintenance and repairs
- Ordinary wear and tear
- "Merger" or "integration" clause
- Governing law
- Dispute resolution
- Attorney's fees and costs
The panel will review these and other key issues:
- What do recent court decisions say about when a lease is deemed a "true lease" as opposed to a lease that creates a security interest? What is the significance in bankruptcy?
- What are best practices for ensuring UCC Article 2A compliance?
- What are the key clauses for clarifying the rights, obligations and remedies of the parties, including the manufacturer?
- What are differences between "true," synthetic, "lease to own" and other equipment leases?
- Which lease terms and facts can lead to re-characterization of a "true lease" as a sale or financing?
- What are the adverse financial, tax and practical consequences where a "lease" is instead a sale of the equipment?
- How should bundled services and products be reflected in equipment leases?
- What are common red flags and traps of financeable leases?
- What are the 17 critical drafting issues essential to every equipment lease?
Mark Cohen, J.D., LL.M.
Mr. Cohen has 34 years of experience as a lawyer. His practice is focused on drafting and reviewing legal documents,... | Read More
Mr. Cohen has 34 years of experience as a lawyer. His practice is focused on drafting and reviewing legal documents, advising on and facilitating transactions, helping other lawyers improve their documents, and teaching innovative CLE classes. Mr. Cohen’s diverse legal career includes service as an Air Force Judge Advocate, service as a Special Assistant U.S. Attorney, seven years as a prosecutor, over 10 years as a Municipal Judge, and private practice.
Edward K. Gross
Mr. Gross has over 25 years of experience representing bank-affiliated and large, independent equipment financing... | Read More
Mr. Gross has over 25 years of experience representing bank-affiliated and large, independent equipment financing companies in all aspects of equipment finance transactions, and handles all types of equipment finance matters and structures. He received the Distinguished Service Award in 2008 and ELFA’s Legal Committee Edward A. Groobert Excellence in Leasing Award in 2011.Close
Deputy General Counsel
De Lage Landen Financial Services
Mr. Liberatore is the Deputy General Counsel for De Lage Landen Financial Services Inc., a global provider of leasing... | Read More
Mr. Liberatore is the Deputy General Counsel for De Lage Landen Financial Services Inc., a global provider of leasing and business finance solutions, including vendor finance. He has been practicing law for over 28 years, focusing in the areas of leasing and asset based lending, and has served in a variety of senior in-house legal positions with DLL, IOS Capital Inc. (the captive finance subsidiary of IKON Office Solutions Inc.), Copelco Financial Services Group Inc. and the FDIC. Mr. Liberatore is the former Chair of the Legal Committee of the Equipment Leasing and Finance Association and is the current Chair of the ABA Business Law Section on UCC/Leasing and a member of the American College of Commercial Finance Lawyers.Close
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