Interested in training for your team? Click here to learn more

Secured Lending to Foreign Borrowers: UCC Perfection, Enforcement Risks, and Conflict-of-Laws Issues

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, November 1, 2023

Recorded event now available

or call 1-800-926-7926

This CLE course will analyze the Uniform Commercial Code (UCC) provisions applicable to cross-border financing transactions and discuss some of the enforcement and conflict-of-laws challenges lenders and finance counsel should understand when structuring a secured transaction involving a foreign obligor or foreign collateral.


Cross-border lending activity is on the rise, increasing the number of loans made to foreign borrowers or U.S. borrowers with foreign guarantors and often secured by foreign collateral. A secured lender in the United States entering into a transaction with one or more foreign obligors must comply with the provisions of the UCC to perfect its security interests in the assets of foreign obligors.

UCC Section 9-307 sets out the rules for determining the "location" of U.S. and foreign obligors based on entity type, the jurisdiction of formation, and place of business. U.S. secured creditors typically file UCC financing statements in the formation state of domestic obligors. Still, Section 9-307(c) provides an exception to the general rule for certain foreign obligors. A foreign obligor whose place of business or chief executive office is located in a jurisdiction without a UCC-style public recordation system is deemed "located" in Washington, D.C.

In addition to the UCC analysis regarding rules for perfecting security interests in foreign obligors' assets, secured lenders in cross-border transactions should also consider potential enforcement risks and conflict-of-laws issues. A U.S. secured lender cannot assume that a foreign court would recognize the attachment, perfection, or priority of a security interest created under the UCC. Under applicable conflict-of-laws principles for most tangible collateral, the "location of the debtor" rule only governs perfection and not the effect of perfection or non-perfection or the priority of security interests.

Listen as our authoritative panel discusses the nuances of UCC perfection in cross-border transactions. The panel will also discuss the application of the UCC in foreign jurisdictions, including conflict-of-laws and enforcement issues to consider.



  1. Creating and perfecting a security interest under the UCC: applicability across borders generally
  2. UCC Section 9-307(b) and (e): general rules for determining the "location" of the obligor
  3. UCC Section 9-307(c): foreign obligors
  4. Application of UCC location rules in hypotheticals
  5. Enforcement risks and conflict-of-laws issues in cross-border transactions


The panel will review these and other essential questions:

  • How is the "location" of a U.S. borrower generally determined for filing purposes under the UCC?
  • How do the location and perfection, as well as priority rules, vary for foreign borrowers?
  • Can UCC security interests be recognized or enforced in foreign jurisdictions? How should conflict-of-laws issues be addressed?


Bouslog, Matthew
Matthew G. Bouslog

Allen Matkins Leck Gamble Mallory & Natsis

Mr. Bouslog represents debtors, creditors, and investors in complex restructuring matters, including in- and...  |  Read More

Smith, Edwin
Edwin E. Smith

Morgan, Lewis & Bockius

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

Weise, Steven
Steven O. Weise

Proskauer Rose

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

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video