Advanced Topics in Commercial Law Seminar

This seminar will primarily build on topics addressed in the course on secured transactions, focusing on matters of current societal importance. Coverage, which will be determined in part by the interest of students in the seminar, will be drawn from current issues including the following: 1. The UCC and the mortgage crisis. Rules in the Uniform Commercial Code, particularly UCC Articles 3 and 9, were poorly understood by important players in mortgage markets and played a significant role in controversies surrounding those markets and in disputes involving mortgage foreclosure. Some steps have been taken, and others are in progress, to lessen the likelihood of such problems arising in the future. 2. International secured transactions. When a potential secured transaction crosses national borders, matters get complicated. Differences between the laws of relevant nations must be identified and considered, and conflict of laws rules take on great importance. Consideration of this topic requires both contrasting U.S. secured transactions law with that of other nations and addressing conflict of laws rules applied both by U.S. courts and those abroad. Finally, attempts to harmonize and modernize the area through the promulgation of conventions, model laws, and the like must be considered. 3. Financial collateral under UCC Article 9. When the collateral that secures an obligation is, itself, a financial right against others, the rules in Article 9 can be quite complex. Financial collateral may include securities (both equity and debt), accounts, chattel paper, payment intangibles, and promissory notes, each of which is the subject of special attention in Article 9. 4. The common law of suretyship and guaranty. The law of guaranties and other suretyship obligations is probably the most important area of commercial law not codified in the UCC. While a substantial portion of extensions of credit are backed up by guaranties and similar devices, the law governing those devices is poorly understood by most attorneys.

Grading and Method of Evaluation:
Letter grade only. A paper is required which may be used to satisfy the upper class writing requirement.