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Drafting Equity Pledge Agreements in Partnerships and LLCs: Strategies to Maximize Lender Protection

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

2025-10-03 14:00:00

Program Details

2025-10-03 14:00:00

Program Details

2025-10-03 14:00:00

Over 1,000+ webinars

2025-10-03 14:00:00

Course Overview

Maximizing Lender Protection in Equity Pledge Foreclosures

2025-10-03 14:00:00

Participants will learn to structure, perfect, and enforce security interests in LLC and partnership equity under UCC Article 9. These skills enable lenders to navigate complex foreclosure scenarios while minimizing liability exposure.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Collateral Characterization
Understand how equity interests are classified under UCC Articles 8 and 9.
02
Article 8 Opt-In
Learn proper execution of opt-ins and how to prevent unauthorized opt-outs.
03
Perfection Methods
Compare filing versus control for perfecting security interests in equity collateral.
04
Assignment Restrictions
Analyze override provisions under Sections 9-406 and 9-408 and their limitations.
05
Foreclosure Options
Examine private sales, public sales, strict foreclosure, and credit bidding strategies.
06
Regulatory Compliance
Address bank ownership restrictions and securities law considerations during enforcement.

Program schedule

clock 2:00 pm - 3:00 pm EST

Maximizing Lender Protection in Equity Pledge Agreements

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.Steven O. Weise.
Edwin E. SmithEdwin E. Smith
Shelli ClarkstonShelli Clarkston
Brian M. DevlingBrian M. Devling
clock 3:00 pm - 3:10 pm EST

Networking Break

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.Steven O. Weise.
Edwin E. SmithEdwin E. Smith
Shelli ClarkstonShelli Clarkston
Brian M. DevlingBrian M. Devling
clock 3:10 pm - 4:10 pm EST

Foreclosing on Equity Interests Under UCC Article 9

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.Steven O. Weise.
Edwin E. SmithEdwin E. Smith
Shelli ClarkstonShelli Clarkston
Brian M. DevlingBrian M. Devling
Steven O. Weise.

Steven O. Weise.

Proskauer Rose LLP

Edwin E. Smith

Edwin E. Smith

Morgan Lewis & Bockius LLP

Shelli Clarkston

Shelli Clarkston

Spencer Fane LLP

Brian M. Devling

Brian M. Devling

Spencer Fane LLP

Steven O. Weise.

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

Edwin E. Smith

Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon's 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.
Shelli Clarkston

Shelli Clarkston

Spencer Fane LLP

Shelli J. Clarkston is Of Counsel at Spencer Fane LLP in the firm’s Kansas City office, where she focuses her practice on regulatory compliance, corporate governance, and strategic transactions for clients in the financial services, FinTech, and technology sectors. Her work combines deep knowledge of the evolving regulatory environment with practical experience advising banks, credit unions, lenders, and technology companies on structuring compliant, forward-looking business operations. In the financial institutions and FinTech space, she counsels clients on licensing, lending, payments, and consumer protection laws, including the Bank Holding Company Act, the Gramm-Leach-Bliley Act, the Truth in Lending Act, the Equal Credit Opportunity Act, and state-specific lending frameworks. She regularly assists fintech companies with bank partnerships, compliance management systems, and vendor management obligations to align with FDIC, OCC, NCUA, CFPB, and state regulator expectations. Her multidisciplinary approach allows her to serve as a strategic advisor to clients addressing complex regulatory, transactional, and technology-driven issues, helping them innovate and grow while minimizing legal and compliance risk.

Education & Credentials

Shelli earned both her LLM and her J.D. from the University of Missouri – Kansas City School of Law in 2012. She received her M.A. from Doane University in 2009 and her B.S. from the University of Nebraska – Lincoln in 2005. She is admitted to practice in Kansas and Missouri, and before the U.S. District Court for the District of Kansas.

Recognition & Leadership

Shelli was recognized by Missouri Lawyers Media with a Women's Justice Award in Innovation & Technology in 2026. She and Sherry Dreisewerd were named 2026 Women's Justice Award honorees.

Professional Involvement

Shelli is an active author and presenter on banking, fraud, privacy, and technology topics. Her presentations include "AI-Powered M&A: Transforming Dealmaking in Banking and Fintech" (Spencer Fane Webinar, January 2026); "Regulatory Turbulence in Washington, D.C.: Recapping a Year of Disruption and How to Best Position your Organization for 2026" (Spencer Fane Webinar, December 2025); "Drafting Equity Pledge Agreements in Partnerships and LLCs: Strategies to Maximize Lender Protection" (myLawCLE Webinar, October 2025); "Cyberattacks and Incident Response – Preparation and Response" (Cornerstone League, December 2024); "Acronym Soup: CCPA 2023 Year in Review" (West LegalEdcenter Webinar, December 2024); "The High Importance of High Valuation" (American Bankers Association Conference for Community Bankers, February 2024); and "Combating Electronic Fraud" (Missouri Independent Banker Association 46th Annual Convention & Expo, September 2023). Her publications include "Facing Wire Transfer Fraud Losses? Steps to Ensure Your Bank Has Coverage" (Show-Me Banker Magazine, January 2025); "A Growing Fraud Scheme Your Financial Institution Should be Aware of, and How to Protect Against Losses" (In Touch Magazine, November 2024); "Whoa: My Business is a 'Financial Institution?'" (Ingram's Magazine, October 2023); "Legal Eagle Spotlight: AI In Lending Decisioning and Unintended Discrimination" (Show-Me Banker Magazine, October 2023); "General Counsel Strategies for Community Banks" (Independent Banker Magazine, May 2023); and "Banks concerned about employees' use of WhatsApp have options" (American Banker, September 2022). She was also quoted in "CFPB Unlikely to Transfer Enforcement Actions to DOJ" (Inside Mortgage Finance, January 2026).

