Skip to main content

Secured Transactions 2015: What Lawyers Need to Know About UCC Article 9


Speaker(s): Darrell W. Pierce, Edwin E. Smith, Kenneth Chin, Kenneth J. Carl, Kristen V. Campana, Lynn A. Soukup, Penelope L. Christophorou, Sandra S. Stern, Steven O. Weise, Tarik J. Haskins
Recorded on: Jan. 14, 2015
PLI Program #: 59253

Kenneth Chin
Partner
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
PH:  (212) 715-9459
EMAIL:  kchin@kramerlevin.com

WEBSITE?www.kramerlevin.com

Mr. Chin has over 25 years of experience providing legal and transactional advice to a wide variety of clients in corporate and financing transactions.

Mr. Chin has represented clients in a broad array of commercial matters, including asset securitizations, acquisition financings, acquisition agreements, aircraft financing and leasing, bank syndicated credit agreements, bankruptcy liquidations and reorganizations, competitive bid option credit facilities, convertible debt financings, debtor-in-possession financings, distressed debt purchases and sales, engineering and supply agreements, equipment financing and leasing, equity investments, insurance company note agreements, letters of credit, leveraged buy-outs, leveraged leasing, mezzanine financings, mortgage warehouse lending, multi-currency credit facilities, municipal bond financings, participations and assignments, project financings, second lien financings, secured transactions, shareholder  agreements, subordinated debt financings and work-outs.  Among Mr. Chin’s clients are commercial banks, corporate borrowers and lenders, distressed debt funds, entrepreneurs, equipment manufacturers, finance companies, hedge funds, individuals, insurance company lenders, investment banks, merchant banks and private equity sponsors.

Mr. Chin is a Recognized Practitioner in Banking and Finance in Chambers USA 2014.  He is listed in Best Lawyers in America (2010-2015) and in New York Super Lawyers (2008 and 2011-2014). In 2014, he received the Outstanding 50 Asian Americans in Business Award from the Asian American Business Development Center.  He received his J.D. from Harvard Law School in 1986 and his A.B., magna cum laude, Phi Beta Kappa from Columbia University in 1983. 


Kenneth J. Carl
Partner
Sheppard, Mullin, Richter & Hampton llp
333 South Hope Street, 43rd Floor
Los Angeles, California  90071
PHONE:  213.617.4170
E-MAIL:   kcarl@sheppardmullin.com
WEBSITE:  www.sheppardmullin.com

Mr. Carl focuses on lender and borrower representation in financing transactions (both secured and unsecured), loan workouts, and bankruptcy.  For the past 28 years, he has worked on financings in dollar amounts ranging from $1 million to over $4 billion to entities in various industries, including aerospace, engineering, hospitality, gaming, food distribution, retail, entertainment, electronics, agriculture, homebuilding, and self-storage.  He also has extensive experience in bank regulatory matters and frequently advises clients on California's usury prohibitions (and exemptions).

Mr. Carl received his J.D. from Harvard Law School in 1985.  In 1982, he received his A.M. and A.B. (with honors), both in Economics, from the University of Chicago.  He is a member of Phi Beta Kappa and is admitted to practice in California, New York, and Illinois.  He is the Secretary of the State Bar of Califonia Opinions Committee and a member of its Steering Committee.


Lynn A. Soukup is a partner in the Finance Group at Pillsbury Winthrop Shaw Pittman LLP.  Her practice focuses on complex financing transactions, including secured lending, sports finance and structured finance, offerings of debt securities and default and insolvency-related matters.

Lynn currently serves as President and on the Executive Committee and Board of Regents of the American College of Commercial Finance Lawyers and is a member of The TriBar Opinion Committee and an elected member of the American Law Institute.

