ALI-ABA Course of Study

Commercial Lending and Banking Law--2009

January 29 - 31, 2009

Scottsdale, Arizona

TABLE OF CONTENTS

Page

PROGRAM xi

FACULTY PARTICIPANTS xiii

FACULTY BIOGRAPHIES xv

STUDY MATERIALS

1.

Joint Review Committee for Article 9 of the UCC Meeting Notes for

October 3-5, 2008

Submitted by Edwin E. Smith

1

2. 2008 Commercial Law Developments

By Steven O. Weise, Teresa Wilton Harmon, and Lynn A. Soukup

33

Table of Contents 34

Study Outline 37

3.

Outline of Investment Property and Deposit Account Security Interest

Provisions in Articles 8 and 9 of the UCC (with TRADES Regs and

International Developments Addenda)

By Sandra M. Rocks

73

Outline 75

Presentation Slides 92

Opinion in Highland Capital Management LP v. Schneider 99

Subordinated Promissory Note 122

Sample Article 8 Opt-In Provisions 222

Sample LLC Membership Interest Certificate 224

Sample Securities Account Control Agreement 226

4.

Additional Report of the Joint Task Force on Deposit Account Control

Agreements

Submitted by Edwin E. Smith

235

5. Security Interests in Manufactured Housing

By Ann M. Burkhart

251

6.

Legal and Regulatory Issues in the Creation, Perfection, and Enforcement

of Security Interests in Manufactured Homes

By R. Wilson Freyermuth

263

7. Intellectual Property Collateral

By Harry C. Sigman and Steven O. Weise

293

8. Intellectual Property Collateral Perfection and Proceeds in Bankruptcy

By Thomas M. Ward

307

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9. Letters of Credit

By Anthony R. Callobre

343

A Primer on Letters of Credit 345

Presentation Slides 373

10. Cash Management Provisions in Syndicated Loan Facilities

By Teresa Wilton Harmon and Jonathan Williams

391

11. Letter of Credit Provisions in Syndicated Loan Facilities

By Teresa Wilton Harmon and Edwin E. Smith

399

12. Impacts of Derivatives Transactions on Syndicated Loan Facilities

By Marion Gilberti Barish and Edwin E. Smith

421

13. Foreign Currency Provisions in Syndicated Loan Facilities

By Teresa Wilton Harmon and Jonathan P. Williams

433

14. Real Estate Capital Markets

By Patrick A. Guida and Michael D. Hamilton

443

15. The Federal Government's Response to the Credit Crisis

By John K. Lawrence

459

Study Outline 461

Index of Exhibits 467

Abbreviations 469

16. Workouts, Foreclosures, and Bankruptcy

By Jerome Reisman

599

Study Outline 601

Florida Department of Revenue v. Piccadilly Cafeterias, Inc., 128 S.Ct.

2326 (June 16, 2008)

609

In re: PW, LLC, 391 B.R. 25 (B.A.P. 9th Cir. July 18, 2008) 639

In re SI Restructuring, Inc., 532 F.3d 355 (5th Cir. June 20, 2008) 678

17.

An Overview of the Treatment of Secured Creditors under Chapter 11 of

the Bankruptcy Code

By Edwin E. Smith

691

18.

A Summary of the Enforcement Provisions of Article 9 of the Uniform

Commercial Code

By Edwin E. Smith

707

19. UCC Article 9: Anticipating Default, Enforcement and Remedies

By Edwin E. Smith

715

20.

Negotiating Intercreditor Agreements

By Richard K. Brown, Anthony R. Callobre, Gary D. Chamblee, and Robert L.

Cunningham, Jr.

727

Study Outline 729

Presentation Slides 736

ABA First Lien/Second Lien Intercreditor Issues Analysis 741

Draft Model Intercreditor Agreement (First and Second Lien Loans) 763

21. Opinion Letters in Commercial Lending

By Teresa Wilton Harmon and Steven O. Weise

827

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22.

