UCC Article 9 in 2001: Are You Ready?
Please Note: This course has already
been held.
Date: Friday, November 10, 2000
Location: Suffolk University Law School, 120 Tremont St., Boston, MA
Time: 09:00 AM - 05:00 PM
Schedule/Agenda
Registration Information
Wholesale revisions of Article 9 to make it more efficient and relevant in the 21st century are effective July 1, 2001. This program brings together those who have been intimately involved in the extensive drafting process to explain the concepts embodied in the revisions and the practical consequences. Not only do the revisions incorporate electronic technology into the creation and perfection of security interests, but they also significantly enlarge the scope of the statute to encompass current-day financing techniques (payment obligations, consignments, certain software, etc.); adopt new methods of attachment and perfection; rearrange and clarify the priorities among lenders and third parties; clarify the rights and obligations of parties on enforcement and introduce more consumer protection into the commercial finance market. There is also a complete set of transition rules in the statute with which we should all become familiar. July 1, 2001 will be here soon enough. All of us involved in this marketplace owe it to ourselves, as well as our constituencies and clients, to be as prepared as possible for this sea change in basic commercial law.
~ About the Faculty ~
Laurie Flynn is Chief Legal Counsel to the State Secretary and Director of the Corporations Division. She teaches corporate law at Bentley College, School of Continuing Education. Laurie is a 1981 graduate of Suffolk Law School and is past president of the International Association of Corporation Administrators. Steven L. Harris is a Professor at Chicago-Kent College of Law. He was a reporter for the committee that drafted Revised UCC Article 9 and is a U.S. delegate to the International Institute for the Unification of Private Law regarding the Draft Convention on International Interests in Mobile Equipment. He also served as a reporter for the Permanent Editorial Board’s UCC Article 9 Study Committee. He is the coauthor of a popular casebook on secured transactions and his articles have appeared in numerous law reviews. He is a member of the American Law Institute and a Regent of the American College of Commercial Finance Lawyers. Herbert Lemelman has been teaching in the commercial finance and bankruptcy fields for over 35 years on the Suffolk Law School faculty. He is the author of Vol. 26, 27 and 27A of the Massachusetts Practice Series, Uniform Commercial Code Forms and Comments and the recent supplements to Vol. 25 and 25A of the Massachusetts Practice Series, Manual on Uniform Commercial Code. Donald J. Rapson was Asst. Gen’l Counsel of The CIT Group, Inc., NJ and a member of Lautman, Rapson, Henderson & Mills, NJ. He teaches at NYU and Columbia Law Schools. He is a member of The American Law Institute and of the Permanent Editorial Board for the UCC and was an ALI representative on the Drafting Committee for the revision of Article 9. His most recent articles are “Default and Enforcement of Security Interests under Revised Article 9”, 74 Chi. Kent L. Rev. 963 (1999), reprinted in 40 UCC Bulletin (March– July, 2000); and “’Receivables’ Financing under Revised Article 9”, 73 Am. Bankr. L. J. 133 (1999), updated in 55 The Secured Lender 8 (Sept./Oct. 1999). In 1999, Mr. Rapson received the John Minor Wisdom Award of The ALI for contributions to the field of commercial law; and The Homer Kripke Award of the American College of Commercial Finance Attorneys for lifetime achievement and contribution to commercial finance law. Sandra M. Rocks, Cleary, Gottlieb, Steen & Hamilton, N Y. She is a member of the ABA Business Law Section, UCC Com-mittee; Ass’n of the NYC Bar; UCC Article 9 Intercommittee Working Group; SEC’s Market Transactions Advisory Committee; Tri-Bar Committee on Legal Opinions; American College of Commercial Finance Lawyers. She is an author, together with Carl Bierre, of The ABC’s of the UCC Article 8: Investment Securities. Yvonne W. Rosmarin practices consumer law through individual and class action suits in Arlington. She was a staff attorney with the National Consumer Law Center and with the Legal Assistance Foundation of Chicago. She clerked for the Hon. Luther M. Swygert of the U.S. Court of Appeals, 7th Circuit. Ms. Rosmarin is a member of the American Law Institute and participated in the revisions of Articles 2 and 9 as a Consumer Representative to the Drafting Committees. She is a Consumer Fellow to the UCC Committee of the ABA Business Law section. She is co-author of Sales of Goods and Services, 2d ed.; Consumer Class Actions (2d and 3d ed.) and contributing author of Repossessions and Foreclosures (3d ed.). Edwin E. Smith, Bingham Dana LLP, also teaches secured transactions at Suffolk Law School. As a Uniform Law Commissioner, he was a member of the drafting committees for the revisions of Articles 5 and 9. Mr. Smith was Chair, UCC Committee, Business Law Section, ABA, and is a member of the Council of the Business Law Section and the current ABA Advisor/Liaison to the Permanent Editorial Board of the UCC. He also serves as U.S. delegate to the UN Commission on International Trade Law. He is a member of the American Law Institute and is the current Vice President of the American College of Commercial Finance Lawyers.
