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National Speaker Series

JUNE 7, 2013

State Bar of Georgia Headquarters
104 Marietta St. NW • Atlanta

CLE Hours:
6 CLE Hours

3 Important Reasons for You to Learn about the Revisions Now:

  1. You will identify and be able to correct existing problems in your transactions that you never knew existed.
  2. Many of the changes have been accomplished by amending the Official Comments without amending the text of the statute and the new comments are effective NOW!
  3. There are complex transition rules that you must understand in order to preserve the integrity of your existing transactions.

There are Dozens of Changes but Here are Some of the Most Important Ones:
The amendments clarify the critical role of the “registered organization” in the Article 9 scheme and expand it to include organizations that previously did not qualify. If you don’t understand the changes, your new financing statements might be filed in the wrong jurisdiction and existing financing statements might lose their effectiveness and leave you unperfected.

Complex new rules detail with more specificity than ever the name of the debtor that must be used on your financing statements. The changes affect registered organizations, decedents’ estates, statutory and common-law trusts, and individuals. If you don’t understand them, you might file under the wrong name and fail to achieve perfection. The new rules for individual names are particularly complex and subtle.

The amendments fix a number of subtle “traps for the unwary” that are hidden in current Article 9, which may undermine the security of some of your existing transactions without you even knowing it. For example, you may think you have four months following a change of debtor location to refile your financing statement in the new jurisdiction but in fact you are unperfected as to new collateral acquired by the debtor the day after the move and remain unperfected until you refile. Knowing that the traps exist will help you deal with the problems even before the amendments become effective.


Registration and Continental Breakfast
(All attendees must check in upon arrival. A jacket or sweater is recommended.)


An Overview of the New Amendments to Article 9: Part I

Amendments Affecting the Filing System

  • Expansion of the category of “registered organization”
  • New Rules on Sufficiency of Debtor Names on Financing Statements



An Overview of the New Amendments to Article 9: Part II

Amendments Affecting the Filing System (cont’d)

  • Changes to UCC-1 and UCC-3 forms
  • Changes related to correction statements (now called “information statements”)
  • Miscellaneous changes
  • Perfection following change of debtor’s location
  • Perfection when location of “new debtor” differs from location of “original debtor”
  • Enforcement rights of assignee of payment intangible or promissory note
  • Control of electronic chattel paper
  • Extensive guidance provided by amendments to
  • Official Comments
  • Dealing with choice-of-law issues created by the
  • Transition rules

Lunch (Included in registration fee)


Transactions Involving Real Estate, Including Application to Issues Arising from the Foreclosure Crisis

Transfers of ownership interests in promissory notes, including notes secured by a mortgage or deed of trust on real estate

  • Automatic perfection protects buyers of promissory notes
  • Loan participation agreements
  • Mortgage warehousing
    “Report of the Permanent Editorial Board on
    Selected Issues Relating to Mortgage Notes”
  • Attachment and perfection of security interest in promissory note on underlying mortgage
  • Person entitled to enforce mortgage note
  • Right of person entitled to enforce note to also
    enforce mortgage



Special Rules for Business Entities

How a business entity may inadvertently become a new debtor through merger and other means

  • Important distinctions between transferees and new debtors
  • The new-debtor trap

Article 9’s override of contractual and legal restraints on alienation

  • Differentiating partial and complete override rules
  • Restrictions on transfer of equity interests in unincorporated entities
  • Choice of law as it relates to issues of perfection regarding domestic and foreign debtors