Impact of Derivatives Transactions on Syndicated Loan Facilities

(Handout)

By Teresa Wilton Harmon and Edwin E. Smith

837

23. Foreign Currency Provision in Syndicated Loan Facilities (Handout)

By Teresa Wilton Harmon and Edwin E. Smith

843

24. Cash Management Provisions in Syndicated Loan Facilities (Handout)

By Teresa Wilton Harmon and Edwin E. Smith

849

25. Letter of Credit Provisions in Syndicated Loan Facilities (Handout)

By Teresa Wilton Harmon and Edwin E. Smith

855

26. Intellectual Property as Collateral under Article 9 (Handout)

By Edwin E. Smith

861

27.

Can a Buyer and Secured Party Rely on a Certificate of Title?

Part II: The Tenth Circuit Opines on CTs in the Wilserv case (Handout)

By Professor Alvin C. Harrell

875

28.

Perfection, Priority and Enforcement: Documented Vessels, Aircraft and

Automobiles (Handout)

By Bobbi Acord

925

29.

The Problem: What's the Legal Status of a Manufactured Home?

(Handout)

By R. Wilson Freyermuth

945

30. Appendix to UNCITRAL Working Group VI: Security Interests (Handout)

By Steven O. Weise

971

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ALI-ABA Course of Study Commercial Lending and Banking Law―2009

January 29-31, 2009 Scottsdale, Arizona

PROGRAM

Thursday, January 29, 2009 8:00 a.m. Registration and Continental Breakfast WEBCAST SEGMENT A – Article 9 and Commercial Law Developments 9:00 a.m. Introductory Remarks and Course Overview – Mr. Guida 9:15 a.m. Proposed Revisions to Article 9 Status Report from Drafting Committee with Special Focus on

Filing Issues – Messrs. Sigman and Smith 10:30 a.m. Networking Break 10:45 a.m. Commercial Law Developments – Ms. Harmon and Mr. Weise 12:15 p.m. Lunch Break WEBCAST SEGMENT B – Security Interests and Control Agreements 1:45 p.m. Security Interests in Investment Property and Deposit Accounts – Ms.

Rocks 2:30 p.m. Negotiating the Securities Account and Deposit Account Control

Agreement – Ms. Rocks and Mr. Smith 3:15 p.m. Networking Break 3:30 p.m. Security Interests Outside of the UCC: Perfection, Priority and

Enforcement Documented Vessels; Aircraft; Automobiles [wholesale, retail,

leased]; Mobile Homes; Manufactured Housing; Agricultural Commodities and the Perishable Agricultural Commodities Act – Ms. Acord; Profs. Burkhart, Freyermuth, and Harrell

5:30 p.m. Adjournment for the Day Friday, January 30, 2009 8:15 a.m. Continental Breakfast WEBCAST SEGMENT C – Intellectual Property, Letters of Credit, and Loan Agreement Provisions 8:45 a.m. Intellectual Property Collateral – Messrs. Sigman and Weise 9:30 a.m. Intellectual Property Collateral in Bankruptcy – Mr. Smith 10:15 a.m. Networking Break 10:30 a.m. Letters of Credit – Mr. Callobre 11:30 a.m. Drafting Loan Agreement Provisions That Address Other Financial

Products Cash Management Services, Letters of Credit, Interest Rate Swaps, and Foreign Exchange Transactions – Ms. Harmon and Mr. Smith

12:30 p.m. Lunch Break

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WEBCAST SEGMENT D – Real Estate Financing, Workouts, Foreclosures, and Bankruptcy 2:00 p.m. Real Estate Financing: Practical Points for Documentation – Messrs.

Guida and Hamilton 3:00 p.m. Networking Break 3:15 p.m. Developments in the Federal Regulation of Depository Institutions –

Mr. Lawrence 4:15 p.m. Workouts, Foreclosures, and Bankruptcy – Messrs. Reisman and Smith 5:30 p.m. Adjournment for the Day Saturday, January 31, 2009 8:30 a.m. Continental Breakfast WEBCAST SEGMENT E – Intercreditor Agreements and Opinion Letters 9:00 a.m. Negotiating Intercreditor Agreements: A Report from the ABA Model

Intercreditor Agreement Task Force – Messrs. Brown, Callobre, Chamblee, and Cunningham

10:30 a.m. Networking Break 10:45 a.m. Negotiating Opinion Letters and Opinion Practice – Ms. Harmon and

Mr. Weise 12:00 noon Adjournment

Total 60-minute hours of instruction: 15.5

Note: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions.

