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Practical and entertaining education for
attorneys, accountants, business owners
and executives, and investors.
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DISCLAIMER
The material in this webinar is for informational purposes only. It should not be considered legal,
financial or other professional advice.
The views expressed by each Faculty member are his or her own personal views and are not
intended to reflect or state the views of the firm or institution with which he or she is affiliated or
employed.
You should consult with an attorney or other appropriate professional to determine what may be
best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the
information it publishes is accurate, Financial Poise™ makes no guaranty in this regard.
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MEET THE FACULTY
Moderator:
Rebecca Fruchtman – Mayer Brown LLP
Panelists:
Paula Greaves – Trade Consultant
Paul Johnson – Trade Lanes Consulting LLC
Alexander Malaket – OPUS Advisory Services International Inc.
Mary Rosen – Wells Fargo Bank
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ABOUT THIS WEBINAR:
Trade Finance Basics
In the past two decades Trade has experienced dramatic growth across the globe. Trade finance
currently facilitates about 80% of global merchandise Trade flows (about USD$14 Trillion
annually). In this increasingly interconnected cross-border business environment, it is time critical
for companies buying and selling goods and services to understand trade finance. Deploying the
trade finance toolbox helps importers and exporters efficiently manage their working capital,
mitigate risk and reduce cost.
This webinar explains the basics of letters of credit, open account, supply chain and documentary
collections, how and why they are used, how much they cost, and the benefits and risks. It covers
how Banks facilitate these funding options and explains how trade finance has been impacted by
digitization.
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ABOUT THIS SERIES:
Borrower or Lender Be
Many companies use borrowed funds as part of their capital structure. Depending on the nature of the
business, its size, time in business, whether it has adequate collateral, and other factors, a business has myriad
options when borrowing funds.
Often a company will explore financing options as tools to drive growth and expand its market positioning.
For importers and exporters of goods and services, trade financing options can provide efficient working
capital solutions and decrease payment risk.
This webinar series provides a guided tour of the various financing options available to businesses, from both a
business and legal perspective. Learn the advantages and disadvantages of different types of loans or other
financings, how to select the right one for your business, how to negotiate terms, and what happens in the
event the financing is defaulted upon.
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EPISODES IN THIS SERIES
1/24/19 Episode #1:
What kind of loan?
2/21/19 Episode #2:
Basics Concepts Applicable to All Borrowers & Lenders
3/21/19 Episode #3:
Alternative Structures- PO Financing, Factoring & MCA
4/18/19 Episode #4:
Dealing With Defaults
5/16/19 Episode #5
Trade Finance Basics
Dates shown are premiere dates.
All webinars will be available
On Demand approximately 4 weeks
after they premiere.
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Episode #5:
Trade Finance Basics
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WHAT IS TRADE FINANCE?
• A suite of financing solutions that helps Buyers
(importers) and Sellers (exporters) of goods and
services efficiently manage their working capital,
mitigate risk and reduce cost
• Enables secure payment, risk mitigation and
financing
• Includes “Traditional” Trade Finance (LCs,
Collections, Standbys and Guarantees) and Supply
Chain Finance (Most commonly today, Payables
Finance)
• Facilitates about 80% of global merchandise trade
flows, or about USD $ 14 trillion annual trade
9
Trade drives global GDP.
Trade financing drives trade.

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TRADE FINANCE TOOLBOX
(SUMMARY/DEFINITIONS)
• Letters of Credit (LCs).
✓ Defined as an irrevocable, independent undertaking by Bank to honor a
presentation of complying documents (draw) by payment or undertaking
to pay at a later date.
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TRADE FINANCE TOOLBOX (cont’d)
• Mechanics; Example. Exporter (Seller) requires importer (Buyer) to prepay for goods shipped.
✓ Buyer reduces risk by asking Seller to document that the goods have shipped.
✓ Seller reduces risk by requiring Buyer to use an LC issued by Buyer’s Bank to Seller.
o Bank’s solid credit position is substituted for Buyer’s.
✓ Buyer protected from risk that goods have not been shipped because an LC will require
presentation of certain documents showing evidence of shipment:
o E.g. the bill of lading which is a document of title, a receipt for shipped goods, and a
contract between a carrier and shipper.
o LC may not protect against outright fraud risk, including the provision of fraudulent
documents of title.
✓ Bank handles only the documents and not the actual goods and services.
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• Open Account.
✓ Refers to trade transactions between a Seller and Buyer where transactions are not supported by any
banking or documentary trade instrument issued on behalf of Buyer or Seller.
