Lending to Series of LLCs: Navigating UCC and Bankruptcy Code Risks and Providing Closing Opinions
Identifying Potential Pitfalls for Lenders and Mitigating Risks in Finance Transactions
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will discuss the issues and risks lenders face in loan transactions involving series of LLCs, including UCC Article 9, Bankruptcy Code, and closing opinion issues.
- Series overview
- What are series?
- Liability shields
- Entity status
- Governance considerations
- Series and UCC Article 9
- Identifying the debtor with rights in the collateral
- What’s the debtor’s name?
- Where's the debtor located?
- Series LLCs and the Bankruptcy Code
- Can a Series be a debtor in bankruptcy?
- Will liability shields be respected in bankruptcy?
- Closing opinions for series of LLCs
- Salient differences in opining on series rather than LLCs
- Inherent limitations
The panel will review these and other key issues:
- Establishing internal shields
- Will internal shields be respected in other states?
- Series might not be entities
- Series governance
- Series purpose
- Series and UCC Article 9
- Series and the bankruptcy code
- Closing opinions for series
Norman M. Powell
Young Conaway Stargatt & Taylor
Mr. Powell concentrates his practice on the structure and use of Delaware entities in structured finance and... | Read More
Mr. Powell concentrates his practice on the structure and use of Delaware entities in structured finance and general business transactions, and frequently provides third party legal opinions concerning business entities, security interests, and other applicable Delaware law. He is a regular speaker at conferences on topics including the use and structure of alternative entities and secured transactions.Close
Jonathan R.C. Arkins
Mr. Arkins represents financial institutions in domestic and foreign asset-backed securitizations, supply chain... | Read More
Mr. Arkins represents financial institutions in domestic and foreign asset-backed securitizations, supply chain financing, repurchase transactions, subscription lines and secured lending. He has extensive experience in the securitization of diverse asset types, He also advises both U.S. and international financial institutions on supply chain finance structures, represents banks and borrowers/sellers alike in repurchase transactions and more traditional forms of leveraged and secured lending. He has a significant practice in private equity fund financing facilities, including subscription lines, warehouse lines and other asset level financing tools. Jonathan is the author of articles on numerous areas related to finance, from letters of credit to negative pledge issues to jurisdictional and arbitration mattersClose