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ALI-ABA Course of Study Commercial Lending and Banking Law―2009

January 29-31, 2009 Scottsdale, Arizona

PLANNING CHAIR

Patrick A. Guida, Esquire

Duffy Sweeney & Scott, Ltd. 1800 Financial Plaza

Providence, RI 02903

FACULTY Bobbi Acord, Esquire Parker, Hudson, Rainer & Dobbs LLP 1500 Marquis Two Tower 285 Peachtree Center Avenue, N.E. Atlanta, GA 30303 Richard K. Brown, Esquire Winston & Strawn LLP 214 North Tryon Street Charlotte, NC 28202 Professor Ann M. Burkhart Curtis Bradbury Kellar Professor of Law University of Minnesota Law School 426 Mondale Hall 229-19th Avenue South Minneapolis, MN 55455 Anthony R. Callobre, Esquire Bingham McCutchen LLP Suite 4400 355 South Grand Avenue Los Angeles, CA 90071 Gary D. Chamblee, Esquire Womble Carlyle Sandridge & Rice, PLLC 3500 One Wachovia Center 301 South College Street Charlotte, NC 28202

Robert L. Cunningham, Jr., Esquire Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 Professor R. Wilson Freyermuth John D. Lawson Professor of Law University of Missouri School of Law 215 Hulston Hall Columbia, MO 65211 Michael D. Hamilton, Esquire DLA Piper US LLP Suite 2300 550 South Hope Street Los Angeles, CA 90071 Teresa Wilton Harmon, Esquire Sidley Austin LLP One South Dearborn Chicago, IL 60603 Professor Alvin C. Harrell Professor of Law Oklahoma City University School of Law 2501 N. Blackwelder Avenue Oklahoma City, OK 73106

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John K. Lawrence, Esquire Dickinson Wright PLLC Suite 4000 500 Woodward Avenue Detroit, MI 48226 Jerome Reisman, Esquire Reisman, Peirez & Reisman, L.L.P. P.O. Box 119 1305 Franklin Avenue Garden City, NY 11530 Sandra M. Rocks, Esquire Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006

Edwin E. Smith, Esquire Bingham McCutchen LLP One Federal Street Boston, MA 02110 Steven O. Weise, Esquire Proskauer Rose LLP Suite 3200 2049 Century Park East Los Angeles, CA 90067

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FACULTY BIOGRAPHIES PLANNING CHAIR Patrick A. Guida, of Duffy, Sweeney & Scott, Ltd. in Providence, Rhode Island, represents institutional lenders and borrowers in the structuring, documentation, enforcement and workout of various credit facilities, as well as syndicated credit facilities and commercial lending form documents. Mr. Guida also represents major real estate developers in their project development, permitting, borrowing and leasing transactions. He previously served as in-house counsel for several banks, where he provided counsel to the corporate lending, real estate lending, asset-based lending, international lending, precious metals, loan administration and asset liability management divisions. He is a Fellow of the Rhode Island Bar Foundation, was included in the 2008 edition of New England Super Lawyers, and was appointed to the Rhode Island State Advisory committee on Civil Rights. Mr. Guida is the planning chair for the ALI-ABA course of study on Commercial Lending and Banking Law, as well as programs for the Rhode Island Bar Association. He is a graduate of Union College, cum laude, and Case Western Reserve Law School. FACULTY Bobbi Acord practices in the Commercial Lending/Bankruptcy Practice Group at Parker, Hudson, Rainer & Dobbs in Atlanta, and has substantial expertise in structuring, documenting, negotiating and closing secured loan transactions for financial institutions, including complex syndicated credit facilities. Ms. Acord also has experience in structuring and closing international financial transactions involving both secured facilities and receivables purchase facilities, and has been involved in various workouts of financing transactions. She is a Fellow in the American College of Commercial Finance Attorneys, and has been listed in Best Lawyers in America, Chambers USA: Leading American Business Lawyers, and was selected as one of the top 50 Georgia Women Super Lawyers. Ms. Acord is an active member of the American Bar Association Business Law Section, the State Bar of Georgia, and the Atlanta Bar Association, and is the President of the Wake Forest Law School Alumni Council. She earned her B.A. and J.D. from Wake Forest University. Richard K. Brown is a partner in Winston & Strawn’s finance practice group who concentrates in the corporate lending area. His practice primarily is focused on syndicated credit facilities, asset-based financing and other secured financing transactions. His practice also includes equipment finance and leasing, bank treasury services and letter of credit transactions. Mr. Brown is a member of the American Bar Association, Business Law Section, and serves on its Commercial Financial Services Committee and is Co-Chair of the Subcommittee on Syndications and Lender Relations. He is vice chair of the ABA Model Intercreditor Agreement Task Force and a member of the drafting committee of the ABA Joint Task Force on Model Deposit Account Control Agreements. In addition, Mr. Brown is secretary and a member of the Executive Board of The Association of Commercial Finance Attorneys, Inc. He is also the