✓ Buyer is directly responsible for meeting the payment obligation in relation to the underlying
transaction.
✓ Seller issues invoice which Buyer pays within an agreed time frame.
o Source for above definitions is the Global Supply Chain Finance Forum’s Standard
Definitions for Techniques of Supply Chain Finance at:
https://cdn.iccwbo.org/content/uploads/sites/3/2017/01/ICC-Standard-Definitions-for-
Techniques-of-Supply-Chain-Finance-Global-SCF-Forum-2016.pdf
✓ If Bank acts as intermediary, Seller posts invoice to Bank platform, Bank performs back office
processing/account reconciliation services and debits Buyer’s account on ongoing basis.
o Collects fees for these services.
TRADE FINANCE TOOLBOX (cont’d)
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TRADE FINANCE TOOLBOX (cont’d)
• Supply Chain Finance (SCF).
✓ Defined as use of financing and risk mitigation practices and techniques to
optimize the management of working capital liquidity invested in supply chain
processes and transactions.
✓ The Physical Supply Chain is a system of organizations, people, activities,
information and resources involved in moving a product or service from Seller to
Buyer, either domestically or across borders.
o E.g. transforming natural resources, raw materials and components into semi-
finished and finished products delivered to end customer.
✓ The Financial Supply Chain is the chain of financial processes, events and
activities that provide financial support to Physical Supply Chain participants.
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TRADE FINANCE TOOLBOX – SCF
• Applies to open account trade flows and
triggered by supply chain events
• Takes an “ecosystem” view of trade, with
supply chains involving hundreds or
thousands of suppliers
• Often anchored in emerging markets
• Payables Finance is currently the most
popular/fastest growing SCF technique
• Nascent space – Standard Definitions
published in 2016
• Transparency of underlying trade flows is
critical
✓ That transparency is enabled by Bank’s
technology platform
14
http://supplychainfinanceforum.org/ICC-Standard-Definitions-for-Techniques-of-Supply-Chain-
Finance-Global-SCF-Forum-2016.pdf

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TRADE FINANCE TOOLBOX (cont’d)
• Documentary Collections.
✓ Documentary collections are an alternative to LCs that offer a degree of protection to
both Buyer and Seller:
o Buyer is not obligated to pay for goods before shipment and if structured properly
Seller retains control over the goods until Buyer pays.
✓ Banks act as intermediaries to the exchange of title documents for payment but are not
obligated to pay.
o In Documentary Collections, the payment obligation remains with the Buyer in
contrast with LCs where the Bank is required to pay if all payment terms and
conditions are fully met.
✓ A key distinction between Documentary Collections and LCs is that in the case of
Documentary Collections a Bank does not engage in document verification.
o Recommended for use in more established/trusted relationships and/or in lower
risk markets.
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WHY IMPORTANT?
• Trade finance can protect Buyers from global purchasing risk by reducing Country
and Seller (exporter) credit risk.
• SCF and Open Account: in most popular form of SCF (trade payables financing)
Buyer reduces bank debt by financing more of working capital with trade payables.
• Stronger Buyer-Seller relationships
✓ Working capital improvements for strategic Sellers who gain payment
protection; Buyers get extended payment terms; and both Buyer and Sellers
improve balance sheet.
• Sourcing from lower cost countries to increase margins.
• LC and Documentary Collections transactions can reduce Buyer non-payment risk.
• Banks offer platforms for streamlined/efficient payment processing.
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WHO ARE THE PLAYERS?
• Importers (Buyers of goods and services, in the letter of credit context
“Applicants”)
• Exporters (Sellers of goods and services, in the letter of credit context
“Beneficiaries”)
• Banks who finance the trade transactions.
• Risk Insurers
• Export Credit Agencies
• Multilaterals
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LETTERS OF CREDIT
• As defined above, an irrevocable, independent undertaking to honor a
presentation of complying documents (draw) by payment or undertaking to
pay at a later date.
• Credit-related undertaking issued by Bank on behalf of its client the Buyer
(Applicant).
✓ Substitutes the Bank's credit standing for Buyer’s.
✓ Authorizes Seller (Beneficiary) to draw on issuing Bank pursuant to terms
and conditions specified in the LC.
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• Issuing Bank obligated to pay the draw if the documents conform to LC
terms and conditions.
✓ Beneficiary should evaluate strength/reputation of LC issuing Bank.
• LCs are subject to the international banking customs, practices and
standards as reflected in UCP Uniform Customs and Practice for
Documentary Credits – 2007 Revision – ICC Publication No.600) and
ISP98 (International Standby Practices – ICC Publication No. 590).
