Secured Lending to Foreign Borrowers: UCC Perfection, Enforcement Risks, and Conflict-of-Laws Issues
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will analyze the Uniform Commercial Code (UCC) provisions applicable to cross-border financing transactions and discuss some of the enforcement and conflict-of-laws challenges lenders and finance counsel should understand when structuring a secured transaction involving a foreign obligor or foreign collateral.
Outline
- Creating and perfecting a security interest under the UCC: applicability across borders generally
- UCC Section 9-307(b) and (e): general rules for determining the "location" of the obligor
- UCC Section 9-307(c): foreign obligors
- Application of UCC location rules in hypotheticals
- Enforcement risks and conflict-of-laws issues in cross-border transactions
Benefits
The panel will review these and other essential questions:
- How is the "location" of a U.S. borrower generally determined for filing purposes under the UCC?
- How do the location and perfection, as well as priority rules, vary for foreign borrowers?
- Can UCC security interests be recognized or enforced in foreign jurisdictions? How should conflict-of-laws issues be addressed?
Faculty
Matthew G. Bouslog
Partner
Allen Matkins Leck Gamble Mallory & Natsis
Mr. Bouslog represents debtors, creditors, and investors in complex restructuring matters, including in- and... | Read More
Mr. Bouslog represents debtors, creditors, and investors in complex restructuring matters, including in- and out-of-court restructurings, distressed acquisitions, and bankruptcy-related litigation. He also has significant experience with cross-border bankruptcy matters. Mr. Bouslog also regularly advises clients on corporate governance and fiduciary duties and bankruptcy-related issues in real estate, finance, corporate, and litigation matters. In addition to his restructuring experience, Mr. Bouslog represents clients in UCC Article 9 matters and enforcement of rights and remedies generally.
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Edwin E. Smith
Partner
Morgan, Lewis & Bockius
Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,... | Read More
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.
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Steven O. Weise
Partner
Proskauer Rose
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those... | Read More
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.
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