Navigating UCC Issues in Real Estate Finance Opinions: The ABA/ACMA/ACREL/ACCFL UCC Opinion Report

Creation, Perfection, and Attachment of a Security Interest Under Article 9; Personal Property, Fixtures and Other Collateral

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


Conducted on Thursday, September 3, 2020

Recorded event now available

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Program Materials

This CLE webinar will provide real estate practitioners with guidance on giving and reviewing opinion letters relating to Uniform Commercial Code (UCC) matters. The webinar will be based on the UCC Opinion Report released in 2019 by the American Bar Association (ABA), the American College of Mortgage Attorneys (ACMA), and the American College of Real Estate Lawyers (ACREL). In connection with that, the panel will examine various issues associated with creating and perfecting a security interest in personal property collateral, fixtures, and non-fixture real estate collateral under the UCC.

Description

While some real estate financings involve only a mortgage and an assignment of leases and rents, many transactions involve UCC collateral such as fixtures, as-extracted collateral, uncut timber, deposit accounts, and investment property. Real estate counsel must have a thorough understanding of the UCC when a financing transaction includes these types of collateral.

There are three steps necessary to create a security interest and make it enforceable against secured parties, purchasers, bankruptcy trustees, and other third parties: creation, attachment, and perfection. Critical to the creation and attachment of a security interest is the inclusion of a legally sufficient description of the collateral. Various methods (depending on the collateral) recognized under the UCC work to achieve perfection of the interest.

The UCC Opinion Report explains applicable UCC provisions regarding creation, attachment, and perfection of security interests in various types of collateral most often included in real estate financing and includes representative forms of UCC opinions to cover multiple issues. The opinions and accompanying practice points provide a useful framework for UCC practice in real estate finance transactions.

Listen as our authoritative panel provides perspectives and insights into giving and reviewing opinion letters relating to UCC matters, and the 2019 UCC Opinion Report.

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Outline

  1. Types of UCC collateral often encountered in real estate financings
    1. Personal property
    2. Fixtures
    3. As-extracted collateral, timber
    4. Deposit accounts
    5. Investment property
  2. Requirements for establishing a security interest enforceable against third parties
    1. Creation of the security agreement
    2. Attachment
    3. Perfection
    4. Importance of collateral description
  3. Guidance provided by the 2019 ABA/ACMA/ACCFL/ACREL UCC Opinion Report

Benefits

The panel will review these and other relevant topics:

  • What types of UCC collateral are frequently part of a real estate finance transaction?
  • What terms should be included in a security agreement to ensure the creation of security interests?
  • When is a blanket collateral description sufficient under the UCC, and when is it not?
  • How do methods of perfection vary with the type of collateral?
  • What are the best practices in rendering UCC opinions according to the ABA/ACMA/ACREL UCC Opinion Report?

Faculty

Grodner, R. Marshall
R. Marshall Grodner

Member
McGlinchey Stafford

Mr. Grodner's practice focuses primarily on commercial transactions, secured transactions, commercial finance,...  |  Read More

Levin, Edward
Edward J. Levin

Member
Gordon Feinblatt

Mr. Levin focuses his practice in the area of real property law, including real estate financing, leasing, purchase and...  |  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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