✓ In the US or for cross border transactions impacting US based parties,
the applicable state Uniform Commercial Code will also apply.
LETTERS OF CREDIT (cont’d)

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LETTERS OF CREDIT (cont’d)Types of LCs
• Standby: financial or performance related contingent obligation. May be Trade related.
✓ Only expected to be drawn if customer (applicant) defaults.
✓ Who uses? Contracting parties where one party wants financial risk mitigation against the non-
performance of the counterparty.
✓ Example: Oklahoma-based flare system company (applicant) contracted to build, install and warrant
flare system for refinery in India. Oklahoma company’s performance on the installation secured by
standby LC in favor of Indian refinery as beneficiary.
✓ May be governed by ISP98 cited above.
• Commercial LC: Contingent obligation by issuing or confirming Bank to Seller as beneficiary to secure the
exchange of goods or services between Buyer (applicant) and Seller.
✓ Contingent on Seller’s presentation of compliant documents (draw).
✓ Expectation for LC to be drawn when goods are shipped.
✓ Payable upon presentation by Seller of the documents specified in the LC on or before its expiration
date. Documents generally evidence shipment and often inspection/insurance of goods in transit.
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LETTERS OF CREDIT (cont’d)
• Why are Commercial LCs used?
✓ Risk mitigation for Buyer because documents prove shipment has happened.
✓ Risk mitigation for Seller that they will be paid if draw compliant pursuant to
terms/conditions of LC.
• What does it mean to “Advise” or “Confirm” an LC?
✓ Foreign Buyer – US Seller.
o “Advising”: Authentication of LC.
o Credit standing of Issuing Bank or country of issue in question. Seller requires
certainty of payment by domestic (onshore) based Bank.
o Confirming Bank has same legal obligation to pay as issuing Bank.
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• Obligation of Applicant to Reimburse
✓ LC Reimbursement Agreement: Issuing Bank requires Buyer (Applicant) to execute as a
condition to Bank’s issuance of LC. This Agreement memorializes Buyer’s absolute obligation
to reimburse on demand and contains other reps and warranties.
• Independence Principle
✓ LC is separate and independent from the underlying sales contract being financed. Buyer in
principle should have no ability to influence or control whether or not draw is compliant: but
Buyer sometimes insists on weighing in.
✓ Fraud Risk
• What are the costs involved?
✓ A la carte services:
o Flat % based on value (issuance, document examination/payment)
o % p.a. (confirmation, negotiation/financing)
o Out of pocket costs (SWIFT message, courier)
LETTERS OF CREDIT (cont’d)

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LETTERS OF CREDIT (cont’d)
• Recap: why are they important and how used?
✓ While Commercial LC volumes are flat or slightly declining, utilized
slightly less by large scale buyers, Standby LCs are growing in
popularity.
✓ In the Commercial LC space there is a growing need for all players
(banks, importers, exporters, logistics, insurance, government
bodies) to adopt digital letter of credit and related document
constructs to keep pace with supply chain expectations.
✓ Standby LCs are used to support bond issuances, term loans, and
revolving letter of credit sub-facility payouts and in the M&A context
to back up existing LCs and volumes are growing.

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LETTERS OF CREDIT (cont’d)
How the LC transaction works:
1. Buyer contracts with Seller
2.Buyer applies for LC; Bank issues; Seller
receives advice
3.Seller ships goods to Buyer
4.Seller submits shipping documents to its
Bank which, in turn, submits documents to
Buyer’s Bank to verify terms have been met
and release documents against
payment/acceptance to pay
5.Buyer instructs payment (1) upon presentation
or (2) on a predetermined future date after
presentation of conforming documents
6.Buyer’s Bank makes payment and Seller’s
Bank credits Seller’s account
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OPEN ACCOUNT TRANSACTIONS
• Defined above. In a typical open account international trade transaction, the goods are
shipped and delivered on or before payment is due, in 30, 60 or 90 days.
• In the vast majority of cases, this is how US domestic transactions are settled.
✓ Option is advantageous to Buyers from cash flow/cost perspective but a risky option for
Seller.
o Intense competition in export markets: foreign Buyers often press Sellers for open
account terms.
✓ Open account processing leverages Banks’ existing trade services processing capabilities:
o Purchase order upload to create transactions, document examination and/or data
matching, tracing and follow up for payment and payment services.
o Transparency in the process: exchange and sharing of documents and document
data which can be sent to Bank via electronic records or paper documents.
