Learn the latest on bankruptcy sales and UCC foreclosures with this on-demand seminar and podcast. Register to obtain CLE credit, receive comprehensive course materials, and listen and learn at your convenience. You may listen to the program as many times a you wish and even save it to your computer for future reference.

Benefits:

The weak economy continues to push numerous businesses into distress, prompting record numbers of commercial loan defaults. Bankruptcy filings have increasingly become a method for sale over reorganization. Acquisitions of distressed businesses have reached record volumes as buyers take advantage of low price opportunities. To maximize the recovery of distressed loans, lenders and their counsel must evaluate loans at the first sign of financial difficulty and develop pre-bankruptcy proceeding strategies to protect the lenders' rights and interests. While bankruptcy is most often the preferred choice for secured creditors, a foreclosure under UCC Article 9 poses unique advantages for both parties. Foreclosure under Article 9 can be completed more quickly, cost less, and be more predictable than a Section 363 sale. At the same time, the UCC foreclosure process involves some unexpected obstacles that creditors must avoid and be addressed. This seminar covers the general best practices that should be considered in any UCC foreclosure and bankruptcy sale, associated risks, methods to minimize uncertainty, best practices for carrying out UCC sales, and avoiding the unexpected difficulties that arise with such sales. Learn from our nationally respected faculty as they provide advice on counseling lenders and creditors, as well as those whose practice entails aspects of bankruptcy law and foreclosures.

Agenda:

Theodore Cohen on Distressed Asset Sales through Bankruptcy 363 Sales

1. Comparing and Contrasting the Mechanisms:

1a. Bankruptcy 363 Sales

1b. UCC Foreclosure Sales

1c. ABC’s

1d. Receiverships

2. Explaining How Each Mechanism Works

3. Issues facing the Various Constituencies (buyer, seller/debtor, secured lender, creditors committee)

4. Protection from Successor and Fraudulent Transfer Liability

5. Lease and Contract Assumption

6. Sales Procedures and Speed to Close

7. Transaction Costs

8. Recent Case Law affecting Ability to Sell Free and Clear of Liens

9. Risks of the Various Mechanisms

10. Business Issues that Must be Addressed: Due Diligence, Understanding Key Customers and Vendors

William Schoenholz & Peter S. Burke on Protecting Creditors’ and Borrowers’ Interests

1. An Overview of Article 9 Foreclosure

2. Traditional Remedies Available under the UCC

3. Determining Debtor, Obligor, Secondary Obligor, & Secured Parties

4. Rights & Duties Available under the UCC

5. Applications of Commercial Reasonableness in Bankruptcy

6. Failure to Comply with Article 9

7. Collection & Strict Foreclosure

8. Practical Considerations of Bankruptcy Sales

9. A Guide for Best Practices of Foreclosures & Bankruptcy Sales

Question & Answer Session

Biography of Seminar Faculty:

1. William Schoenholz is a shareholder in Buchalter Nemer LLP’s Bank and Finance Practice Group, a member of the firm’s Board of Directors and the Marketing Committee Board Liaison. He has extensive experience in complex domestic and international financing transactions, representing banks, commercial finance companies, funds and other institutional investors. He has structured, negotiated, and documented a wide variety of financing arrangements ranging from acquisition financing (including leverage buyouts and the financing of tender offers), bridge financing, and working capital financing. These transactions typically involve multi-facility secured credit arrangements that often include multiple borrowers and cross-border elements. Mr. Schoenholz also has considerable experience representing agents in syndicated and club loan transactions and in negotiating and documenting various inter-creditor arrangements. In addition to Mr. Schoenholz’s “front-end” practice, he often represents lenders in workouts and forbearance arrangements. In connection with this, he has substantial experience in private and public foreclosure sales, as well as strict foreclosures, under the Uniform Commercial Code. Mr. Schoenholz is a member of both the Financial Lawyers Conference and the Business Law Section of the Bar. He is recognized by Chambers USA (2009 and 2010): Leading Lawyers for Business as a leading individual in Banking & Finance. He earned a J.D. at the University of Southern California Law Center.

2. Peter Burke is a partner in Paul Hastings LLP’s Finance and Restructuring Group. His practice is focused on commercial and corporate finance, asset-based lending, subordinated debt financings and other lending transactions. Mr. Burke has represented numerous banks, commercial finance companies, hedge funds and other lenders in establishing credit facilities for acquisitions, recapitalizations, restructurings and working capital facilities. He has experience in various business sectors including restaurants, casinos, manufacturing, investment companies, real estate development and software. Mr. Burke also has extensive experience in negotiating intercreditor agreements, subordination agreements and other related documentation in numerous facilities. Mr. Burke served as the judicial law clerk to the Honorable Stephen Derby, United States Bankruptcy Judge, District of Maryland. He received a J.D. from the University of Virginia School of Law, where he was the articles editor of the Virginia Journal of Law and Politics.

3. Theodore A. Cohen is special counsel at Sheppard Mullin LLP, where he specializes in creditors' rights and focuses on lender, indenture trustee, and lessor representation in bankruptcies, loan and lease workouts, defaulted bond financings and secured transactions. Mr. Cohen also represents distressed asset and stock buyers, sellers, and assignees in bankruptcy 363 sales, UCC foreclosure sales, real estate foreclosure sales, receiverships, and assignments for the benefit of creditors. Mr. Cohen's experience includes workouts, asset sales, stock sales, loan sales, cash collateral issues, debtor-in-possession financing, relief from stay proceedings, plans of reorganization, preference and fraudulent transfer litigation, pre-bankruptcy counseling for debtors and creditors, reorganization issues, trust indenture enforcement, lease and contract assumption issues, and prejudgment remedies in state court, including writs of attachment, writs of possession, injunctions and receivers. Mr. Cohen earned a J.D. at the University of California, before serving as the Judicial Clerk to the Chief Judge of the United States District Court, District of Nevada. He is a member of the State Bar of California.

Who should attend this seminar?
Attorneys, paralegals, and legal professionals.

Only registered attendees will receive CLE credit for attending this course. Sign-up today to listen & learn with this 24/7 On-demand seminar and podcast.

CLE ACCREDIATION: The Rossdale Group, LLC is a national leader in attorney education and has trained thousands of attorneys, paralegals, and other legal professionals. This seminar is available for CLE & MCLE credit with the following jurisdictions.

1. State Bar of California for 1.5 MCLE credits

2. The Florida Bar for 2.0 CLE credits

3. Georgia Bar for 1.5 CLE credits

4. Mississippi Commission on Continuing Legal Education for 1.5 CLE credits

5. The State of Nebraska for 1.5 CLE credits

6. Available for 1.5 CLE credits for members of the New York State Bar

7. The Nevada Board of Continuing Legal Education for 1.5 CLE credits

8. The New Mexico Minimum Continuing Legal Education Board for 1.5 CLE credits

9. The Utah State Board of Continuing Legal Education for 1.5 CLE credits

10. The Washington State Board of Continuing Legal Education for 1.5 CLE credits

11. The Wisconsin Board of Bar Examiners for 1.5 CLE credits

12. The Wyoming State Bar for 1.5 CLE credits

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