Lynn chaired the ABA Business Law Section’s Commercial Finance Committee from 2007-2010, and was a member of the Drafting Committee that prepared the Section’s comment letter to FASB on legal isolation issues, the Section’s Working Group on SEC Asset Backed Securities Proposal and the Section’s Task Force on Deposit Account Control Agreements.  Lynn also served as chair of the Section’s Investment Securities Subcommittee (dealing with issues that affect financing transactions, including investment securities as collateral and mezzanine financing of real estate) and on the ALI-ABA Commercial Law Advisory Panel.

Additional information about Lynn’s speaking and writing can be found at http://www.pillsburylaw.com/lynn-soukup.


Nordquist & Stern PLLC
A Professional Service Limited Liability Company
330 Madison Avenue
6th Floor
New York, NY 10017
(212)207-8150
Fax: (212) 223-3406

SSTERNLAW@aol.com

Admitted: Massachusetts; Minnesota; New York; U.S. District Court, District of Minnesota; U.S. Court of Appeals, Eighth Circuit
Law School: Harvard Law School, LL.B.
College: Goucher College, B.A., highest honors.

Massachusetts; Minnesota; New York; U.S. District Court, District of Minnesota; U.S. Court of Appeals, Eighth CircuitHarvard Law School, LL.B.Goucher College, B.A., highest honors.

Biography:
In private practice since 1994, concentrating in commercial finance, including secured transactions and letters of credit. Ms. Stern counsels commercial banks and nonbank lenders as well as corporate borrowers.

Previously: Senior Vice President and General Counsel, Banco Santander, 1993-1994. First Vice President and Deputy General Counsel, Republic National Bank of New York, 1980-1993.

Author: “Structuring and Drafting Commercial Loan Agreements” LexisNexis;  “Structuring Loan Participations,” A.S. Pratt.

Appointments: Commissioner; New York State Uniform State Law Commission, 1992, elected Life Member, 2012; Drafting Committee to Revise Uniform Commercial Code Article 5, Letters of Credit, 1993-; Drafting Committee to Revise Uniform Commercial Code Article 7, Documents of Title, 2000-; Drafting Committee to Revise Uniform Commercial Code Article 9, Secured Transactions, 1994-; Joint Review Committee, UCC Article 9, 2008-; Drafting Committee on Uniform Money Services Act, 1996-1999; Chair, Study Committee on Payment Systems, 2006-; Uniform Commercial Code Committee, 2010-.

Expert Witness testimony in: Subaru Distributors Corp. v. Subaru of America, Inc., United States District Court, Southern District of New York, 98 Civ. 5566, 2002 Westlaw 413808, March 18, 2002 and In re CRIIMI MAE INC., et. al., United States Bankruptcy Court, District of Maryland, Bankruptcy Case No. 98-2-3115-DK.

Fellow: American College of Commercial Finance Lawyers, 1995-.

Member: The Association of the Bar of the City of New York (Member, Committee on Uniform State Laws, 1999-2005); New York State Bar Association (Chair, Business Law Section, 1998-1999; Chair, Banking Law Committee of Business Law Section, 1990-1994); New York County Lawyers' Association (Chair, Banking Law Committee, 1986-1989); New York State Bankers Association (Member, Lawyers Advisory Committee on Legislation and Regulation, 1990-1993).

 


Darrell is a member of Dykema (Diké-eh-mah) Gossett’s Corporate Finance group.  He focuses his practice in the areas of commercial and corporate finance law, handling debt finance transactions, restructurings and workouts.  He is a co-leader of the firm's Lending Team and supervises its UCC Filing Team.

Darrell focuses his practice in the areas of commercial and corporate finance law, handling sophisticated debt finance transactions, restructurings and workouts.  He is a co-leader of the firm's Lending Team and supervises its UCC Filing Team.

He served as a member of the Article 9 Study Committee, as Chair of the Article 9 Filing Project and as a consultant to the International Association of Commercial Administrators’ in connection with the development of their Model Administrative Rules for Article 9 filing offices.  He serves as Co-Chair of the ABA’s Filing Office Operations and Search Logic Task Force.

