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JOIN THE COMMERCIAL FINANCE COMMITTEE ONLINE!
FREE FOR ALL BUSINESS LAW MEMBERS
JOIN THE UNIFORM COMMERCIAL CODE COMMITTEE ONLINE!
FREE FOR ALL BUSINESS LAW MEMBERS
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Editorial Board:
Christine Gould Hamm
Co-Editor (ComFin)
Husch Blackwell Sanders LLP
816-283-4626
Carol Nulty Doody
Co-Editor (UCC)
Skadden, Arps, Slate, Meagher
& Flom LLP
212-735-2595
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Messages from the Chairs
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Mark Your Calendars
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- November 6-7, 2008 - Commercial Loan Documents: What They Mean and How They Are Used - Chicago, IL
Former ComFin Committee Chair Bob Zadek will present a hands-on, in-depth commercial loan documentation conference, updated to
reflect current and anticipated legal developments. The program will be held at the Doubletree Hotel in Chicago. Registration
and other information is available here.
- November 12, 2008 - ComFin Fall Meeting - San Francisco, CA
The ComFin Fall Meeting will be held November 12, 2008 at the San Francisco Marriott from 11:00 a.m. to 4:00 p.m. local time, in
conjunction with the CFA Annual Convention. As in prior years, ComFin will present three timely CLE programs:
- Enforcement of Security Interests in LLC and Partnership Interests and Intellectual Property
- Commitment Letters in Turbulent Credit Markets - Solutia, Clear Channel and Beyond
- Nightmare on Main Street - What Keeps Lenders Up at Night?
Registration information and additional details about the program can be found
here.
Advance registration closes on October 31 (you will be able to register on-site the day of the meeting) and the hotel reservation
deadline to obtain a discounted rate is October 20, 2008.
- November 13, 2008 - Model Intercreditor Agreement Task Force Meeting - San Francisco, CA
The MICA Task Force will hold an
all-day drafting session on the bankruptcy provisions of the Model Intercreditor Agreement on Thursday November 13 in San
Francisco in connection with the ABA/CFA meetings. Bingham McCutchen LLP has graciously agreed to host the meeting at their
San Francisco office (Board Room, 28th Floor, Three Embarcadero Center). Lunch will be provided. The meeting will begin at
8:30 a.m. local time and will end at 4:00 p.m. Please email Gary D. Chamblee, the Task Force Chair (gchamblee@wcsr.com),
to participate.
- November 12-14, 2008 - CFA Convention - San Francisco, CA
The Commercial Finance Association 64th Annual Convention will be held November 12-14, 2008 in San Francisco. Additional
information is available here.
- November 17, 2008 - Update on Fraudulent Conveyance Law Program - New York, NY
The Association of Commercial Finance Attorneys will present a program "Update on Fraudulent Conveyance Law"
on Monday, November 17, at the 101 Club, 101 Park Avenue, New York, NY. A networking cocktail party begins at 4:45 p.m. local
time, followed by the CLE presentation from 5:45 to 7:00 p.m. Non-ACFA members' cost for NY CLE credit for the program is $50.00.
More information is available here.
- November 17, 2008 - Filing Office Operations and Search Logic Task Force - Teleconference Meeting
Please check the FOOSL Taskforce website or contact the
FOOSL Taskforce Co-Chair Paul Hodnefield (phodnefi@cscinfo.com) for details.
- November 17-18, 2008 - Commercial Loan Documents: What They Mean and How They are Used - Las Vegas, NV
Former ComFin Committee Chair Bob Zadek will present a hands-on, in-depth commercial loan documentation conference, updated to reflect
current and anticipated legal developments. The program will be held at the Paris Hotel in Las Vegas. Registration and other information is
available here.
- November 21-22, 2008 - Business Law Section Fall Meeting - Washington, D.C.
Registration and other information is available here.
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Commercial Finance Committee Joins Synergy Group
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The Commercial Finance Committee, acting on behalf of the Section of Business Law,
has joined the "Synergy Group," a collection of various professional groups
in the finance and real estate disciplines. Other members include the ABA Real
Property, Trust and Estate Law Section; the American College of Commercial Finance
Lawyers; the American College of Mortgage Attorneys; the American College of Real Estate
Lawyers; the Commercial Real Estate Women Network and the International Council of
Shopping Centers Law Conference. The group's objectives include sharing observations
and insights about real estate and real estate professionals, minimizing conflicts
among respective meeting dates and discussing (and often collaborating) on public
and professional projects that are of concern and interest to the group's members.
We will report on Synergy Group activities in future newsletters.
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Featured Articles
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Proposed Guiding Principles for Considering UCC Amendments
Submitted by Edith Warkentine, Vasco H. Morais, and Harry C. Sigman, on behalf
of the Uniform Commercial Code Committee of the Business Law Section
of the State Bar of California
Recently, the Uniform Commercial Code Committee of the Business Law Section of the State Bar of California
(the "Cal UCC Committee") conducted an analysis of proposed amendments and non-uniform state variations to
Article 9 of the Uniform Commercial Code ("UCC" or the "Code"). In the course of analyzing and considering
these proposed amendments and non-uniform state variations to Article 9, the Cal UCC Committee believed it
constructive to develop suitable and consistent criteria to be used when evaluating the appropriateness of
any proposed amendments or non-uniform state variations to the UCC.
