24 th Advanced Course of Study/Video Webcast. April

Transcription

1 24 th Advanced Course of Study/Video Webcast San Francisco (Omni Hotel) April : live Commercial Lending and Banking Law 2007 Featuring: Current Developments in Commercial and Real Estate Lending Banking Regulation for Commercial Lawyers Thursday-Saturday, April 19-21, 2007 on site in San Francisco or via video webcast in your office video webcast available in its entirety or in five half-day segments plus written course materials audio mp3 CD-ROM and DVD PDFs of materials and access to streaming online audio and video (available for purchase and immediate download online at about four to six weeks after the course) FREE online access to the archived program for registrants or take it later U Also available as a LIVE video webcast at your desktop! See within for details.

2 Commercial Lending and Banking Law 2007 Thursday-Saturday, April 19-21, 2007 on site in San Francisco or via video webcast in its entirety or in 5 half-day segments WHY YOU SHOULD ATTEND This advanced course of study, comprising more than 15 hours of instruction, promises to bring you current on the latest developments in commercial and real estate lending law, bankruptcy, and financial services regulation. The faculty explains how these changes will impact your practice, with valuable pointers. The faculty spends the first day and a half explaining current developments in commercial lending and real estate financing and how current practice will affect the preparation of opinion letters. One session also covers three-party intercreditor and subordination agreements, with forms provided for both. The course also brings you up to date on new developments in bankruptcy law, including a discussion of the impact of the Bankruptcy Act of 2005 (BAPCPA) on commercial practice. Finally, the course includes a half-day session on new developments in banking laws and regulations and how the regulatory matrix affects commercial law practice. The course addresses all of these developments, and more. It is intended for attorneys who regularly represent banks, non-bank lenders, and other financial services institutions and companies that regularly extend credit. It also is intended for lawyers whose clients regularly borrow or otherwise find themselves in various financial marketplaces. The course assumes that registrants are familiar with basic lending techniques and documentation. It examines areas that repeatedly have presented problems to lenders and their counsel, with particular attention to hazards facing lenders in the current economic environment. The course features an outstanding faculty with a strong practical background. Faculty members have both participated in drafting the new laws and guided major banks and other lenders through some of the most significant transactions and controversies in the industry. Course materials are tied closely to the realities of practice in this ever-changing area of the law. Registrant participation in the full-panel discussions following each presentation is encouraged, and time is reserved for questions and answers. Also available as a LIVE video webcast at your desktop (in its entirety or in five half-day segments)! PLANNING CHAIR (also on faculty) Patrick A. Guida, Tillinghast Licht LLP, Providence, Rhode Island FACULTY Leianne S. Crittenden, Chief Counsel, Financing Divison, Oracle USA, Inc., Redwood City, California Steven H. Felderstein, Felderstein Fitzgerald Willoughby & Pascuzzi LLP, Sacramento Michael D. Hamilton, DLA Piper US LLP, Los Angeles Steven M. Herman, Cadwalader Wickersham & Taft LLP, New York William F. Kroener III, Sullivan & Cromwell LLP, Washington, D.C., and Los Angeles; former General Counsel, Federal Deposit Insurance Corporation Marc A. Levinson, Orrick, Herrington & Sutcliffe LLP, Sacramento Rosemarie Oda, Pillsbury Winthrop Shaw Pittman LLP, San Francisco; former General Counsel, California Department of Financial Institutions; former District Counsel, Western District, Office of the Comptroller of the Currency Sandra M. Rocks, Cleary Gottlieb Steen & Hamilton LLP, New York Laurie Schaffer, Vice President and Associate General Counsel, Charles Schwab & Co., Inc., San Francisco Marsha E. Simms, Weil, Gotshal & Manges LLP, New York Edwin E. Smith, Bingham McCutchen LLP, Boston and New York Steven O. Weise, Heller Ehrman LLP, Los Angeles Maureen A. Young, Bingham McCutchen LLP, San Francisco ALI-ABA Staff Attorney: William S. Stevens, Assistant Director, Office of Courses of Study (wstevens@ali-aba.org)