Darrell is a member of the American Law Institute and a Fellow of the American College of Commercial Finance Attorneys. 


Kristen Campana is a partner in the finance, financial restructuring and private equity distressed groups in Bracewell's Business Regulatory section. She represents commercial banks, hedge funds, private equity funds, other financial institutions, and corporate and individual borrowers in domestic and cross-border syndicated financings. She works on acquisitions, convertible debt financings, equity investments, letters of credit, and insurance company note agreements. Additionally, she represents energy companies and funds in domestic and Latin American project finance transactions.

Ms. Campana works on bankruptcy reorganizations and liquidations, work-outs and distressed debt purchases and sales, as well as second lien and mezzanine financings and other subordinated debt financings. She represents debtors, debtor-in-possession lenders, pre-petition lenders, and unsecured creditors' committees, as well as other creditors in bankruptcy proceedings. Ms. Campana advises clients on out-of-bankruptcy restructurings, including real estate workouts and provides general credit review analysis for lenders and potential debt purchasers.

She also has experience representing financial institutions and owner/developers in the financing of commercial real estate transactions in multi-tranche mezzanine financings in New York City and throughout the United States, including pre-development, construction, project, bridge, and working capital financing for apartment buildings, hotels and office buildings, including financings originating for securitization and/or sale in the capital markets.

Education                              

J.D., University of Pennsylvania Law School, 1999
B.A., summa cum laude, Phi Beta Kappa, Binghamton University, 1996

Bar Admissions
New York

Affiliations
Member of the New York City Bar Association Committee on Commercial Law and Uniform State Laws, 2008 – 2011
Member of the Board of Directors of the National Brain Tumor Society

Languages
Conversational Spanish


Ms. Christophorou’s practice focuses on commercial law, including specialties in secured transactions, the Uniform Commercial Code and bankruptcy law.  She regularly represents financial institutions, corporations, central banks and sovereigns in secured lending, a wide range of derivatives and other financial transactions and insolvency matters.

Ms. Christophorou joined the firm in 1989 and became counsel in 2000. She received a J.D. degree, magna cum laude, from Harvard Law School in 1989 and an undergraduate degree, magna cum laude, from the Georgetown University School of Foreign Service. From 1994 through 1995, Ms. Christophorou served as law clerk to the Honorable Joanna Seybert in the U.S. District Court, Eastern District of New York.

From August 2009 to August 2012, Ms. Christophorou served as chairperson of the Uniform Commercial Code Committee of the American Bar Association. She previously was chairperson of its Investment Securities Subcommittee.  Ms. Christophorou currently serves on the Council of the American Bar Association Business Law Section.

From September 2000 to September 2003, Ms. Christophorou served as chairperson of the Uniform State Laws Committee of The Association of the Bar of the City of New York.

Ms. Christophorou is a fellow of the American College of Commercial Finance Lawyers.

Ms. Christophorou serves on the Board of Directors of the Brooklyn Bridge Park Conservancy, a non-profit organization.

Ms. Christophorou lectures frequently on secured transactions matters.

Ms. Christophorou is a member of the Bar in New York. Ms. Christophorou’s native language is English, and she is fluent in modern Greek.


Tarik is a partner in the Commercial Law Counseling Group.  His practice covers a range of commercial transactions including mergers and acquisitions, secured financings, joint ventures, and business counseling.

Tarik also focuses on organizational and operational issues related to limited liability companies, limited partnerships and statutory trusts.  He is involved in the preparation of third party legal opinions in connection with a range of transactional matters, and he regularly counsels other attorneys domestically and internationally on matters relating to Delaware partnerships, limited liability companies and statutory trusts.  Tarik also serves on the Firm’s Diversity Committee.

PROFESSIONAL ACTIVITIES

American Bar Association, Secured Lending Subcommittee of the Commercial Finance Committee of the Business Law Section - Vice - Chair.