More...
Redaction and the Impact on UCC Due Diligence
Paul Hodnefield, Associate General Counsel, Corporation Service Company
In many ways, the availability of public record information on the Internet has made the
due diligence process much easier for UCC searchers. Nearly all state-level filing offices
now provide electronic access to UCC index data and images of filed records
(collectively "UCC records"). This has been a tremendous improvement over the largely
paper-based UCC system that existed prior to the 2001 adoption of Revised Article 9.
More...
BAP Opinion in Clear Channel Likely to Chill Credit Bids
Evan Jones and Emily Culler, O'Melveny & Myers LLP
Bankruptcy Code Section 363(f) allows debtors to maximize the value of their estates by selling their assets
free and clear of all liens, claims and interests. The free and clear sale and the finality of bankruptcy
court orders attract buyers that would otherwise hesitate to participate in bankruptcy auctions. A recent
decision of the Bankruptcy Appellate Panel of the Ninth Circuit may significantly decrease buyers' willingness
to rely on bankruptcy court orders.
More...
Eurodollar Disaster Clause - LIBOR and Base Rate Loans
Bridget K. Marsh, Assistant General Counsel, The Loan Syndications and Trading Association
Over the past two weeks, the LSTA has received a number of queries from members about a provision in a credit agreement
which permits lenders to convert LIBOR loans to base rate loans. In response, the LSTA hosted an educational call on
October 7th to discuss this provision, which is referred to as the "Eurodollar Disaster" clause. Rick Gray,
Partner of Milbank Tweed Hadley & McCloy, led the discussion with more than 730 members participating.
More...
Delaware Update – 2008 Legislation Amending Certain Corporations and Alternative Entity Laws
Norman M. Powell, Young Conaway Stargatt & Taylor, LLP
In its legislative session ended June 30, 2008, the Delaware General Assembly enacted amendments to the General Corporation
Law of the State of Delaware, the Delaware Limited Liability Company Act, and the Delaware Revised Uniform Limited Partnership
Act. The amendments to the DGCL took effect when signed by Governor Minner on June 26, 2008. The amendments to the DLLC
Act and the DLP Act took effect on August 1, 2008.
More...
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Committee on Uniform Commercial Code: Spotlight
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October 2008
Stephen L. Sepinuck, UCC Committee Chair
Kristen Adams, Chair, Subcommittee on General Provisions & Relations to Other Law
The purpose of this column is to identify some of the most disconcerting judicial
decisions interpreting the Uniform Commercial Code or related commercial laws.
The purpose of the column is not to be mean. It is not to get judges recalled, law
clerks fired, or litigators disciplined for incompetence. Instead, it is to shine a
spotlight on analytical errors, and thereby provide practitioners and judges with
reason to disregard the opinion.
In re Jersey Tractor Trailer Training, Inc.,
2008 WL 2783342 (D.N.J. 2008)
As reported in the December, 2007 edition of this column, few cases from last year contained
as many serious analytical errors as the bankruptcy court's decision in this case. Well, the case is
now back. On appeal, the district court repeated all of the bankruptcy court's mistakes, and
exacerbated one of them.
More...
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Committee on Commercial Finance: Subcommittee and Task Force Reports
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Committee on Uniform Commercial Code: Subcommittee and Task Force Reports
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Joint Subcommittee and Task Force Reports
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Useful Links and Websites
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Carol Nulty Doody, UCC Committee Editor
Please find below a list of electronic links that are not ABA-affiliated sites, but are resources our members find useful:
- The UCCLAW-L listserv, which is sponsored by West Group, publisher of the "UCC Reporting Service."
To subscribe to the UCCLAW-L listserv, go to http://lists.washlaw.edu/mailman/listinfo/ucclaw-l;
- U. Penn's archive of NCCUSL final acts and drafts can be
accessed at http://www.law.upenn.edu/bll/archives/ulc/ulc.htm;
- Pace University's database of CISG decisions can be accessed at
http://cisgw3.law.pace.edu; and
- Gonzaga University's new Commercial Law Center has a variety of links to useful sites and can be accessed at
http://www.law.gonzaga.edu/About-Gonzaga-Law/ Commercial-Law-Center/default.asp.
In addition, the Commercial Finance Committee's Task Force on Surveys of State Commercial Laws
website links to surveys
of the law of all 50 states (except Connecticut), DC and Puerto Rico.
With your help, our list of electronic resources will continue to grow. Please feel free to forward other electronic resources
you would like to see included in future editions of the Commercial Law Newsletter, by sending them to either Christine Gould Hamm,
the Commercial Finance Editor, or Carol Nulty Doody, the Uniform Commercial Code Editor.
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UCC Scorecard
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Committee Leadership Rosters
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