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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

Darrell W. Pierce focuses his practice in the areas of commercial and corporate finance law. With offices in Chicago and Ann Arbor, he has earned a national reputation for handling sophisticated debt finance transactions, including structured finance transactions, securitization of financial assets and other significant secured transactions under Article 9 of the Uniform Commercial Code (UCC), including restructurings and workouts. Mr. Pierce is co-leader of the Firm's Lending Team and supervises its UCC Filing Team.

Mr. Pierce regularly represents lenders and their agents in connection with secured and unsecured loans, letters of credit and other bank products. He is familiar with the requirements for security interests in a wide variety of collateral, including collateral located abroad, and has extensive experience representing lenders and borrowers in connection with troubled credits. He works closely with Dykema bankruptcy attorneys to ensure a smooth transition and an appropriate outcome should a bankruptcy become necessary. He also represents leasing companies and issuers in public-finance transactions.

This experience enables Mr. Pierce to provide effective and efficient representation to issuers of debt and other sophisticated borrowers. As the leader of Dykema’s Structured Finance and Securitization practice, he is able to provide the requisite advice and legal opinions to limit recourse, address bankruptcy risks and support the issuance of asset-backed securities.

Mr. Pierce served as member of the Article 9 Study Committee for the Permanent Editorial Board for the Uniform Commercial Code, as Chair of the Article 9 Filing Project and as the primary drafter of the International Association of Commercial Administrators’ Model Administrative Rules for Article 9 filing offices. He is a frequent lecturer and writer regarding UCC matters.

Seminars & Speeches

What Lawyers Need to Know About UCC Article 9, Delivered each year since 2000, Practising Law Institute, New York, NY

Article 9 Updates, Delivered semi-annually each year since 2007, Lorman Educational Services

Revised Article 9—Towards Perfection in Filing, Uniform Commercial Code Institute, Chicago, IL
1999-2003 and 2007

Revised Article 9 of the UCC, and Business Boot Camp, Security Agreements, Security Interests and Understanding Priorities, Michigan Institute for Continuing Education, Troy, MI
2001, 2004 and 2006

Publications

"Allonges: separate indorsements not effective unless affixed" August 20, 2014
Association of Corporate Counsel

"'Secondary Market/Securitizations', Consumer Financial Services Answer Book 2012-13"
2012
Practising Law Institute

" 'The Article 9 Filing System,' Secured Transactions 2012: What Lawyers Need to Know About UCC Article 9" 2012
Practising Law Institute

"The Revised Article 9 Filing System: Did It Meet Its Objectives?" 2011
Uniform Commercial Code Law Journal, Vol. 44, No. 1

"Secured Transactions" 2005
Illinois Law and Agribusiness, 2005 Supplement, Chapter 2, Illinois Institute for Continuing Legal Education

"Security Agreements, Perfecting Security Interests and Understanding Priorities" 2004
Michigan Institute for Continuing Legal Education, Chapter for Business Boot Camp Course Materials

"A Practical Guide to the New UCC Filing System" 2000
Review of Banking & Financial Services, Vol.16 No.4 Standard & Poor's

"Revised Article 9 of the Uniform Commercial Code: Filing System Improvements and Their Rationale" 1998
Uniform Commercial Code Law Journal, Vol.31 No.1

Blog Posts

Motors Liquidation: Lessons to be Learned Execution of the Security Agreement

Beware of Including In-Transit Inventory in the Borrowing Base Allonges: Separate Indorsements Not Effective Unless Affixed

Insurance Settlement Proceeds: Held Not Subject to Lien on Payment Intangibles, But Might They Have Been Proceeds of Collateral?

A Different Take on the Supposed U.S. Appeals Court Holding that Collateral “Proceeds” Do Not Include “Accounts” Can a Filer Rely on §9-506? A Ringside Seat to the "Maine" Event

Future Commercial Tort Claims: Attachment and Perfection UCC Filing Maintenance Systems: Unintended Consequences Non-Uniform Rules: A Trap for the Unwary?

Secured Party Names: Are There Risks If You Don’t Get Them Right?

What Can We Learn from Uniform Commercial Code Issues and Case Law?