3 PROGRAM Thursday, April 19, :00 a.m. Registration and Continental Breakfast Video Webcast Segment A 9:00 a.m. Introductory Remarks and Course Overview Mr. Guida 9:15 a.m. Commercial Law Developments Messrs. Smith and Weise Recent commercial law decisions and their effect on day-to-day commercial law and lending practice, with primary focus on UCC Articles 1, 5, 7, 8, and 9 11:00 a.m. Networking Break 11:15 a.m. Control Agreements Mr. Smith Concentrating on the form of UCC Article 9 deposit account control agreement developed by a special task force of the ABA Section of Business Law 12:15 p.m. Lunch Break Video Webcast Segment B 1:45 p.m. Real Estate Financing Messrs. Hamilton and Herman The explosive growth of the collateral mortgaged-backed securities markets and related securitized lending have dramatically affected real estate finance. This panel looks at fundamental issues relating to securitized lending, and addresses commonly negotiated issues such as loan exit strategies, pre-payment and yield maintenance provisions, and operational flexibility with respect to the underlying real property. The boundaries of negotiation are outlined, with emphasis on understanding the primary legal restrictions and rating agency concerns related to securitized financing documentation. 3:30 p.m. Networking Break 3:45 p.m. Opinion Letters and Opinion Practice Ms. Rocks and Messrs. Guida, Hamilton, Smith, and Weise Opinion letters have undergone a retooling process in response to revisions to the UCC and other recent developments in the law and opinion practice. The panel discusses why and how opinion letters should be drafted to respond to the changes. 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment for the Day Friday, April 20, :00 a.m. Continental Breakfast Video Webcast Segment C 8:30 a.m. Financing and Leasing Intellectual Property Ms. Crittenden A survey of security interests in patents, trademarks, copyrights, licenses, and other forms of intellectual property under revised UCC Article 9, including recent initiatives to overhaul current practice under federal law. The session also discusses what you get (and don t get) when you obtain a security interest in IP or take an interest in a software lease, and covers current case law that affects lenders and lessors rights. 10:00 a.m. Networking Break 10:15 a.m. Security Interests in Investment Property Ms. Rocks Using securities and securities accounts as collateral, points of contention in securities account control agreements, and developments in choice of law and substantive law for domestic and international transactions 11:45 a.m. Lunch Break Video Webcast Segment D 1:15 p.m. Subordination and Intercreditor Agreements Ms. Simms The preparation and negotiation of intercreditor and subordination agreements among competing creditors 2:45 p.m. Networking Break 3:00 p.m. Insolvency, Bankruptcy, and Workouts Messrs. Felderstein and Levinson Recent developments in bankruptcy/insolvency law, including attempts to reclassify debt as equity, challenges and opportunities presented by the role of hedge funds and distressed debt funds, the first 18 months of life under BAPCPA, and possible legislative reform 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment for the Day Saturday, April 21, :00 a.m. Continental Breakfast Video Webcast Segment E 8:30 a.m. Banking for Commercial Lawyers Mr. Kroener and Mss. Oda, Schaffer, and Young An overview of the U.S. financial services regulatory system, including a summary of laws and regulations governing bank holding companies and banks and key differences between bank charters; a review of recent banking law developments, such as deposit insurance reform; recent enforcement actions and recent FDIC and interagency regulatory initiatives; discussion of federal preemption cases and issues in dual federalism; and key compliance issues, including an overview of USA PATRIOT Act/ Bank Secrecy Law requirements and information security law developments 10:15 a.m. Networking Break 10:30 a.m. Banking for Commercial Lawyers (continued) 12:00 noon Adjournment Notes: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions. Total 60-minute hours of instruction: Note: This course also is available as a LIVE video webcast at your desktop! Go to asp for detailed information about participating in ALI-ABA s live webcasts. For group webcasts, please Ruth Johnson at rjohnson@ali-aba.org for registration instructions and tuition discounts. Free ALI-ABA online Business & Corporate Law

