PLI PLUS 2.0 is now available – click here to test drive the new platform.
Skip to main content

Secured Transactions 2020: What Lawyers Need to Know About UCC Article 9

Speaker(s): Darrell W. Pierce, Edwin E. Smith, Janet M. Nadile, Kenneth Chin, Lynn A. Soukup, Penelope L. Christophorou, Stephen D. Zide, Tarik J. Haskins
Recorded on: Jan. 16, 2020
PLI Program #: 278919

Edwin E. Smith is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP. He concentrates his practice in general commercial and insolvency law. He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance. He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School. 

As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committees that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code, the 2010 amendments to Article 9 (secured transactions) of the Uniform Commercial Code, the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and the 2018 Amendments to Articles 1, 3, 8 and 9 of the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry. He has also served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012), the Uniform Limited Liability Company Protected Series Act (2017), the Uniform Regulation of Virtual-Currency Businesses Act (2017), and the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018). 

He is currently serving as a member of the Permanent Editorial Board for the Uniform Commercial Code and as chair of an American Law Institute/Uniform Law Commission study committee examining whether the Uniform Commercial Code should be amended for emerging technologies. Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section. He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries. 

He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he served as a member on the board of directors and as chair of the Policy Committee) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers. He is a graduate of Yale University and Harvard Law School.


Darrell Pierce is a member of Dykema’s Corporate Finance group.  He focuses his practice in the areas of commercial and corporate finance law, handling debt finance transactions, restructurings and workouts.  He is a member of the group’s opinion committee, a co-leader of the firm's Lending Team, and supervises the firm’s UCC Filing Team.  He served as a member of the Article 9 Study Committee, as Chair of the Article 9 Filing Project and as a consultant to the International Association of Commercial Administrators in connection with the development of their Model Administrative Rules for Article 9 filing offices.  He serves as Co-Chair of the ABA’s Filing Office Operations and Search Logic Task Force and as Chair of the Uniform Commercial Code Committee for the Business Law Section of the State Bar of Michigan.  Darrell is a member of the American Law Institute and the American College of Commercial Finance Lawyers. 

Janet M. Nadile is Special Counsel at Milbank LLP.  Her practice focuses on a broad array of commercial law with an emphasis on issues regarding Articles 8 and 9 of the Uniform Commercial Code.  She advises lenders and borrowers on all aspects of drafting and negotiating collateral security documents in a wide variety of secured transactions, including credit facilities, asset-based lending, secured bond transactions, project finance, and funds finance.  She also advises on all matters involving collateral subject to the UCC and other statutes, frequently for the technology, media, telecommunications, automotive, healthcare and natural resources industries.  She created and conducts the firm-wide CLE seminars on various aspects of secured lending.  Prior to joining Milbank, Janet was Counsel with Simpson Thacher, was elected Senior Attorney with Cravath, Swaine & Moore, LLP; served as Vice President and Assistant General Counsel with Chemical Bank, restructuring commercial and real estate loans and representing the bank’s interests in bankruptcy court; and was associated with other law firms in New York providing restructuring and financing advice for companies seeking multi-million dollar syndicated bank financings, securitizations and project finance, and representing clients in reorganizations, and debtor-creditor matters. 

Janet served as Chair of the Commercial Law and Uniform State Laws Committee of The New York City Bar, which authored New York’s Omnibus Uniform Commercial Code Modernization Act, a version of which was signed into law on December 17, 2014.  She also served as a delegate representing the New York City Bar to the United Nations Commission on International Trade Law (UNCITRAL) working group for the creation of model legislation on security interests.  She is the past Vice-Chair of the Secured Transactions Subcommittee of the Uniform Commercial Code Committee of the Business Law Section of the ABA, and a member of the Joint Task Force for Deposit Account Control Agreements, and the Joint Task Force on Security Interests in LLC and Other Unincorporated Entity Interests, as well as the President-elect of the Association of Commercial Finance Attorney, and a Fellow of the American College of Commercial Finance Lawyers.  Janet is a frequent speaker on secured transactions, including programs with the New York State Bar Business Law Section, the New York City Bar, the American Bar Association, Business Law Section and the Institute for the Young Business Lawyer, American Law Institute, and Practicing Law Institute. 