Memberships & Involvement

  • American Law Institute, Member
  • American Bar Association, ABA Filing Office Operations and Search Logic Task Force, Co-Chair
  • State Bar of Michigan
  • State Bar of Michigan, Uniform Commercial Code Committee, Chair
  • Practising Law Institute, Faculty Member

Community/Civic Activities

  • Director and Board President, Ann Arbor Civic Theatre, 2005-present
  • Michigan Chamber Brass, Director, 2004-2007
  • Ann Arbor Chamber of Commerce Public Policy Committee, 2003-2008
  • Evanston, Illinois, Cub Scout Pack 12, Den Leader and Pack Committee Member, 1995-2000

 Awards & Recognition

Named an Illinois Leading Lawyer in the areas of Corporate Finance, Secured Transactions and Securities & Venture Finance by Leading Lawyers Network, 2011-2016. Law Bulletin Publishing Company

Named a Michigan Leading Lawyer in the areas of Corporate Finance and Securities & Venture Finance Law by the Leading Lawyers Network, 2014-2016. Law Bulletin Publishing Company

Recognized in Michigan Super Lawyers® for Banking, Business/Corporate, Securities & Corporate Finance, 2005-2006, 2008

Recipient of an AV® Preeminent™ Rating by Martindale-Hubbell

Areas Of Practice

Business Services
Commercial Lending
Structured Finance
Corporate Finance
International Law & Trade Regulation
Public Finance
Bankruptcy, Insolvency & Creditors' Rights
In- and Out-of-Court Restructurings & Liquidations
Energy Lending Transactions

Industries

Automotive Industry Group
Financial Industry Group
Commercial Lending
Consumer Financial Services
Debt Acquisition Counseling
Structured Finance
Energy Lending Transactions
Food & Beverage

Bar Admissions

Illinois, 1980

Michigan, 2004

Education

  • University of Michigan, J.D., cum laude
  • Dartmouth College, A.B., cum laude


Ms. Christophorou is counsel at Cleary Gottlieb Steen & Hamilton LLP, based in its New York office.  Ms. Christophorou’s practice focuses on commercial financing, including secured transactions and bankruptcy law, derivative products and structured finance.  She represents leading financial institutions, corporate borrowers, private investment funds and sovereign clients on these matters.

Ms. Christophorou often chairs or speaks at leading conferences on matters involving commercial finance. 

Ms. Christophorou received a J.D. degree, magna cum laude, from Harvard Law School 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

Ms. Christophorou is a member of the Council of the American Bar Association Business Law Section, the Section’s governing body.  From 2009 to 2012, Ms. Christophorou was chairperson of the Uniform Commercial Code Committee of the American Bar Association. She previously was chairperson of its Investment Securities Subcommittee. 

 Ms. Christophorou served as chairperson from 2000 to 2003 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 and is on its Executive Committee.

Ms. Christophorou currently serves on the Board of Directors of the Brooklyn Bridge Park Conservancy, a non-profit organization and is a member of its Executive Committee.  She is also  chair of the State Legislative Reform Working Group of Citizens Union, a non-profit organization that works to enhance good governance in New York City and New York State.

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.


Edwin 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 Refco, Lehman, and the City of Detroit. He often advises financial institutions on documentation and risk management issues.

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, and derivatives transactions and has represented parties in major insolvencies. He has been a guest speaker for bar and trade organizations including ALI-CLE, the American Bar Association, the American Bankruptcy Institute, the International Insolvency Institute, the Association of Commercial Finance Attorneys, the Boston Hedge Fund Group, the Commercial Finance Association, the National Conference of Bankruptcy Judges, the Equipment Leasing Association, the Practicing Law Institute, the Risk Management Association, and various local bar associations. Having actively participated as a Uniform Law Commissioner in the drafting of a number of the recent revisions to the Uniform Commercial Code (UCC), Chambers USA noted he “probably knows as much about UCC as anybody in the country.”


Kenneth Chin counsels and represents lenders and borrowers in connection with corporate and financing transactions.

