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


Conducted on Wednesday, August 26, 2015

Recorded event now available

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Program Materials

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.

Description

A “series” is like, but not quite, a subsidiary. About a dozen states currently offer Series of LLCs. Most can have their own assets and liabilities. Generally, Series can conduct their affairs in their own names. Where the requisite steps are taken, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are enforceable against the assets of such Series only, and not against the assets of the LLC generally or any other Series.

But it’s unclear whether a given state will honor another state’s Series or their internal liability shields. Moreover, significant issues arise when a Series purports to become a debtor for Uniform Commercial Code Article 9 purposes, and the Bankruptcy Code’s applicability to Series is simply unknown.

Nonetheless, in recent years a small but increasing number of Series have been utilized as borrowers in real estate and other financing transactions, and in other contexts far from the regulated investment fund and captive insurance company applications envisioned by the drafters of several of the enabling statutes.

Listen as our authoritative panel of finance practitioners analyzes potential pitfalls lenders face when dealing with series of LLCs and steps lenders can take to mitigate some of these risks. The panel will also discuss issues unique to secured transactions with series borrowers and insolvable under existing law.

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Outline

  1. Series overview
    1. What are series?
    2. Liability shields
    3. Entity status
    4. Governance considerations
  2. Series and UCC Article 9
    1. Identifying the debtor with rights in the collateral
    2. What’s the debtor’s name?
    3. Where's the debtor located?
  3. Series LLCs and the Bankruptcy Code
    1. Can a Series be a debtor in bankruptcy?
    2. Will liability shields be respected in bankruptcy?
  4. Closing opinions for series of LLCs
    1. Salient differences in opining on series rather than LLCs
    2. Inherent limitations

Benefits

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

Faculty

Norman M. Powell
Norman M. Powell

Partner
Young Conaway Stargatt & Taylor

Mr. Powell concentrates his practice on the structure and use of Delaware entities in structured finance and...  |  Read More

Jonathan R.C. Arkins
Jonathan R.C. Arkins

Partner
Kaye Scholer

Mr. Arkins represents financial institutions in domestic and foreign asset-backed securitizations, supply chain...  |  Read More

Other Formats
— Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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