231: Secured Transactions
This course examines the law of consensual liens on personal property under Article 9 of the Uniform Commercial Code. (I know—it sounds boring, but it’s actually pretty cool.) The course deals with the use of personal property, tangible and intangible, as collateral to secure payment or performance obligations (ugh! Who talks like this?). Course materials cover creation of the security interest, validity of the security interest as against the claims of third parties, priorities of claims between competing secured parties and other lien holders and rights upon foreclosure. For example, if a person is going to use a finance company to borrow money to buy a car, this course will explain the legal significance of giving the finance company a “security interest” in the car, the right of the finance company to seize the car if the person fails to make car payments on time and the finance company’s entitlement, if it takes the right steps, to beat everyone else’s claim on the car (including the claim of a bankruptcy trustee) if the person ends up in a personal bankruptcy. Emphasis is on problem solving. Having spent my career as a partner-level transactional lawyer (corporate matters, secured debt work, securitization, bankruptcy) at two large firms (Mayer Brown and Kirkland & Ellis) as well as several years as general counsel at a NASDAQ-listed company, I want students to get a deep sense of the practical considerations that should inform their work with the UCC. Article 9 is also tested for the bar exam, so this course will have some immediate pay-offs for law students, irrespective of their intended career path. I will use social media to facilitate class discussions. Most of the class time will be spent working through hypotheticals contained in the text book. Grades will be determined on this basis: 60% final exam (a take home exam on which you can work individually or in small teams), 20% class discussion and 20% an objective, in-class mid-term.