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OPEN ACCOUNT PROCESSING
How it works:
1.Buyer contracts with Seller; sends PO details
to its Bank to issue advice to Seller
2.Seller prepares shipping documents;
submits to Buyer’s Bank for review and
authentication
3.Seller ships goods to Buyer
4.Buyer instructs its Bank to make payment
after receipt of goods; Bank sends
documents to Buyer (if required)
5.Buyer’s Bank makes payment; Seller’s
Bank credits Seller’s account
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SCF
• Defined above: SCF solutions encompass a combination of technology and services that
link Buyers, Sellers, and Banks to facilitate financing during the life cycle of the open
account trade transaction and repayment.
✓ Allows Buyer to pay at normal invoice/draft due date and Seller to receive early
payment.
✓ Bank relies on creditworthiness of Buyer but SCF is not a “loan.”
✓ “True sale” versus “financing device.”
o True sale treatment critical for accounting reasons – off balance sheet treatment.
✓ Banks typically file back-up (precautionary) UCC-1’s against Seller’s receivables.
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SCF – PAYABLES FINANCE
• Many different SCF options. Most common form is Payables Finance which we
will discuss in detail here:
✓ Suppliers sell their receivables/drafts or bills of exchange relating to a specific
Buyer to Bank at a discount after Buyer approves.
o What is a draft or bill of exchange?
▪ Negotiable instrument that minimizes risk of loss to the Bank by
providing limited defenses to payment.
• In US, governed by Article III of the UCC.
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SCF – PAYABLES FINANCE (cont’d)
• Discounting is based on a formula which takes into account the time value of money,
prevailing interest rates and the Buyer’s credit profile.
• Advantages:
✓ Provides quick payment/liquidity to Seller.
✓ Stretches out payment terms to Buyer.
• Disadvantages:
✓ Seller has no need or incentive to join the Payables Finance program.
✓ One size fits all. Limits diversity of Seller base for global companies.
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OVERVIEW OF PAYABLES FINANCE
PROCESS
1.Buyer transmits purchase orders to Seller
2.Seller submits invoices to Buyer
3.Buyer reconciles and uploads its
approved invoice file to Bank’s web
platform
4.Seller selects and requests
discount from Bank on
approved invoices
5.Bank discounts the invoices and
remits payment to Seller
6.Bank debits Buyer’s
account on invoice
maturity date
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3
1
Supplier Presents
Invoice, 30 Day
Terms
Day 0 Day 21 Day 30
Buyer
Approves
Invoice
Buyer Pays
Invoice
Supplier Receives
Invoice Payment
Common Invoice Process:
Supplier Presents
Invoice, 120 Day
Terms
Day 0 Day 5
Day 120
Buyer Approves
Invoice,
Financier Pays
Buyer
Reimburses
Financier
Supplier Receives
Invoice Payment
Payables Finance Process:
PAYABLES FINANCE
• Suppliers collect funds faster
• Discount rate typically lower than what a supplier
could access
• Buyers pay later
• Strengthen health of supply chain

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DOCUMENTARY COLLECTIONS
• In a documentary collection, Seller entrusts the collection of payment to its Bank (remitting
bank), which sends documents to Buyer’s Bank (collecting bank), along with instructions
for release of the documents and payment.
• Documents may be released against:
✓ Full payment (sight terms)
✓ Buyer’s formal acceptance of an enclosed Trade draft/bill of exchange. Upon acceptance,
Buyer’s obligation to pay becomes firm and absolute (usance/time terms)
• Funds are received from Buyer and remitted to Seller through Bank at the time and according
to the instructions in the Documentary Collection cover letter from the remitting Bank.
• Buyer is not obligated to take up the documents or pay for the Documentary Collection but
may be obligated to pay under a related sales contract.
✓ May involve using a draft/bill of exchange that requires Buyer to pay the face amount
either at sight or on a specified future date.
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DOCUMENTARY COLLECTIONS (cont’d)
How it works:
1.Buyer contracts with Seller
2.Seller ships goods to Buyer
3.Seller submits shipping documents to its Bank
which, in turn, submits documents to Buyer’s
Bank to verify terms have been met and
release documents against
payment/acceptance to pay
4.Buyer instructs payment (1) upon presentation
or (2) on a predetermined future date after
presentation of conforming documents
5.Buyer’s Bank makes payment, Seller’s Bank
credits Seller’s account and goods are
released to Buyer
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DOCUMENTARY COLLECTIONS (cont’d)
• Pros: Generally less complicated and expensive than LCs.
✓ Banks retain control of the shipping documents until the terms of the Documentary
Collection are met by Buyer (which usually means that Bank controls the discharge of
the cargo)
• Cons: risker for Seller because no recourse via the Documentary Collection in the event of
non-payment. Seller would have to rely on repayment remedies under the sales contract.