4 From the first national provider of CLE ALI-ABA Business Organizations/Corporate Law Courses and Products It has never been easier to take advantage of the best CLE in the country! ALI-ABA s highly regarded courses and products are available to you in a variety of easy-to-use formats which fit your professional needs. Online d2d.ali-aba.org Can t attend this course? It s also available as an online video webcast; an archived on-demand video; and on DVD and MP3 CD-ROM. And, as always, our study materials are available in both printed and searchable electronic versions. Online CLE Streaming Audio/Video ALI-ABA s nationally renowned CLE courses are available at your desktop. On-demand video or audio courses are available 24/7 and qualify for participatory and self-study credit. Access to printable course materials and user discussion areas is also available. On-Demand Audio/ MP3 Downloads More than 500 recent lectures and course materials from ALI-ABA s CLE programs are available online. On demand audio streams directly to your desktop and qualifies for self-study CLE credit in a number of states. MP3 files can be downloaded to your handheld but are not currently available for CLE credit. Each format is available in a wide range of subject areas. Digital Books, Magazines, Articles & Forms Access to thousands of searchable course materials; hundreds of editable real estate, tax, and business forms; a growing library of estate planning, business, and litigation books; and all of ALI-ABA s periodicals is available online. Individual outlines, papers, chapters, or entire course books can be purchased and viewed online and/or downloaded. Annual subscriptions to all of the course books in a particular subject area are also available. Get on top and stay on top when you subscribe to ALI-ABA s Online Library of Business Organizations/Corporate Law course materials And Save up to use form on reverse A subscription provides you with side to purchase Access to all NEW Business Organizations/Corporate Law course materials online for one year. or visit our website. Access to all Business Organizations/Corporate Law course materials posted online one year prior to your subscription date. reminders when NEW course materials are posted. All for just $399.00, a savings of up to 90% if purchased separately. To order, use the order form in this brochure or go to click course materials and choose Business Organizations/Corporate Law. OTHER ALI-ABA COURSES OF STUDY/WEBCASTS San Francisco Boston Scottsdale Philadelphia Chicago Baltimore Corporate Mergers and Acquisitions March 1-2, 2007, San Francisco and video webcast, CM067/ WAM067 October 4-5, 2007, Boston and webcast, CN030/WAN030 Chapter 11 Business Reorganizations March 29-31, 2007, Scottsdale and video webcast, CM014/WAM014 Fundamentals of Bankruptcy Law April 26-28, 2007, Philadelphia, CM096 Commercial Securitization for Real Estate Lawyers May 3-4, 2007, Chicago and video webcast, CM100/WAM100 Partnerships, LLCs, and LLPs May 31 June 2, 2007, Baltimore and webcast, CM074/WAM074 The New Uniform Commercial Code June 7-8, 2007, Boston and webcast, CM088/WAM088 Postgraduate Course in Federal Securities Law June 28-29, 2007, Boston and webcast, CM101/WAM101 New Online Tool ALI-ABA s Direct-to-Office Online Library! Enhance your firm s professional development efforts and increase productivity with an electronic library of ALI-ABA resources. With ALI-ABA s Direct-to-Office, your attorneys can easily access, preserve, and share knowledge at a preferential price. For more information, direct-to-office@ali-aba.org.

5 Strategies for Secured Creditors in Workouts and Foreclosures By Patrick E. Mears, William T. Burgess, Daniel F. Gosch, Michael C. Hammer, Edgar C. Howbert, and James A. Plemmons [This book is recommended] for its comprehensive treatment of workouts and foreclosure strategies and its accompanying forms. Wisconsin Lawyer Why you need this book: To learn the early warning signs of financial distress among debtors To know what steps your clients should take immediately when they spot the warning signs To understand internal lender reviews and their importance to the process To get a comprehensive checklist of issues to address when reviewing the file and meeting with the borrower To learn how to document the key elements of the workout To know how to draft the required documents for either a foreclosure or a workout Plus 14 forms to help you prepare workouts and foreclosures. An added time saver: All of the forms in this book are included on the accompanying CD-ROM and can be edited and saved for immediate use in your practice! For more information on this book, go to hardbound 304 pp. future supplements invoiced separately and may be returned without obligation Order Code BK25 $ incl. shipping/handling; Special price for course registrants: $87.50 incl. s/h! To order, use the order form in this brochure or go to Here s what registrants said about the most recent presentation of this course: The panelists were fabulous. Their presentations were made in a way that the information is useful for all levels of practice. Often examples and illustrations address highly sophisticated transactions that have no applicability to my practice so that while interesting, they are not really useful. That did not occur at this seminar and I am leaving with very useful information. The panelists were passionate about their subjects; very well done. The faculty were wonderful. I really enjoyed hearing the perspective of people who d been very involved in the drafting of revised Article 9 of the UCC. This was the first time I attended this ALI-ABA course, and I found it to be extremely good overall, and will recommend it to others. REGISTRATION 800-CLE-NEWS Tuition entitles registrants to admission/access to all sessions, study materials, and the online archived program. Continental breakfasts and daily refreshment breaks are provided at the live presentation. Door registrations are accepted if space is available, but please call in advance to confirm availability. Recent Law School Graduates (past 2 years)/ Retired Senior Lawyers (65 and over) are eligible for a 50% tuition discount and should include a note explaining their eligibility with their registration. Discounts may not be combined. SATISFACTION GUARANTEED! ALI-ABA strives to provide courses and products of the highest quality. If you are not completely satisfied with any ALI-ABA course or product, we will refund your money in full. PERSONS WITH DISABILITIES who need special accommodations to attend should ALI-ABA at info@ali-aba.org at least two weeks in advance. TUITION ASSISTANCE is based on need. To apply, please request an application or go to Applications from minority lawyers, public interest lawyers, government lawyers, recently admitted solo practitioners, and other lawyers with financial hardships are encouraged and must be received with a $25 nonrefundable processing fee (waived for full-time J.D. candidates) no later than three weeks before the course begins. MANDATORY CLE AND CPE CREDIT Virtually all ALI-ABA Courses of Study qualify for credit in all mandatory continuing legal education (MCLE) jurisdictions (including Arizona and California) for varying numbers of credit hours. To obtain specific information on CLE, CPE, or other professional accreditation of this course, please Jan McCarver, MCLE Coordinator, at jmccarver@ali-aba.org, or go to mcle_infopage.asp. DISCOUNTED AIRFARES For ALI-ABA discounted airfares, please call UNITED at (800) , re: File #565oa. Restrictions may apply. IF YOU REGISTER BUT CANNOT ATTEND IN PERSON: 1) Consider transferring to a webcast registration and/or taking the online video or audio made available to all registrants 4-6 weeks after most ALI-ABA courses. Most states allow you to earn participatory or self-study CLE credit through these internet formats. You will also be sent the study materials upon request. 2) Or apply your tuition to one of the following: a. DVD or mp3 CD-ROM; or b. another ALI-ABA course or product. 3) Or receive a refund less a $50 cancellation fee, provided that a request is received no later than April 16. Cancellations received by noon April 18 will be honored and tuitions refunded, less a $100 cancellation fee. Please mail, fax ( ), or (registrar@ali-aba.org) your request. Registrants who do not provide notice and do not attend will receive the study materials. HOTEL ACCOMMODATIONS A limited block of rooms has been reserved at the Omni San Francisco Hotel. Room rate: $215 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until March 28, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the ALI-ABA Course of Study to qualify for rooms in the block. Room reservations may be made by calling or writing to the Omni San Francisco Hotel, 500 California Street (at Montgomery), San Francisco, CA 94104; (415) ; FAX (415) Confirmations will be sent by the hotel. Please read the cancellation policy carefully. FOR ADDITIONAL INFORMATION write to Alexander Hart, Director, Courses of Study, ALI-ABA, 4025 Chestnut Street, Philadelphia, PA ; call (215) or (toll free, U.S. and Canada only) (800) CLE-NEWS ( ), extension 1630; or go to for full details and updates and/or to register online. register