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chair of the Commercial Law and UCC Committee of the Business Law Section of the North Carolina Bar Association. Mr. Brown has lectured extensively on topics of interest related to secured transactions under the Uniform Commercial Code (UCC). Mr. Brown is a practitioner in residence at the University of North Carolina School of Law, Center for Banking and Finance, and was named a North Carolina “Super Lawyer” for banking law in 2007 and 2009. He earned his J.D. from Quinnipiac University and his B.S. from the University of Vermont. Professor Ann M. Burkhart is an expert in the area of real estate law. Since 1982, Professor Burkhart has been teaching property law, real estate finance and development, land use planning, and comparative property law at the University of Minnesota Law School. During that time, she has received the Stanley V. Kinyon Teaching and Counseling Award three times. Professor Burkhart received B.S. and M.S. degrees from Purdue University, and graduated, magna cum laude, from the University of Illinois College of Law. After graduating from law school, Professor Burkhart clerked for the Honorable James C. Hill of the United States Court of Appeals for the Eleventh Circuit. She then practiced law with Sidley & Austin in Chicago and with Alston & Bird in Atlanta. Professor Burkhart is a member of the American Law Institute and was an Adviser for the Restatement (Third) of Property-Security (Mortgages). She also is a member of the American College of Real Estate Lawyers and of the American College of Mortgage Attorneys. She is a Fellow of the American Bar Foundation. Professor Burkhart has been a visiting professor at the Wharton School at the University of Pennsylvania, UCLA School of Law, Uppsala University College of Law in Sweden, and Christian-Albrechts University in Germany. Anthony R. Callobre is a partner in the Los Angeles office of Bingham McCutchen LLP, where he practices in the area of banking and commercial law. His clients include commercial banks, commercial finance companies, business development corporations, hedge funds and other financial institutions. His practice includes bank regulatory, commercial and corporate lending, letter of credit, and creditors rights and insolvency law. Mr. Callobre is a frequent author and lecturer in the areas of banking and commercial law. He is a Fellow of the American College of Commercial Finance Lawyers, Inc.; a past Chair of the Syndications and Lender Relations Subcommittee of the Commercial Financial Services Committee of the Business Law Section of the American Bar Association; a current vice chair of the Letters of Credit Subcommittee of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association; a member of the Financial Lawyers Conference; a member of the Commercial Law and Bankruptcy Section of the Los Angeles County Bar Association; and a past member and Vice-Chair of the UCC Committee of the Business Law Section of the State Bar of California. Mr. Callobre has been recognized as a leading lawyer in banking law by The Best Lawyers in America (2009) and as a leading lawyer in banking law by The Best Lawyers in Southern California (2008). Mr. Callobre received his undergraduate degree in Economics and International Relations from Brown University and his J.D. and LL.M degrees from Boston University School of Law.