| S C H E D U L E / A G E N D A |
| 9:00 |
Welcome & Introduction |
| Why a revised Article 9; the study and drafting process; legislative update. Professor Herbert Lemelman
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| 9:20 |
Scope and Terminology |
| Sales of payment rights; agricultural liens; consignments; deposit accounts, narrowing of other exclusions; some modified or new collateral categories; debtors vs. obligors. Edwin E. Smith, Esq.
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| 10:00 |
Attachment |
| Media neutrality; collateral descriptions in the security agreements; special collateral description rules for certain consumer transactions; expanded concept of control for purposes of attachment. Professor Herbert Lemelman & Yvonne W. Rosmarin, Esq.
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| 10:15 |
Perfection by Filing: Choice of Law |
| New choice of law rules for perfection by filing; perfection by filing in one state for all assets; no dual filing; registered organizations; foreign debtors. Professor Steven L. Harris
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| 10:45 |
Perfection by Filing: Part 5 |
| Electronic filing; paper filing; national forms; no debtor signature; requirements for sufficiency; requirements to avoid risk of filing office rejection; information from searches. Laurie Flynn, Esq.
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| 11:30 |
Perfection by Other Means |
| Automatic perfection; perfection by control; perfection by compliance with a certificate of title law or treaty; perfection as to proceeds. Sandra M. Rocks, Esq.
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| 1:30 |
Priority |
| Expanded purchase money priority, control priority; new rules for licensees; chattel paper priority; proceeds priority, agricultural lien priority rules; fixture and accession priority rules. Professor Steven L. Harris
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| 2:15 |
Third Party Rights |
| Account debtor rights; agreements not to assert claims or defenses; non-assignable contracts and permits Edwin E. Smith, Esq.
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| 3:00 |
Enforcement |
| New disposition, retention and collection rules; safe harbor notices and notice periods; unreasonably low priced foreclosure prices; role of guarantors; noncash proceeds; new definition of “good faith”; enforcement rules applicable in consumer transactions. Donald J. Rapson, Esq. & Yvonne W. Rosmarin, Esq.
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| 4:00 |
Transition |
| Uniform effective date, collateral descriptions in security agreements, dealing with preeffective-date financing statements & amendments; transition priority rules. Professor Steven L. Harris
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| Date: |
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Friday, November 10, 2000 |
| Tuition: |
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$249; $199 for attorneys admitted since 1997. Tuition includes course book and refreshments.
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| Walk-Ins: |
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Space is limited. Registrations at the door are welcome, but please register in advance to reserve a seat and your course materials or call to confirm availability.
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| Refunds: |
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Any cancellations received 24 hours prior to the program will be granted a refund, minus a $15.00 charge. If you cannot attend, you can send a substitute, otherwise you will receive the written course materials.
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| Location: |
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Suffolk University Law School, 120 Tremont St., Boston, MA
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| Credit: |
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Approved for CLE Credit in RI, NH, VT & NY.
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Special Needs: |
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If you have special needs addressed by the Americans with Disabilities Act, please notify us as soon as possible.
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Directions to the Law School.
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