EQUIPMENT LEASING UNDER REVISED UCC ARTICLE 2A

February 23, 2005, 11:00 a.m. to 12:00 p.m. M.T. (60 minutes)

When is a lease not a truly a "lease," but a secured financing?  The answer to this question has important consequences for the commercial law, tax and accounting treatment accorded to a transaction.  Bankruptcy and other advantages afforded to lessors in "true leases" have led to many recent challenges to the characterization of transactions documented as "leases." Accordingly, it is important for practitioners to master the cases and principles that define a true lease, as well as the implications of recharacterizing a lease as a financing. Recent case law developments and the proposed changes to UCC 2A also may have a major impact on commercial equipment leasing and finance practice. Led by three nationally recognized practitioners in the field, this program will review recent proposed changes to the UCC pertinent to leasing, and provide practical tips about the impact of these changes in the law on structuring, negotiating and drafting equipment leases. 

In this program, you will learn more about:

- True leases, the consequences of recharacterizing a lease as a financing, and other fundamental UCC concepts about equipment leasing
- Case law update for equipment leasing
- Review of proposed changes to UCC Article 2A and their effect on leasing practices
- Practical tips on structuring, negotiating and drafting equipment leases, taking into account the cases and proposed changes to the law

Speakers:

Edwin E. Huddleson, III is a member of the California, District of Columbia, and Maryland bars, and has a national practice from Washington, D.C.  With extensive experience in counseling equipment leasing companies, he is Co-Chair of the ABA Subcommittee on Equipment Leasing. He represented the major national equipment leasing associations during both the initial drafting and the most recent revisions to UCC 2A-Leases. Writing and lecturing extensively on equipment leasing and UCC 2A topics, including a treatise on Equipment Leasing (UCC 2A) in the UCC Transaction Guide, Mr. Huddleson has drafted leases and structured leasing programs for large, medium and small equipment leasing companies, litigated bankruptcy cases for equipment leasing and finance companies, and worked extensively with TRAC vehicle leases for commercial vehicle fleet lessors. Before entering private practice, he served seven years in the United States Department of Justice litigating cases before the U.S. Supreme Court and the federal courts of appeals.  Earlier he served as law clerk to Judge Charles M. Merrill of the United States Court of Appeals for the Ninth Circuit.  Mr. Huddleson received his B.S. from Stanford University and his J.D. from the University of Chicago Law School.

Barry A. Graynor is Special Counsel in the San Francisco office of Cooley Godward, LLP, where his practice focuses on secured lending and equipment leasing transactions, with an emphasis in the financing of shipping containers, airplane engines and other transportation equipment.   He has handled a wide variety of transactions, including secured loans, operating and capital leases, and lease⁄management programs.  Mr. Graynor is Co-Chair of the ABA Subcommittee on Equipment Leasing and the author of "Equipment Leasing: An Introduction" published in the California Business Law Practitioner, Winter 2004, and the chapter on remedies in Drafting Business Contracts: Techniques & Forms (Continuing Education of the Bar).  He has served as Adjunct Professor of Law at the Golden Gate University School of Law, where he taught corporate finance.  Mr. Graynor received his B.A. summa cum laude from the University of California, Los Angeles, and his J.D. cum laude from Harvard Law School.

Edward K. Gross is a principal in the Commercial Finance Department of Ober Kaler Grimes & Shriver, LLP.  His practice focuses on equipment finance and other asset-based financing, including documenting, structuring, negotiating, syndicating, and enforcing equipment finance transactions, especially, business aircraft and other transportation equipment.  He has provided general and transactional advice, and prepared lease, loan and syndication forms for, some of the largest equipment finance companies in the industry.  Mr. Gross served on the Board of Directors of the Equipment Leasing Association and is a member of the ABA Subcommittee on Equipment Leasing. He has written extensively on leasing and commercial finance topics, including chapters to several legal treatises, and is on the board of editors of, and a regular contributor to, various equipment finance periodicals, including the Journal of Equipment Lease Financing. He has recently served as a speaker regarding aircraft finance and other leasing issues at a number of legal and other professional conferences.  Mr. Gross received his B.A. from the University of Maryland and his J.D. from the University of Baltimore.