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Gary D. Chamblee, a partner in the Charlotte office of Womble Carlyle Sandridge & Rice, practices primarily in the areas of corporate finance, real estate finance and other secured transactions, including representation of agent banks in syndicated loan transactions and representation of lenders in commercial finance and real estate finance transactions, including asset-based loans, commercial loans, mezzanine finance, DIP financing, intercreditor arrangements, wealth management financing, multi-state loans, multi-currency loans and cross-border transactions. Mr. Chamblee is the Chair of the American Bar Association’s Model Intercreditor Agreement Task Force and is a Co-Chair of the ABA Subcommittee on Syndications and Lender Relations. He is also a fellow in the American College of Commercial Finance Lawyers. Mr. Chamblee writes and speaks regularly on intercreditor and other topics involving secured finance. He received his A.B. and J.D. University of North Carolina. Mr. Chamblee served as a law clerk to Susie Sharp, Chief Justice of the North Carolina Supreme Court. Robert Cunningham is a partner in Gibson Dunn & Crutcher’s New York office and serves as a Co-Chair of the firm’s Global Finance Practice Group. Mr. Cunningham represents lenders, borrowers, lessors, lessees, arrangers, sponsors, private equity investors, monocline insurers and LBO, investment and hedge funds, and other capital users and providers and credit enhancers in a wide variety of U.S., European, Asian and Latin American financing transactions. He has extensive experience in a wide range of financing arrangements, and has done a number of first-of-their-kind transactions, including some of the earliest investment bank bridge acquisition financings. Mr. Cunningham was recently named Vice Chair of the American Bar Association First Lien/Second Lien Model Intercreditor Agreement Task Force. Prior to joining the firm, Mr. Cunningham served as the co-chair of the Global Lending and Structured Finance practice at Jones Day, and before that, was a principal financing partner with Fried, Frank, Harris, Shriver & Jacobson. Mr. Cunningham received his law degree in 1972 from Columbia University and is a former captain in the U.S. Army.

Professor R. Wilson Freyermuth joined the faculty of the University of Missouri School of Law in 1992 and teaches in the areas of Property, Real Estate, Secured Transactions, and Local Government. He currently serves as the Executive Director of the Joint Editorial Board for Uniform Real Property Acts, and served as the Reporter for the Uniform Assignment of Rents Act and the Uniform Residential Mortgage Satisfaction Act. He has co-authored widely used texts in both Property and Secured Transactions. He earned his B.A. at University of North Carolina – Chapel Hill, and his J.D. at Duke University School of Law. Professor Freyermuth clerked for the late Judge John D. Butzner, Jr. of the U.S. Court of Appeals for the Fourth Circuit, and also worked with the North Carolina firm of Womble, Carlyle, Sandridge and Rice in its commercial real estate and bankruptcy practice areas. He has served as a visiting professor at Duke University School of Law, the University of North Carolina - Chapel Hill School of Law, Washington University at St. Louis Law School, and the University of Denver College of Law. A recipient of the 2007 William T. Kemper Fellowship for Teaching Excellence, Prof. Freyermuth is a co-author of the casebook "Property and Lawyering" (published by West Group) and of the popular treatise "Understanding Secured Transactions" (published by Matthew Bender/LEXIS). He serves as the Executive Director of the Joint Editorial Board for Uniform Real Property Acts.

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Michael D. Hamilton is a real estate attorney in the Los Angeles office of DLA Piper US LLP, where his practice focuses on commercial and real estate finance, including REITs, mortgage loans, acquisition financing, and other investments; project development and infrastructure; as well as related environmental and natural resource issues, such as redevelopment of superfunds, permitting, environmental due diligence, and conservation. He is a member of the Los Angeles County Bar Association, the California State Bar Association, the American Bar Association, and the Environmental Law Institute. In 2008, Mr. Hamilton was named one of Los Angeles’ Top 20 Under 40 Lawyers, one of 20 Rising Stars of Real Estate, as well as a Southern California Rising Star. Mr. Hamilton earned his A.B. at Hamilton College, a M.A. at Rice University, and his J.D. at the University of Oregon. Prior to practicing law, Mr. Hamilton was an environmental geophysicist. Teresa Wilton Harmon is a partner in Sidley Austin's Chicago office, where her practice involves secured and unsecured lending transactions, asset securitization and structured finance, financing transactions for electric utilities and other regulated companies, corporate law and community economic development. Securitization of student loans, federally-guaranteed and private, comprises a significant portion of her practice. She also advises clients on the application of the Uniform Commercial Code to commercial and financial transactions. Ms. Harmon teaches Secured Transactions as an adjunct professor at The University of Illinois College of Law and has served as an adjunct professor in the Graduate School of Business at Dominican University, where she taught business law, ethics and legal issues involving not-for-profit organizations. She is a contributing editor to Banking and Lending Institution Forms (AS Pratt). Ms. Harmon is a Co-Chair of the Commercial Finance and Transactions Committee of the Chicago Bar Association, and is a member of ABA’s Section of Business Law and Uniform Commercial Code Committee. From 1994-1995, she clerked for the Honorable Phyllis Kravitch (11th Cir.). Ms. Harmon earned a B.S. and M.B.A. from the University of Alabama and her J.D. from the University of Chicago Law School.