6 To register or order please mail this form together with payment to ALI-ABA: REGISTRAR, ALI-ABA, 4025 Chestnut Street, Philadelphia, PA Please attach names and addresses of additional registrants. Commercial Lending and Banking Law 2007 April 19-21, 2007, in San Francisco FAX your completed coupon to ALI-ABA: (215) 243- Phone your registration or order: CLE NEWS (Please do NOT duplicate previously FAXed Register or order on the web at registrations or orders via mail or phone.) Please enter registration(s) for the ALI-ABA Course of Study, Commercial Lending and Banking Law Tuition: $1,195. CM084 I cannot attend this course. Please: Register me for the live video webcast ( address required). Tuition: $1,195. WAM084 } Register me for a segment of the live video webcast ( address required): Tuition: $299. video webcast segment A Tuition: $299 WAM084A video webcast segment D Tuition: $299 WAM084D video webcast segment B Tuition: $299 WAM084B video webcast segment E Tuition: $299 WAM084E video webcast segment C Tuition: $299 WAM084C Send an audio mp3 CD-ROM of the program, including the course materials, for $599. AM084CD DVDs of this program will be available. Please check our website for more information. This Course Also Available as a LIVE VIDEO WEBCAST Send the course materials only for $149, available in early May. SM084 Register me for the ALI-ABA Online Library of Business Organizations/Corporate Law course materials for $399 ( address required). Strategies for Secured Creditors in Workouts and Foreclosures, $ incl. shipping/handling. BK25 BK25CA We will automatically send and invoice you for future supplements to this book unless you check this circle. $87.50 incl. shipping/handling for course registrants! 15% Discount for ALI-ABA In-House Members (For more information about ALI-ABA In-House, visit My office is a member of ALI-ABA In-House. Payment is in the amount of the stated tuition or price, minus 15%. $ Total Check enclosed (payable to ALI-ABA) Please charge to my credit card : AMEX DISCOVER MasterCard VISA PA residents only, add 7% sales tax to total amount (excluding course registrations). OR download PDFs of materials and/or stream audio and video online about six weeks after the course! Free with registration. Card no.: Card expiration date: / NAME (PLEASE PRINT) FIRM STREET ADDRESS SUITE/FLOOR NUMBER CITY STATE ZIP+4 PHONE (INCLUDE AREA CODE) SIGNATURE ADDRESS (REQUIRED FOR WEBCASTS AND ONLINE SUBSCRIPTIONS) ADDRESS CHANGE? Go to American Law Institute-American Bar Association Continuing Professional Education 4025 Chestnut Street, Philadelphia, PA KEY CODE (SEE MAILING LABEL FOR CODE) NONPROFIT ORG U.S. Postage PAID ALI-ABA CM084