Janet is from Baraboo, Wisconsin.  She received a B.A. with honors from the University of Wisconsin in Madison and a J.D. from the University of Notre Dame Law School. 

Lynn A. Soukup is a partner in the Finance Group at Pillsbury Winthrop Shaw Pittman LLP.  Her practice focuses on complex financing transactions, including secured lending, sports finance and default and insolvency-related matters.

Lynn chaired the ABA Business Law Section’s Commercial Finance Committee from 2007-2010 and was a member of the Drafting Committee that prepared the Section’s comment letter to FASB on legal isolation issues, the Section’s Working Group on SEC Asset Backed Securities Proposal and the Section’s Task Force on Deposit Account Control Agreements.  Lynn also served as chair of the Section’s Investment Securities Subcommittee (dealing with issues that affect financing transactions, including investment securities as collateral and mezzanine financing of real estate) and on the ALI-ABA Commercial Law Advisory Panel.

Lynn has served as the President and on the Executive Committee of the American College of Commercial Finance Lawyers and is an ex officio member of the Board of Regents of the College.  Lynn is an emeritus member of The TriBar Opinion Committee and an elected member of the American Law Institute.

Additional information about Lynn’s speaking and writing can be found at

Penelope L. Christophorou is counsel at Cleary Gottlieb Steen & Hamilton LLP, based in its New York office.  Ms. Christophorou’s practice focuses on commercial financing, including secured transactions and bankruptcy law, derivative products and structured finance.  She represents leading financial institutions, corporate borrowers, private investment funds and sovereign clients on these matters.

Ms. Christophorou is a frequent speaker at leading conferences on matters involving commercial finance.

Ms. Christophorou has been elected to the American Law Institute, a leading independent organization in the United States producing scholarly work to clarify, modernize, and otherwise improve the law.

Ms. Christophorou is Chair-Elect of the American Bar Association Business Law Section.  From 2009 to 2012, Ms. Christophorou was the chairperson of the Uniform Commercial Code Committee of the ABA’s Business Law Section.  She previously was chairperson of its Investment Securities Subcommittee.

From 2018 to 2019 Ms. Christophorou was President of the American College of Commercial Finance Lawyers, a professional association of lawyers, jurists and academics in commercial finance law.

Ms. Christophorou served as chairperson from 2000 to 2003 of the Uniform State Laws Committee of The Association of the Bar of the City of New York. 

Ms. Christophorou is Vice Chair of the Board of Directors of Citizens Union, a non-profit organization that works to enhance good governance in New York City and New York State.

Ms. Christophorou previously served as a director on the Board of Directors of the Brooklyn Bridge Park Conservancy from 2007 to 2017.

Ms. Christophorou received a J.D. degree, magna cum laude, from Harvard Law School and an undergraduate degree, magna cum laude, from the Georgetown University School of Foreign Service. From 1994 through 1995, Ms. Christophorou served as law clerk to the Honorable Joanna Seybert in the U.S. District Court, Eastern District of New York.

Ms. Christophorou is a member of the Bar in New York.

Stephen D. Zide represents a diverse range of clients in Chapter 11 bankruptcy cases and out-of-court restructuring matters. Stephen has been involved in many high-profile restructurings and has experience across a number of industries. His clients include both official and ad hoc creditor and equity committees, debtors, bondholders, investors and secured lenders.

On the creditor side, Stephen advises his clients on matters involving distressed and bankrupt companies with complex corporate and capital structures. Stephen provides incisive credit and indenture analysis and has extensive experience investigating and litigating fraudulent conveyance, fiduciary duty, intercreditor and valuation disputes; developing, negotiating and confirming Chapter 11 plans; negotiating and litigating cash collateral orders, debtor-in-possession financing, and equity commitment agreements; and developing and implementing rights offerings.

Stephen’s creditor practice is complemented by his experience representing distressed companies. On the company side, Stephen assists debtors in navigating the complex legal, financial and operational issues that arise in Chapter 11.