American Bar Association, Mergers and Acquisitions Committee of the Business Law Section - Member.

American Bar Association, Revised Model Asset Purchase Agreement Task Force of the Business Law Section - Member.

American Bar Association, Joint Task Force on Security Interest in LLC and Other Unincorporated Entity Interest of the Business Law Section - Member.

Delaware State Bar Association, Uniform Commercial Code Subcommittee - Member.

COMMUNITY ACTIVITIES

Prestige Academy (Director)

Delaware Council of Development Finance (Member)

 

PUBLICATIONS

Using Limited Liability Company Interests and Limited Partnership Interests as Collateral, ABA Business Law Today, January 2013

http://apps.americanbar.org/buslaw/blt/content/2013/01/article-01-haskins.shtml

 

Exit Stage Left: Getting Out of Your Limited Liability Company, ABA Business Law Today, July 2013

http://www.americanbar.org/publications/blt/2013/07/01_haskins.html

mnat.com | 1201 North Market Street, 16th Floor | P.O. Box 1347 | Wilmington, DE 19899-1347

Morris Nichols Commercial Law Counseling Group


EDWIN E. SMITH is a partner in the New York City and Boston offices of Morgan Lewis & Bockius LLP.  He concentrates his practice in general commercial and insolvency law.  He is a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and teaches transnational lending and trade finance.  He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School.  As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committee that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code.  He served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012) and as chair of the Joint Review Committee that drafted the 2010 amendments to Article 9 of the Uniform Commercial Code.  He recently served as chair to the drafting committee for the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and is currently serving as a Uniform Law Commission representative to the Permanent Editorial Board of the Uniform Commercial Code.  Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section.  He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries.  He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he serves on the board of directors) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers.  He is a graduate of Yale University and Harvard Law School.


Steve Weise practices in all areas of commercial law.  His experience in financing is extensive, especially in those secured by personal property. He also handles matters involving California real property anti-deficiency laws, workouts, guarantees, sales of goods, equipment leasing, commercial paper and checks, letters of credit, documents of title, investment securities.  In addition, Mr. Weise’s experience covers e-commerce, contract law (including “plain English” drafting), and consumer law compliance matters.

He lectures widely on commercial law topics and legal opinion letters and is the author of over 100 articles on these topics.

Mr. Weise has been included in Chambers, The Best Lawyers in America for 11 consecutive times and in the Super Lawyers listing published by Law & Politics (2004 and 2005).  He received the Lifetime Achievement Award from the Business Law Section of the California State Bar and the Chair’s Award (for significant contributions to the Section) from the Business Law Section, American Bar Association.

He received his B.A. in 1971 from Yale University and his J.D. in 1974 from the University of California, Berkeley, Boalt Hall School of Law.

Memberships: Member, Permanent Editorial Board for the Uniform Commercial Code; Chair, Business Law Section, American Bar Association (2003-2004); American Bar Association’s representative to the UN Commission on International Trade Law’s Working Group on Security Interests; member, American Law Institute; member, Council of the American Law Institute; ALI Member, Uniform Commercial Code Article 9 Drafting Committee (2008 – 2010), ABA advisor, Uniform Commercial Code Article 9 Drafting Committee (1985-2000); member, TriBar Opinion Committee; reporter, Report on UCC Security Interest Opinions (TriBar), Principles of Legal Opinionss (ABA), Legal Opinion Guidelines (ABA), and Statement on the Role of Customary Practice in the Preparation and Understanding of Third-Party Legal Opinions; former chair, American Bar Association’s Committee on Legal Opinions; co-author, Glazer and Fitzgibbon on Legal Opinions; former chair, American Bar Association’s Committee on Personal Property Secured Financing; former chair, Executive Committee of the Business Law Section of the California State Bar and Committee of the Uniform Commercial Code; American Bar Association; Los Angeles County Bar Association