Course | Columbia Law School

This course examines the basic rules, concepts and techniques governing the attachment, perfection, priority and enforcement of commercial financing structured as a secured transaction in personal property under Article 9 of the Uniform Commercial Code. Secured transactions include sales of goods and services on credit where payment is collateralized by goods, loans secured by tangible and intangible personal property, and sales of rights to payment of money ("receivables"). Analysis is made of the crucial distinction between a "true sale" and loan, a topic of special importance in the method of capital financing known as "structured finance" or "securitization." The primary focus of the course is on the revised version of Article 9 which became effective in all states in 2001 (a complex statute that builds upon the original Article 9 drafted in the 1950s by making significant changes in scope, procedure and substance in order to reflect modern financing techniques, new sources of financing such as software, and technological developments such as those in electronics and electronic contracting).

Attention is given to the intersection of secured transactions law with bankruptcy under the Federal Bankruptcy Code, with emphasis on the avoidance powers of the trustee-in-bankruptcy under the "strong-arm" preference and fraudulent transfer rules. In addition, the intersection with suretyship law (guarantees and other forms of credit enhancement and support critical to the granting of credit) is examined closely.

The basic course materials are statutory and special emphasis is placed upon the distinctive analytical techniques needed for the proper interpretation and application of statutory rules. Decisional law under revised Article 9 is emerging and significant developments will be discussed as they occur during the semester.