E-Signatures and Electronic Documents in Commercial Lending: Complying With ESIGN, UETA, Interplay With the UCC

Navigating Issues of Enforceability, Authentication of E-Signatures, and Admissibility

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

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Conducted on Thursday, November 3, 2022

Recorded event now available

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Course Materials

This CLE course will provide counsel with an examination of recent legal trends and developments impacting commercial documentation created online and signatures sent via email, text messaging, or other forms of electronic communication, focusing on loan documentation. The panel will examine legal and practical issues regarding the creation of agreements inline and the authentication of electronic signatures and the admissibility of electronic communications and e-signatures in litigation, including the Electronic Signatures in Global and National Commerce (ESIGN) Act, Uniform Electronic Transactions Act (UETA), and UCC implications.

Description

Emails and text messages and online agreements, now standard forms of business communication, are frequently the means through which counsel outline, negotiate, and revise the terms and conditions of business deals. Electronic signatures and electronic documents are prevalent in commercial lending.

The ESIGN Act and UETA provide the basic framework for the enforceability of “signatures” on electronic records. Like paper documents, electronic documents must comply with applicable state laws and the UCC. Counsel must navigate the impact of these laws on borrower promissory notes, loan agreements, security agreements, and guaranties.

If litigation ensues surrounding electronic loan documents, counsel must be prepared to address issues related to enforceability, authentication, and admissibility of electronic communications and e-signatures.

Listen as our authoritative panel discusses recent trends in electronic loan documentation and e-signatures that involve commercial loan documentation and case law developments impacting commercial finance agreements via email, text messaging, or other forms of electronic communication. The program will examine legal and practical issues regarding the authentication of electronic signatures and the admissibility of electronic communications and e-signatures in litigation.

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Outline

  1. Introduction to ESIGN, UETA, and electronic contracts and e-signatures
  2. Remote closings: lessons learned during the pandemic
  3. The 2022 amendments to the UCC relating to electronic contracts and e-signatures
  4. Provisions and practices to ensure the validity of electronic contracts and e-signatures
  5. Attribution, authentication, and admissibility protections for electronic contracts and e-signatures
  6. Relevant electronic contract and e-signature case law update

Benefits

The panel will review these and other relevant issues:

  • What are the legal issues surrounding electronic contracts and e-signatures?
  • What is the interplay between ESIGN and UETA and the UCC, and how does this impact various agreements that are part of a typical loan package?
  • What have we learned from closing deals remotely during the COVID-19 lockdown?
  • How will the 2022 amendments to the UCC impact electronic contracts and e-signatures?
  • What enforceability, authentication, and admissibility challenges do counsel face in litigation involving electronic loan documents and e-signatures?

Faculty

Smith, Edwin
Edwin E. Smith

Partner
Morgan, Lewis & Bockius

Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,...  |  Read More

Weise, Steven
Steven O. Weise

Partner
Proskauer Rose

Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those...  |  Read More

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