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Secured Transactions 2019: What Lawyers Need to Know About UCC Article 9

Speaker(s): Darrell W. Pierce, Edwin E. Smith, Kenneth Chin, Penelope L. Christophorou, Stephen D. Zide, Tarik J. Haskins
Recorded on: Jan. 7, 2019
PLI Program #: 251739

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 or chairperson at leading conferences on matters involving commercial finance.

Ms. Christophorou is presently President of the American College of Commercial Finance Lawyers, a professional association of lawyers, jurists and academics in commercial finance law.

Ms. Christophorou is Secretary 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. 

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 on the Board of Directors for the Citizens Union, a non-profit organization that works to enhance good governance in New York City and New York State.

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. Ms. Christophorou’s native language is English, and she is fluent in modern Greek.

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 a Regent of the American College of Commercial Finance Lawyers. 

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 the chair of the Permanent Editorial Board for the Uniform Commercial Code.  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 recently 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.

Stephen D. Zide represents a diverse range of clients in Chapter 11 bankruptcy cases and out-of-court corporate restructuring matters. Stephen has been involved in many of the most high-profile restructurings over the past ten years. His clients include both official and ad hoc creditor and equity committees, debtors, bondholders, investors, and secured lenders.

On the creditor side, Stephen’s work includes investigating, litigating and settling fraudulent conveyance, breach of fiduciary duty, valuation and other disputes; drafting, negotiating and litigating Chapter 11 plans; analyzing, negotiating and litigating intercreditor disputes; negotiating and litigating cash collateral orders, debtor-in-possession/exit financing and equity commitment agreements; and developing, negotiating and implementing rights offerings. Stephen also advises funds on investments in distressed and bankrupt companies with complex corporate and capital structures, including credit and indenture analysis.

Stephen’s recent creditor work includes representing the Official Committee of Unsecured Creditors in the bankruptcy cases of Toys “R” Us; funds holding more than $1.6 billion of unsecured notes in the bankruptcy of Peabody Energy Corp., the world’s largest private-sector coal company; noteholders of MBIA Insurance Corp. in connection with the issuance of $328 million of new secured notes; Luxor Capital Group LP, as the largest unsecured creditor in the bankruptcy case of RCS Capital Corp.; funds holding $120 million of municipal bonds in connection with the bankruptcy of the Revel Resort and Casino in Atlantic City; the Official Committee of Unsecured Creditors in the bankruptcy of NII Holdings Inc.

Stephen’s creditor practice is complemented by his experience representing distressed companies. Stephen’s recent debtor work includes representing Genco Shipping & Trading in its prepackaged Chapter 11 bankruptcy, which restructured approximately $1.4 billion of Genco’s debt; and General Maritime in its Chapter 11 bankruptcy filing that enabled it to emerge from bankruptcy in less than six months and eliminate $600 million of financial debt.

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 Lawyer Rising Star for 2014 – 2017.

Tarik J. Haskins is a partner in the Commercial Law Counseling Group. His practice covers a range of commercial transactions including mergers and acquisitions, secured financings, joint ventures, securitizations, and business counseling.

Tarik also focuses on organizational and operational issues related to limited liability companies, limited partnerships and statutory trusts. He also regularly represents sponsors and conflicts committees of master limited partnerships. 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 also serves on the Firm’s Executive Committee and Diversity Committee.


  • J.D., 2003, University of Cincinnati College of Law
    • University of Cincinnati Law Review, Editor-in-Chief
  • B.A., 1998, Clark-Atlanta University


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

Admissions to Practice: Delaware, 2003; Pennsylvania, 2004

Professional Activities

  • American Bar Association (Business Law Section; Chair of the Secured Lending Subcommittee of the Commercial Finance Committee, Managing Editor, Business Law Today, 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 State Bar Association (Statutory Trust Committee and Uniform Commercial Code Subcommittee)

Community Activities

Delaware Council of Development Finance

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.

Among his most notable work, Mr. Chin represented the agent and arranger in connection with a $1.5 billion credit facility to a financial institution and $1.1 billion in term and revolving loan facilities to a group of manufacturing companies. He also represented Alvogen and its affiliates in connection with approximately $900 million of credit facilities and Gener8 Maritime in connection with over $2 billion of vessel financings.

Mr. Chin is 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.