Drafting Receivables Purchase Documents: Avoiding Contracting Pitfalls for Sellers and Purchasers
Key Provisions, UCC Requirements, Bankruptcy Principles
Recording of a 90-minute CLE webinar with Q&A
This CLE course will guide counsel through crafting critical provisions in the Receivables Purchase Agreement and similar agreements (RPA) and other transaction instruments. The panel will provide practical strategies to avoid common drafting pitfalls, minimize contract disputes, and protect client interests.
Outline
- Committed and uncommitted programs
- Single purchaser and multiple purchasers
- Who is the "seller"?
- Recourse and non-recourse
- True sale
- Dominion
- Factoring and merchant cash advance
- Maturity, collection, and other types of factoring arrangements
- Electronic platforms
- Types of receivables--market observations
- Concept of "eligibility"
- UCC searches, filing, and priority
- Governmental obligors
- Bankruptcy implications
- Debtor-in-possession issues
- Disputes
Benefits
The panel will review these and other noteworthy issues:
- What are the principal features of documents utilized in this market?
- What are the issues for banking organizations as purchasers?
- What are the licensing requirements for non-bank purchasers?
- Which provisions of major agreements are standard, and which are often negotiated?
- Which documents are usually required at closing, including legal opinions?
- What issues are commonly recurring "sticking points"?
Faculty
Peter S. Smedresman
Partner
Satterlee Stephens
Mr. Smedresman represents major international financial institutions and multinational businesses with their corporate... | Read More
Mr. Smedresman represents major international financial institutions and multinational businesses with their corporate finance needs, including debt finance, capital markets transactions, sovereign risk and derivatives. He also regularly advises banks and other financial institutions with respect to regulatory matters, including analysis of new activities and financial products. Mr. Smedresman has written or co-authored a series of widely cited articles. Most recently, he served as co-author of the chapter entitled “International Monetary Law and Private Activity” in the Second Edition of Professor Andreas Lowenfeld’s standard treatise, “International Financial Law” (Oxford 2008), focusing on the Basel II bank capital rules.
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Jeffrey A. Wurst
Partner
Ruskin Moscou Faltischek
Mr. Wurst is the chairman of the firm’s Financial Services, Banking, & Bankruptcy Department. He has... | Read More
Mr. Wurst is the chairman of the firm’s Financial Services, Banking, & Bankruptcy Department. He has significant expertise in asset-based lending, factoring, and all other areas of commercial finance, bankruptcy matters, workouts and turnaround situations. He is actively involved in the documentation of commercial finance and leasing transactions, as well as litigation that may arise out of or in connection with such transactions.
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