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2025-10-03 14:00:00

2 Credits

Master equity pledge structuring, UCC Article 9 perfection methods, and foreclosure strategies for partnership and LLC interests.

2025-10-03 14:00:00

Master equity pledge structuring, UCC Article 9 perfection methods, and foreclosure strategies for partnership and LLC interests.

2025-10-03 14:00:00

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Key topics that will be covered

What will you learn

Attorneys will learn how to structure security interests in equity interests of partnerships and LLCs, including collateral characterization, perfection methods, priority rules, and foreclosure processes.

What will you gain

Attorneys will gain practical knowledge for maximizing lender protection in equity pledge agreements and understanding regulatory considerations when enforcing these agreements.

Collateral Characterization
Understand how equity interests are classified under UCC Articles 8 and 9.
Article 8 Opt-In
Learn proper execution of opt-ins and how to prevent unauthorized opt-outs.
Perfection Methods
Compare filing versus control for perfecting security interests in equity collateral.
Assignment Restrictions
Analyze override provisions under Sections 9-406 and 9-408 and their limitations.
Foreclosure Options
Examine private sales, public sales, strict foreclosure, and credit bidding strategies.
Regulatory Compliance
Address bank ownership restrictions and securities law considerations during enforcement.

What will you learn

Attorneys will learn how to structure security interests in equity interests of partnerships and LLCs, including collateral characterization, perfection methods, priority rules, and foreclosure processes.

What will you gain

Attorneys will gain practical knowledge for maximizing lender protection in equity pledge agreements and understanding regulatory considerations when enforcing these agreements.

Agenda

Session 1

Maximizing Lender Protection in Equity Pledge Agreements

Break

Networking Break

Session 2

Foreclosing on Equity Interests Under UCC Article 9

clock 2:00 pm - 3:00 pm EST

Maximizing Lender Protection in Equity Pledge Agreements

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

This session examines critical strategies for structuring security interests in LLC and partnership equity, including proper Article 8 opt-in procedures and collateral characterization. Attendees will learn how to avoid common drafting mistakes, understand the benefits of perfection by control versus filing, and navigate the practical challenges of enforcing security interests in equity pledges.

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

clock 3:00 pm - 3:10 pm EST

Networking Break

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

A brief intermission allowing attendees to refresh and connect with fellow participants. Use this time to reflect on Session I concepts before diving into foreclosure procedures.

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

clock 3:10 pm - 4:10 pm EST

Foreclosing on Equity Interests Under UCC Article 9

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

This session provides comprehensive guidance on executing foreclosures on equity interests, covering private sales, public sales, strict foreclosure, and credit bidding strategies. Participants will also explore critical regulatory considerations including OCC/FDIC concerns, securities law compliance, cross-ownership prohibitions, and regulatory capital implications for banks acquiring equity through foreclosure.

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

01 03
Prev
Next

speakers

Joe Ervin

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Kevin Foley

Reminger Co
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Grant H. Lawson

The Law Firm for Truck Safety, LLP
A Partner at The Law Firm for Truck Safety. He focuses exclusively on cases involving commercial motor vehicle crashes and wrongful death. Joe also holds a valid class “A” commercial driver’s license with endorsements for double/triple trailers and tankers.

Education & Credentials

A 2013 graduate of the Gerry Spence Trial Lawyers College in Dubois, Wyoming, Joe is rated AV Preeminent™ by Martindale-Hubbell — the highest peer rating for exceptional legal ability and ethics. He is among the first nine attorneys nationwide to earn board certification in Truck Accident Law from the National Board of Trial Advocacy.

Recognition & Leadership

Joe received the Roadway Safety Award from the American Association for Justice (AAJ) for his commitment to improving highway safety.
 He currently serves as Co-Chair of the Academy of Truck Accident Attorneys (ATAA) Safety Committee, advocating for higher safety standards across the trucking industry.

Professional Involvement

Joe serves on the faculty of the AAJ Advanced Trial Advocacy College: Litigating Truck Collision Cases (2015 & 2024).
 He is an active member of AAJ’s Trucking Litigation Group and sits on the Board of Regents for the Academy of Truck Accident Attorneys.

Experience

Joe frequently consults and co-counsels on complex commercial truck cases. His proven track record includes numerous successful trials against motor carriers and truck leasing companies — delivering justice for victims of commercial vehicle accidents.

Steven O. Weise

Proskauer Rose LLP

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Spencer Fane LLP

Steven O. Weise

Proskauer Rose LLP

Steve Weise is a partner practicing a wide range of commercial law, with particular focus on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions. He is a nationally recognized expert in these matters and is also authoritative on third-party opinion letters, contract law, online contracting, plain English drafting, and boilerplate.

Education & Credentials

Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Recognition & Leadership

Nationally recognized expert in Uniform Commercial Code matters, especially Article 9 – Secured Transactions.

