Series LLCs: Structuring and Financing Concerns for Lenders and Investors
Navigating UCC Perfection, Bankruptcy Risks, and Conflicting State Statutes
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar will discuss the formation and structuring of series LLCs and examine the issues and risks lenders face in loan transactions involving series LLCs, including UCC Article 9, the Bankruptcy Code, and treatment of series LLCs under state statutes.
- Structuring a series LLC
- What are series?
- Liability shields
- Entity status
- Governance considerations
- Issues faced by lenders and potential solutions
- Series and UCC Article 9
- Identifying the debtor with rights in the collateral
- Issues with UCC filings against series
- Delaware's amendments to address UCC and other issues
- 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
- How Delaware's amendments address opinion issues
- Inherent limitations
The panel will review these and other noteworthy topics:
- Establishing internal shields
- Will internal shields be respected in other states?
- Series are not entities
Shannon S. Frazier
In her personal practice, Ms. Frazier renders legal advice to Delaware business entities in the areas of formation,... | Read More
In her personal practice, Ms. Frazier renders legal advice to Delaware business entities in the areas of formation, operation, and governance of statutory and common law trusts, limited liability companies, series entities, partnerships, and corporations. She also represents banks, trustees, financial institutions, and other parties in securitization, private equity, structured finance, and secured transactions, and offers third-party legal opinions in these matters. In her work with financial clients, Ms. Frazier has served as counsel to state and national banking institutions, advising them in a range of transactions. These include asset-backed securitization, structured finance, project finance, equipment finance, traditional leveraged lease, trust preferred, and cross-border financial transactions.Close
Eric J. Monzo
Mr. Monzo focuses his practice on issues relating to business restructuring and insolvency. He regularly represents a... | Read More
Mr. Monzo focuses his practice on issues relating to business restructuring and insolvency. He regularly represents a wide range of stakeholders with a focus on corporate debtors and their independent and special committee management, in addition to, commercial creditors, official and unofficial committees, indenture trustees, and lender groups.Close
Jonathan G. Strauss
Mr. Strauss is a partner in Morris James’ Business Transactions, Strategic Planning and Counseling Practice, a... | Read More
Mr. Strauss is a partner in Morris James’ Business Transactions, Strategic Planning and Counseling Practice, a group that has been involved in over $50 billion in financings for a wide range of clients. He counsels clients on the formation, use and governance of limited liability companies, statutory and common law trusts, partnerships, and corporations in a variety of transactions including in complex financing transactions. Mr. Strauss also provides third-party legal opinions regarding Delaware law related to those entities. He acts as Delaware counsel to local and national financial institutions, trustees, and other parties, and advises and guides them in a range of domestic and international transactions, including asset-backed securitization, structured finance, project finance, equipment finance, traditional leveraged lease, trust preferred, and cross-border transactions.Close