Experience

Shelli's corporate practice includes entity formation, governance, and shareholder arrangements, as well as advising on mergers, acquisitions, and strategic investments, which she manages from due diligence through negotiation and closing, addressing issues such as data security, technology licensing, and regulatory approval processes. She advises clients on privacy and cybersecurity compliance, including GLBA, GDPR, and CCPA requirements as well as NIST and CISA cybersecurity frameworks, and her work includes drafting and negotiating data processing agreements, incident response plans, and information security provisions in vendor contracts. She frequently assists clients with cross-border data transfer issues, AI decisioning compliance, and cloud services contracting. In the technology sector, she drafts and negotiates agreements involving software licensing, open-source components, SaaS platforms, and emerging technologies, ensuring clients remain compliant with both commercial and regulatory requirements.
Brian M. Devling

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.
Steven O. Weise.

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

Edwin E. Smith

Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon's 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.
Shelli Clarkston

Shelli Clarkston

Spencer Fane LLP

Shelli J. Clarkston is Of Counsel at Spencer Fane LLP in the firm’s Kansas City office, where she focuses her practice on regulatory compliance, corporate governance, and strategic transactions for clients in the financial services, FinTech, and technology sectors. Her work combines deep knowledge of the evolving regulatory environment with practical experience advising banks, credit unions, lenders, and technology companies on structuring compliant, forward-looking business operations. In the financial institutions and FinTech space, she counsels clients on licensing, lending, payments, and consumer protection laws, including the Bank Holding Company Act, the Gramm-Leach-Bliley Act, the Truth in Lending Act, the Equal Credit Opportunity Act, and state-specific lending frameworks. She regularly assists fintech companies with bank partnerships, compliance management systems, and vendor management obligations to align with FDIC, OCC, NCUA, CFPB, and state regulator expectations. Her multidisciplinary approach allows her to serve as a strategic advisor to clients addressing complex regulatory, transactional, and technology-driven issues, helping them innovate and grow while minimizing legal and compliance risk.

Education & Credentials

Shelli earned both her LLM and her J.D. from the University of Missouri – Kansas City School of Law in 2012. She received her M.A. from Doane University in 2009 and her B.S. from the University of Nebraska – Lincoln in 2005. She is admitted to practice in Kansas and Missouri, and before the U.S. District Court for the District of Kansas.

Recognition & Leadership

Shelli was recognized by Missouri Lawyers Media with a Women's Justice Award in Innovation & Technology in 2026. She and Sherry Dreisewerd were named 2026 Women's Justice Award honorees.

Professional Involvement

Shelli is an active author and presenter on banking, fraud, privacy, and technology topics. Her presentations include "AI-Powered M&A: Transforming Dealmaking in Banking and Fintech" (Spencer Fane Webinar, January 2026); "Regulatory Turbulence in Washington, D.C.: Recapping a Year of Disruption and How to Best Position your Organization for 2026" (Spencer Fane Webinar, December 2025); "Drafting Equity Pledge Agreements in Partnerships and LLCs: Strategies to Maximize Lender Protection" (myLawCLE Webinar, October 2025); "Cyberattacks and Incident Response – Preparation and Response" (Cornerstone League, December 2024); "Acronym Soup: CCPA 2023 Year in Review" (West LegalEdcenter Webinar, December 2024); "The High Importance of High Valuation" (American Bankers Association Conference for Community Bankers, February 2024); and "Combating Electronic Fraud" (Missouri Independent Banker Association 46th Annual Convention & Expo, September 2023). Her publications include "Facing Wire Transfer Fraud Losses? Steps to Ensure Your Bank Has Coverage" (Show-Me Banker Magazine, January 2025); "A Growing Fraud Scheme Your Financial Institution Should be Aware of, and How to Protect Against Losses" (In Touch Magazine, November 2024); "Whoa: My Business is a 'Financial Institution?'" (Ingram's Magazine, October 2023); "Legal Eagle Spotlight: AI In Lending Decisioning and Unintended Discrimination" (Show-Me Banker Magazine, October 2023); "General Counsel Strategies for Community Banks" (Independent Banker Magazine, May 2023); and "Banks concerned about employees' use of WhatsApp have options" (American Banker, September 2022). She was also quoted in "CFPB Unlikely to Transfer Enforcement Actions to DOJ" (Inside Mortgage Finance, January 2026).

Experience

Shelli's corporate practice includes entity formation, governance, and shareholder arrangements, as well as advising on mergers, acquisitions, and strategic investments, which she manages from due diligence through negotiation and closing, addressing issues such as data security, technology licensing, and regulatory approval processes. She advises clients on privacy and cybersecurity compliance, including GLBA, GDPR, and CCPA requirements as well as NIST and CISA cybersecurity frameworks, and her work includes drafting and negotiating data processing agreements, incident response plans, and information security provisions in vendor contracts. She frequently assists clients with cross-border data transfer issues, AI decisioning compliance, and cloud services contracting. In the technology sector, she drafts and negotiates agreements involving software licensing, open-source components, SaaS platforms, and emerging technologies, ensuring clients remain compliant with both commercial and regulatory requirements.
Brian M. Devling

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.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
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DE2.0
FL2.5
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.4
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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MCLE Credits

Alabama
Pending
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Pending
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No Required
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Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs