LLC and Partnership Transfer Restrictions and UCC Article 9 Overrides: Resolving the Conflict
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will analyze the complex issues associated with partners and LLC members' right to contractually restrict their partners from transferring their interests. These restrictions may in some cases come in sharp conflict with UCC Article 9 security interests that may override those restrictions. The panel will also discuss the 2018 amendments to Article 9, not yet enacted by some states, to clarify the override provisions.
- The policy behind the pick-your-partner principle
- Conflicting goals under UCC Article 9
- Navigating unamended 9-406 and 9-408
- Opting into Article 8
- The 2018 amendments, non-uniform amendments, and choice of law
The panel will review these and other crucial issues:
- When and how does the pick-your-partner principle conflict with the goals of Article 9?
- When might UCC 9-406 and 9-408 be found to override anti-assignment provisions in partnership and LLC agreements?
- What are the appropriate steps for opting into Article 8 to avoid the override?
- Assuming enactment of the 2018 amendments, how should counsel address choice-of-law issues when a transaction has elements in multiple states?
Professor Carl S. Bjerre
Kaapcke Professor of Business Law
University of Oregon
Professor Bjerre specializes in commercial law. Active in national and international projects to modernize commercial... | Read More
Professor Bjerre specializes in commercial law. Active in national and international projects to modernize commercial law, he is a member of the Permanent Editorial Board for the Uniform Commercial Code, the Uniform Law Commission, and the American Law Institute. He was a member of the United States delegation for the negotiation of the Geneva Securities Convention. Prior to joining the Oregon Law faculty, he practiced transactional finance law for six years with the multinational law firm of Cleary, Gottlieb, Steen & Hamilton LLP in New York.Close
Professor Daniel S. Kleinberger
Professor of Law Protected Emeritus
Mitchell Hamline School of Law
Mr. Kleinberger is a consulting and testifying expert on business law and businesses practices.| Read More
Mr. Kleinberger is a consulting and testifying expert on business law and businesses practices.Close
Edwin E. Smith
Morgan, Lewis & Bockius
Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,... | Read More
Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. He is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border. His representations have included those in major bankruptcies including Lehman and the City of Detroit. Mr. Smith often advises financial institutions on documentation and risk management issues.Close
Steven O. Weise
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those... | Read More
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.Close