Purchase Money Security Interests, Consignments and Double Debtors Under UCC Article 9
Navigating Common but Frequently Misunderstood Provisions of UCC Article 9
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Thursday, May 1, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will explore common issues under Article 9 of the Uniform Commercial Code (UCC) that come up frequently in practice but are often misunderstood. The panel will discuss purchase money security interests (PMSIs), consignments and double debtors, the contexts in which they typically arise, and how they work in practice, particularly in enforcement situations and priority disputes with other creditors.
Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group. He focuses his practice on advising clients in financing, investment, acquisition, and restructuring transactions. In the Finance sector, Mr. Schulwolf regularly represents financial institutions including banks, mezzanine funds, and other institutional investors in structuring, documenting, and closing complex senior and mezzanine financings, including mezzanine financings with equity co-investments. He regularly represents lenders in connection with acquisition financings, financing of alternative energy projects (including wind, solar, and fuel cell projects), asset-based loans, cash flow loans, and syndicated credit facilities and he also represents Shipman's corporate clients and private equity portfolio companies in their financing transactions.
Ms. Boisvert represents companies in a variety of aspects of corporate and transactional law, including commercial financing and general corporate and commercial matters. She is a member of the firm's Commercial Finance Practice Group. Ms. Boisvert focuses her practice on representing primarily middle market clients in all aspects of mezzanine financing, secured and unsecured lending, and senior and junior subordinated lending. She is adept in structuring asset-based, acquisition and real estate financing. Her clients have included banks, funds and other lenders as well as borrowers, and she provides advice on structuring and negotiating the financing transactions that best meet her clients’ goals. Ms. Boisvert is also a member of the firm’s Business and Corporate Practice Group, as well as the manufacturing and food and beverage industry teams. She provides advice on general corporate and business matters to middle market and start-up companies, including corporate governance and restructuring and also acts as outside general counsel for a variety of companies, working as their sole counsel or supplementing their in-house counsel’s roles.
When structuring secured loans, many lenders require that borrowers and any guarantors grant a security interest in all their assets. However, these so-called liens have many exclusions. PMSIs are super liens that can take priority over blanket liens when the transaction involves the purchase of goods. The rules of perfection can be tricky and full of traps for the unwary.
Consignments also present unique issues for lenders. UCC Article 9 Section 102 defines a consignment as a "transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale." Counsel for lenders dealing with consignment inventory must engage in ongoing due diligence and include covenants in loan agreements and financing statements that will protect the lender's security interest in the consigned goods. Failure to do so can have devastating consequences in the event of a consignee's bankruptcy.
Another issue that frequently arises is the "double debtor" problem, which occurs when a debtor acquires property or assets that are already subject to a security interest created by another debtor. If a lender becomes aware of a double debtor issue, it is imperative that the lender remain diligent in protecting its collateral by filing both an amended and new financing statement. These statements should include special language to ensure the lender's security interest is protected.
Listen as our authoritative panel of commercial finance attorneys addresses common problems that arise for lenders under UCC Article 9 and provides guidance for navigating these issues to protect a lender's interests in its collateral.
- Overview: common but misunderstood issues under UCC Article 9
- PMSIs
- Consignments
- Double debtors
- Special language to consider in loan documents and financing statements to protect a lender's security interest
- Practitioner pointers and key takeaways
The panel will review these and other key considerations:
- What are the perfection requirements for a PMSI?
- What requirements must a lender meet to satisfy the UCC's consignment requirements to maintain its superior interest in consigned goods?
- What is the double debtor problem and what steps can lenders take to protect and secure their interests?
- Are there special loan covenants that lenders should consider to protect their security interests from these common issues?