Professional Involvement

Member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. Former chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee. Reporter for many TriBar Opinions Committee reports on opinions under the UCC. Long-time member of the board of the Working Group on Legal Opinions. Active in many other Restatement projects.

Experience

For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the American Law Institute Restatement of the Law, Consumer Contracts.

Steven O. Weise

Proskauer Rose LLP

Steve Weise is a partner practicing a wide range of commercial law, with particular focus on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions. He is a nationally recognized expert in these matters and is also authoritative on third-party opinion letters, contract law, online contracting, plain English drafting, and boilerplate.

Education & Credentials

Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Recognition & Leadership

Nationally recognized expert in Uniform Commercial Code matters, especially Article 9 – Secured Transactions.

Professional Involvement

Member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. Former chair of the American Bar Association's Section of Business Law and its Legal Opinions Committee. Reporter for many TriBar Opinions Committee reports on opinions under the UCC. Long-time member of the board of the Working Group on Legal Opinions. Active in many other Restatement projects.

Experience

For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the preparation of the American Law Institute Restatement of the Law, Consumer Contracts.

Edwin E. Smith

Morgan, Lewis & Bockius LLP

Edwin E. Smith is a partner concentrating his practice in general commercial and insolvency law. He is a Uniform Law Commissioner for the Commonwealth of Massachusetts and has extensive experience in drafting and revising provisions of the Uniform Commercial Code.

Education & Credentials

Graduate of Yale University and Harvard Law School. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School and has served as a lecturer at Northeastern University Law School, Harvard Law School, and Suffolk Law School.

Professional Involvement

Past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and past member of the Council for the Business Law Section. U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and to UNCITRAL working group on secured transactions. Member of the Permanent Editorial Board for the Uniform Commercial Code, American Law Institute, National Bankruptcy Conference (serves on executive committee), American College of Bankruptcy (former board member and chair of Policy Committee), International Insolvency Institute, and past President of the American College of Commercial Finance Lawyers.

Experience

Served as chair of drafting committees for the 2002 amendments to Articles 3 and 4, the 2010 amendments to Article 9, the 2014 amendments to the Uniform Voidable Transactions Act, and the 2022 amendments to the Uniform Commercial Code addressing emerging technologies. Member of drafting committees for the 1995 revisions of Article 5 and 1999 revisions of Article 9, as well as numerous other uniform acts including the Uniform Certificate of Title Act (2005), Uniform Assignment of Rents Act (2005), Uniform Manufactured Housing Act (2012), and others. Just completed serving as chair of the committee that drafted the Uniform Assignment for the Benefit of Creditors Act (2025).

Shelli Clarkston

Spencer Fane LLP

Shelli Clarkston is an attorney who provides financial institutions with proactive legal counsel on regulatory and compliance matters.

Education & Credentials

Law degrees from the University of Missouri – Kansas City. Undergraduate degree from the University of Nebraska – Lincoln. Master's degree from Doane University.

Experience

Before joining Spencer Fane, she was the Risk and Compliance Officer for a financial services technology platform with one of the world's largest technology companies, where she oversaw regulatory compliance requirements and handled all risk-related matters. She also was General Counsel for a community bank, where she managed all legal, regulatory, compliance, and corporate matters.

Brian M. Devling

Spencer Fane LLP

Brian Devling represents lenders in the origination and workout of middle-market commercial finance transactions, applying a resourceful and pragmatic approach to collaborative planning for risk-averse and cost-efficient outcomes.

Experience

Brian's primary focus is representing asset-based lenders in structuring, negotiating, documenting, and maintaining credit facilities. He counsels lenders throughout the life cycle of credit facilities, addressing changes in borrower's business and industry, and advising in workouts, bankruptcies, and liquidations. He has experience in financing transactions involving agribusiness, equipment dealers, subordinated debt, and acquisitions by private equity firms. He also represents lenders in commercial real estate loans and workouts, including construction and development loans, and has handled real estate foreclosures, deed-in-lieu transactions, and dispositions of owned collateral.

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Why Attend

Why this 
program matters

Understanding equity pledge agreements and UCC Article 9 foreclosure is essential for legal practitioners to effectively structure secured transactions, perfect security interests, and enforce creditor rights in commercial lending.
$12T+
Global secured lending market value in 2023, projected to reach $34.3 trillion by 2033, underscoring the massive scope of transactions governed by secured lending law. (Allied Market Research, April 2025)
50
All 50 U.S. states have adopted UCC Article 9, making it the uniform framework governing secured transactions in personal property nationwide. (Uniform Law Commission)
$116B
U.S. commercial real estate distress reached $116.4 billion by Q1 2025, a 23% increase year-over-year, driving significant foreclosure and workout activity. (MSCI Real Capital Analytics, April 2025)
11.8%
Office CMBS delinquency rate hit a record 11.8% in October 2025, surpassing the 2008 financial crisis peak and highlighting unprecedented enforcement challenges. (Trepp, November 2025)

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