For more than 30 years, Mr. Chin has provided legal and transactional advice to a diverse group of clients, including many of the world’s leading commercial banks; investment banks; debt fund affiliates of major hedge funds and private equity firms; other alternative lenders; and borrowers, in large complex transactions such as leveraged buyouts, recapitalizations, acquisitions, refinancings, debtor-in-possession financings, workouts and foreclosures.  Mr. Chin’s work on behalf of these clients includes:  secured credit facilities for cash flow loans, asset-based loans and reserve-based loans; bridge loan facilities; second lien facilities; high-yield bond offerings; convertible bond offerings; securitization facilities; insurance premium finance facilities; debtor-in-possession facilities; and mezzanine facilities.

Among his most notable work, Mr. Chin represented the agent and arranger in connection with a $1.5 billion credit facility to a financial institution and $1.1 billion in term and revolving loan facilities to a group of manufacturing companies.  He also represented Alvogen and its affiliates in connection with approximately $900 million of credit facilities and Gener8 Maritime in connection with over $2 billion of vessel financings.

Mr. Chin is a fellow of the American College of Commercial Finance Lawyers. Chambers USA has also recognized him in the areas of banking and finance, lauding him as a lawyer who, according to clients, is “very knowledgeable” and “very creative … in finding solutions,” and who “takes very good care of clients.”  (Chambers USA 2014)  In 2014, he was named one of 50 Outstanding Asian Americans in Business by the Asian American Business Development Center.


Kristen V. Campana is a partner in the Corporate Department and member of the Multi-Tranche Finance and Finance Groups.

Kristen represents a wide variety of alternative lenders in domestic and cross-border financings on products across the capital structure. She has deep bankruptcy and workout experience for distressed investors. In addition, she represents energy companies and funds in domestic and Latin American project finance transactions.

Kristen’s work includes bankruptcy reorganizations and liquidations, work-outs and distressed debt purchases and sales, as well as second lien 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. She also advises clients on out-of-bankruptcy restructurings, including real estate workouts and provides general credit review analysis for lenders and potential debt purchasers.


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 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.

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

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


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.

                                                                                                                            
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, Uniform 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-; Committee to Revise Articles 1,3, and 9 (present);  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).


Mr. Carl focuses on lender and borrower representation in financing transactions (both secured and unsecured), real property acquisitions, loan workouts, and bankruptcy.  For the past 31 years, he has worked on financings and acquisitions in dollar amounts ranging from $1 million to over $4 billion involving entities in various industries, including aerospace, engineering, hospitality, gaming, food distribution, retail, entertainment, electronics, agriculture, homebuilding, and self-storage.  He is the Vice Chairman of the State Bar of California Opinions Committee and a member of its Steering Committee, has extensive experience in bank regulatory matters, and frequently advises clients regarding 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.


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 Executive Committee and Diversity Committee.

EDUCATION

J.D., 2003, University of Cincinnati College of Law

  • University of Cincinnati Law Review, Editor-in-Chief

B.A., 1998, Clark-Atlanta University

CLERKSHIPS

Law Clerk to the Honorable E. Norman Veasey, Chief Justice, Delaware Supreme Court, 2003-2004

ADMISSIONS TO PRACTICE

Delaware, 2003

Pennsylvania, 2004

Professional Activities

  • American Bar Association (Business Law Section; Vice-Chair of the Secured Lending Subcommittee of the Commercial Finance Committee, Committee on Mergers and Acquisitions, Revised Model Asset Purchase Agreement Task Force, Joint Task Force on Security Interest in LLC and Other Unincorporated Entity Interest)
  • American Bar Foundation (Fellow)
  • Delaware State Bar Association (Uniform Commercial Code Subcommittee)

Community Activities

  • Delaware Council of Development Finance
  • Prestige Academy (Director)

PUBLICATIONS

Lessons Learned from In re: El Paso Pipeline Partners, L.P. Derivative Litigation, ABA’s Business Law Today, August 2015
http://www.americanbar.org/publications/blt/2015/08/delaware_insider.html

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


Steve Weise has extensive financing experience, especially in transactions secured by personal property, including structured financing.  Steve lectures widely on commercial law topics and legal opinion letters and is the author of over 100 articles on these topics.  He has been a member of and an advisor to Uniform UCC Article 9 Drafting Committees and is the representative of the ABA to the United Nations Commission on International Trade Law Working Group on Secured Transactions.  Steve is a member of the Permanent Editorial Board for the UCC and a member of the Council of the American Law Institute.