Alvin C. Harrell is the Robert S. Kerr Sr. Distinguished Professor of Law at Oklahoma City University School of Law, where he teaches Bankruptcy, Sales, Commercial Paper and Bank Deposits and Collections, Secured Transactions, Electronic Commerce, and Consumer Law. Professor Harrell clerked for Chief Judge Alfred P. Murrah (10th Cir.). He is chair of an American Bar Association subcommittee and the ABA Task Force on Certificate of Title Laws; is Executive Director of the Conference on Consumer Finance Law and a member of its Governing Committee; participates in several committees involved in re-drafting portions of the Uniform Commercial Code and related laws; and is a member of the American College of Consumer Financial Services Lawyers and the American College of Commercial Finance Lawyers. He also serves as editor of The Consumer Finance Law Quarterly Report and The Annual Survey of Consumer Financial Services Law in The Business Lawyer, and has edited and/or written numerous textbooks, supplements, reference books, and articles since 1981. Professor Harrell has a B.S., J.D., and M.B.A. from Oklahoma City University, and an LL.M. from Southern Methodist University.

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John K. Lawrence, a partner in the Detroit office of Dickinson Wright PLLC, has extensive experience with matters involving international and domestic financial services, government regulation of financial institutions, mergers and acquisitions of financial institutions, corporate finance, consumer credit, international operations and joint ventures, and asset securitization. He counsels banks in all types of international and domestic commercial and trade finance, including syndicated credits, derivatives, and letters of credit and acceptances; advises depository institutions and holding companies; represent financial institutions and holding companies in the formation of U.S. and foreign subsidiaries, and in acquisition of other financial institutions. He earned his B.A. at the University of Michigan and his J.D. at Harvard Law. He is an elected member of the American Law Institute, as well as a member of the American, International, and Federal Bar Associations. He is also listed in Best Lawyers in America and Michigan Super Lawyers. Jerome Reisman is a partner at Reisman Peirez & Reisman in Garden City, New York, where his practice focuses on Bankruptcy Law, Creditor's Rights, Commercial Litigation, Real Estate, Bank Documentation, Estate Planning, and Wills and Trusts. He earned his B.A. from Queens University and his LL.B. from Syracuse University. He is an Official Observer to the Drafting Committee to Revise Uniform Commercial Code Article 9. Mr. Reisman is a member of the Commercial Law League of America, the Association of Commercial Finance Attorneys, the New York State Bar Association, the American Bar Association, and the Nassau County Bar Association. He was listed in the 2007 edition of New York Super Lawyers. Since 2002, Mr. Reisman has served as Acting Village Justice for the Village of Great Neck. He also served as Great Neck’s Deputy Mayor from 2000-2002, a Trustee from 1998-2002, as well as Chairman of the Zoning Board of Appeals. Sandra Rocks is counsel at the New York office of Cleary Gottlieb Steen & Hamilton LLP, where her practice focuses on commercial financing, including secured transaction and bankruptcy law. After receiving a J.D. degree from Columbia University and an undergraduate degree from Susquehanna University in 1975, Ms. Rocks served as law clerk to New Jersey Supreme Court Justice Morris Pashman. In 2005, Ms. Rocks was elected ABA Liaison-Advisor to the Permanent Editorial Board of the Uniform Commercial Code. She has chaired the International Commercial Law Subcommittee of the UCC Committee of the Business Law Section of the ABA and the Subcommittee on Investment Securities of the UCC Committee; chaired the Task Force on Proposed Treasury Regulations Governing Book-Entry Securities; served as a member of the SEC’s Market Transactions Advisory Committee; is a member of the TriBar Committee on Legal Opinions; and is a member of the American College of Commercial Finance Lawyers and the Association of Commercial Finance Attorneys. In 2001 and 2002 Ms. Rocks participated on behalf of EMTA in drafting sessions at The Hague Conference on Private International Law. Ms. Rocks is a frequent speaker at bar association and privately sponsored educational programs on Articles 8 and 9 of the UCC and related international initiatives. She is listed in the Legal Media Group's IFLR 1000: The Guide to the World's Leading Financial Law Firms - Banking: Financial Services Regulatory.

