UCC Secured Transactions: Documenting and Perfecting Security Interests, Navigating Competing and Hidden Liens

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


Conducted on Thursday, May 25, 2017
Recorded event now available


This CLE webinar will discuss requirements for security documentation, UCC rules for perfecting the security interest, and the pitfalls encountered with competing liens and hidden liens that may trump the lender’s lien priority.

Description

The UCC sets forth certain requirements for a security agreement to be enforceable against a debtor, including that the security agreement contain an adequate description of the collateral. Perfection rules vary according to the type of collateral.

In light of amendments to Article 9 filing procedures, UCC practitioners must know potential pitfalls and exercise due diligence to ensure security interests attach and are properly perfected and priority protected, as most dramatically illustrated in some recent court decisions.

Lenders’ counsel should also identify, assess the risk of, and deal with situations where secret or competing liens on UCC collateral may arise, whether before or after the closing of a loan. Failing to properly address and deal with these risks can lead to a loss of the senior secured lender’s lien priority.

Listen as our authoritative panel of finance practitioners reviews requirements for UCC security documentation, rules for perfection, and pitfalls encountered with competing liens and hidden liens that may jeopardize the lender’s lien priority.

Outline

  1. Security documents
    1. Security agreement: relevant language
    2. Description of the collateral
  2. Perfection of the security interest
    1. Perfection by filing
      1. UCC-1 financing statement, Article 9 requirements
      2. UCC 3 amendment or termination statement: lessons from Motors Liquidation
      3. Rules for trusts
  3. Priority and other liens
    1. Competing liens: PMSIs and contractual subordination
    2. Hidden liens

Benefits

The panel will review these and other key issues:

  • What were the key changes in the UCC Article 9 amended rules related to filing financing statements?
  • What are the rules for perfecting a security interest and what pitfalls can the lender encounter?
  • What lessons can be derived from the lender’s loss of priority in some recent court decisions?
  • What due diligence can counsel for senior secured lenders conduct to help identify the presence of existing secret or competing liens?

Faculty

Edwin E. Smith, Partner
Morgan, Lewis & Bockius, New York and Boston

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.

Steven O. Weise, Partner
Proskauer Rose, Los Angeles

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.

Jeffrey A. Wurst, Partner
Ruskin Moscou Faltischek, Uniondale, N.Y.

Mr. Wurst is the chairman of the firm’s Financial Services, Banking, & Bankruptcy Department. He has significant expertise in asset-based lending, factoring, and all other areas of commercial finance, bankruptcy matters, workouts and turnaround situations. He is actively involved in the documentation of commercial finance and leasing transactions, as well as litigation that may arise out of or in connection with such transactions.


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Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

White & Case

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

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