Stephen was named an Outstanding Young Restructuring Lawyer (one of 12) by Turnarounds & Workouts in 2015, one of M&A Advisor’s 40 Under 40 in the Legal Advisor category for 2015, one of seven Law360 Rising Stars in 2016 in the field of bankruptcy law and a Super Lawyers Rising Star for 2014 – 2017, 2019.

Tarik’s practice covers a range of commercial transactions including mergers and acquisitions, secured financings, joint ventures, securitization and business counseling. 

Tarik also provides alternative-entity related advice in the context of transaction and alternative entity litigation.

Tarik also focuses on organizational and operational issues related to limited liability companies, limited partnerships and statutory trusts. In addition, he regularly represents sponsors and conflicts committees of master limited partnerships (MLPs).

He is involved in the preparation of third-party legal opinions in connection with a range of transactional matters, and he regularly counsels other attorneys domestically and internationally on matters relating to Delaware partnerships, limited liability companies and statutory trusts.

Tarik is a member of the Delaware State Bar Association (DSBA) Statutory Trust Committee, responsible for updating the Delaware Statutory Trust Act.

Tarik is a frequent presenter and writer on issues relating to Delaware alternative entity law and secured transactions. In 2021, he contributed the Delaware law chapter in an ABA guidebook on Global Financial Collateral. He also serves as a member of the Editorial Board of Business Law Today, the ABA Business Law Section’s monthly business law publication.

Tarik also serves on the Morris Nichols Executive Committee and Lawyer Development Committee and he chairs the firm’s Diversity Committee.


Law Clerk to the Honorable E. Norman Veasey, Chief Justice, Delaware Supreme Court, 2003-2004


University of Cincinnati College of Law, JD, 2003

University of Cincinnati Law Review, Editor-in-Chief

Clark-Atlanta University, BA, 1998


Delaware, 2003


Chambers USA: Guide to America’s Leading Lawyers, ranked in Delaware M&A and alternative entities, 2019-present

The Legal 500 US, mentioned in M&A commercial, 2019

FLR1000 United States, listed as a leading Delaware attorney, 2020-2021

Lawdragon 500 Leading Dealmakers in America, included for corporate, M&A and finance, 2021


American Bar Association (Business Law Section, Secured Lending Subcommittee of the Commercial Finance Committee (Former Chair), Business Law Today (Managing Editor), Committee on Mergers and Acquisitions, Revised Model Asset Purchase Agreement Task Force, Joint Task Force on Security Interest in LLC and Other Unincorporated Entity Interest)

American Bar Foundation (Fellow)

Delaware Council of Development Finance

Delaware State Bar Association (Statutory Trust Committee and Uniform Commercial Code Subcommittee)

Named the 2021 recipient of the Delaware State Bar Association award for Distinguished Mentoring.

Kenneth Chin counsels and represents lenders and borrowers in connection with corporate and financing transactions.

For over 30 years, Mr. Chin has provided legal and transactional advice to a diverse group of clients, including many of the world’s leading commercial banks; investment banks; debt fund affiliates of major hedge funds and private equity firms; other alternative lenders; and borrowers, in large complex transactions such as leveraged financings, leveraged buyouts, recapitalizations, acquisitions, refinancings, debtor-in-possession financings, workouts and foreclosures.  Mr. Chin’s work on behalf of these clients includes:  secured credit facilities for cash flow loans, asset-based loans and reserve-based loans; bridge loan facilities; second lien facilities; high-yield bond offerings; convertible bond offerings; securitization facilities; insurance premium finance facilities; debtor-in-possession facilities; and mezzanine facilities.

Mr. Chin is an elected member of the American Law Institute.  He is also a regent and fellow of the American College of Commercial Finance Lawyers.  Chambers USA has also recognized him in the areas of banking and finance, lauding him as a lawyer who, according to clients, is “very knowledgeable” and “very creative … in finding solutions,” and who “takes very good care of clients” (Chambers USA 2014).  He was named one of 50 Outstanding Asian Americans in Business by the Asian American Business Development Center.