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Harry C. Sigman earned his A.B. from U.C.L.A. and his J.D. from Harvard University. He is a former Associate Professor at USC Law School, as well as a Visiting Professor at UCLA and law faculties in Belgium, the Netherlands, Israel, Switzerland, and Spain. He is a member of the National Conference of Commissioners on Uniform State Laws (NCCUSL) Drafting Committee to Revise Uniform Commercial Code Article 9; is an ABA Adviser to the Drafting Committee to Revise UCC Article 1; and is a member of the Article 9 Study Committee; the UCC Permanent Editorial Board; the United Nations Commission on International Trade Law (Uncitral) working group convention on international receivables financing (U.S. Delegate); and the International Institute for the Unification of Private Law. Mr. Sigman has also served as a consultant to governmental bodies and other organizations in connection with efforts to reform personal property security laws in numerous countries. He was a Founding Fellow of the American College of Commercial Finance Lawyers, and is a member of the American Law Institute (Adviser, Transnational Insolvency Project); American Bar Association (Past Vice Chair, UCC Committee; past Co-Chair, Article 9 Subcommittee; past Co-Chair, Article 1 Review Task Force; Commercial Financial Services Committee); Financial Lawyers Conference (Governor and Past President); and the California State Bar UCC Committee (past Chair). Edwin E. Smith, co-chair of Bingham McCutchen LLP’s Financial Institutions practice, and based in the Boston and New York offices, concentrates his practice in general corporate and commercial law, debt financings, structured financings, workouts, bankruptcies and international transactions. Having actively participated in the drafting of a number of the recent revisions to Uniform Commercial Code (UCC), Chambers USA, 2005 notes he “probably knows as much about UCC as anybody in the country.” Mr. Smith is a frequent speaker for bar and trade organizations, is a Uniform Law Commissioner in Massachusetts, was a U.S. delegate to United Nations Commission on International Trade Law, and is a member of the American Law Institute, American College of Commercial Finance Lawyers, and the American College of Bankruptcy. He has been a faculty lecturer on secured transactions at the law schools of Northeastern, Suffolk, and Harvard Universities. He earned his B.A. at Yale University, and his J.D. at Harvard Law School. Steven O. Weise recently joined the Los Angeles office of Proskauer Rose LLP, and is a nationally-recognized expert in all areas of commercial law. Mr. Weise is a permanent member of the Editorial Board for the Uniform Commercial Code, an ABA Advisor to the UCC Article 9 Drafting Committee, a member of the American Law Institute, and a fellow of the American College of Commercial Finance Lawyers. He is also a member of the American Bar Association, the California State Bar, the Los Angeles County Bar Association, Beverly Hills Bar Association, and Board of Governors of the Financial Lawyers Conference. Mr. Weise authors extensive annual updates on all areas of commercial law published by the American Bar Association and the State Bar of California. In 2007, he was awarded the “Lifetime Achievement Award” from the Business Law Section of the State Bar of California. In 2002, the American College of Commercial Finance Lawyers gave him their “Distinguished Service Award” for distinguished service in the development and nationwide enactment of Revised Article 9 of the UCC, and the California Bankers’ Association chose him as the recipient of the Frandzel Award for superior and noteworthy legal assistance by an outside counsel to the California banking

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industry. He earned his B.A. at Yale University and his J.D. at Boalt Hall School of Law at the University of California at Berkeley.

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