"LLC Interests As Collateral," Monthly Meeting, The Association of Commercial Finance Attorneys, Inc.
This program will focus on issues of vital importance in loans secured (or thought to be secured) by interests in limited liability companies, particularly Delaware limited liability companies. Topics to be covered include:
-- the ambiguity of phrases like "membership interest"
-- the distinctions among economic rights, control rights, and member status
-- the inapplicability of UCC-9-406 and 408's anti-assignment override to Delaware LLCs
-- the choice of law analysis applicable to purported creation of security interests in interests in Delaware LLCs
-- unintended consequences of foreclosure, including separation of economic rights and control rights, and dissolution for lack of members
-- drafting tips to avoid these and other problems
-- discussion of selected judicial decisions and strategies
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