✓ Seller may be stuck paying costs of demurrage and re-selling/re-directing the cargo.
• Under what circumstances should Documentary Collections be used?
✓ Recommended for use in established trade relationships, in stable export markets and
for transactions involving ocean shipments
• Governed by ICC Uniform Rules for Collections.
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DIGITIZATION OF FINANCIAL SUPPLY CHAINS
• Digital ‘eco-systems’ are being developed connecting buyers, sellers, logistics
providers, government agencies and financial institutions and will support the
exchange of documents and data electronically, rather than in paper form. Some
examples include:
✓ Distributed Ledger Technology (‘Blockchain’) Platforms
o Marco Polo
o VOLTRON
✓ Non-Distributed Ledger Technology (‘Blockchain’) Platforms
o Trade Information Network
• A key obstacle to adoption of paperless trade is legal uncertainly, in terms of how
statutes and regulations drafted for the paper world apply to the digital world
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DIGITIZATION OF FINANCIAL SUPPLY
CHAINS (cont’d)
• Paper-based trade finance involves ~ 200 billion data field interactions globally
• About 1% of these add value
• Digitization will allow the financial supply chain to catch up to the physical
supply chain
• Could save US $ 6 billion in costs on USD $ 16 billion in trade
36
https://iccwbo.org/publication/global-survey-2018-securing-future-growth/ (BCG Analysis)

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ABOUT THE FACULTY
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Rebecca Fruchtman – rfruchtman@mayerbrown.com
Ms. Fruchtman recently joined Mayer Brown LLP’s banking and finance practice group where her practice concentrates on
global trade finance and asset based lending matters. Previously Ms. Fruchtman served as general counsel to Bank of
America Merrill Lynch’s Business Capital line of business (US Central Region) on asset based lending facilities up to $1
Billion, workout and bankruptcy matters (2017 to 2019) and as counsel to the Bank’s Global Transaction Services Global
Trade and Supply Chain Line of Business (2012 to 2017). Prior to joining the Bank, Ms. Fruchtman was a founding partner
of Baer Higgins Fruchtman LLC, a law firm focusing on complex bankruptcy and restructuring matters and before that, was
an attorney in the Kirkland & Ellis LLP restructuring and corporate finance practice groups from 1999.
Ms. Fruchtman has a deep bench of experience in the global trade finance space, in structuring, negotiating and executing
securitization, leveraged lease, and other complex financing transactions and in all facets of distressed situations, including
extensive involvement in some of the largest bankruptcy cases filed in the US.
Ms. Fruchtman has spoken routinely on letter of credit topics at the annual International Banking Law & Practice
Conferences and actively participated in the global banking association BAFT IFSA, having spoken at a BAFT 2015
conference in Chicago and been involved in BAFT’s lobbying the Fed on Trade related Dodd-Frank issues and its review of
FATCA’s impact on letter of credit fees.
For more, go to https://www.financialpoise.com/financialpoisewebinars/faculty/rebecca-fruchtman/
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Paula Greaves – pgreaves206@gmail.com
Ms. Greaves is a consultant providing services in Trade Finance, with particular emphasis
on documentary products such as Letters of Credit and Documentary Collections. Paula
has over 40 years of international banking experience including most recently as a Senior
Vice President at Bank of America Merrill Lynch. Ms. Greaves held senior global
management roles in Trade operations including risk and compliance consultancy; policy,
process and procedures development; and partnering with Trade Product and Trade Legal
in the rollout of new trade and supply chain programs, structuring unique trade
transactions, product training and liaison with credit, product and enterprise compliance
risk management.
Ms. Greaves is active with Trade banking industry groups, speaks regularly at international
banking conferences and is a contributor to industry publications.
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Paul Johnson – southbaypaul@hotmail.com
Mr. Johnson is principal at Trade Lanes Consulting LLP, providing banks and corporates with advisory and
consulting services in the areas of Trade Finance, Supply Chain Finance and Working Capital
Management. He has over 25 years of international banking experience with a number of US and European
financial institutions, including most recently as a Managing Director at Bank of America Merrill Lynch. At
Bank of America Merrill Lynch, Mr. Johnson held senior global management roles responsible for strategy,
development and rollout of new trade and supply chain programs, product management and global
sales/marketing support, structuring unique trade transactions, product training and liaison with credit,
operations and compliance risk management.
Prior to joining Bank of America Merrill Lynch, Mr. Johnson held senior management positions at
Standard Chartered Bank and Wells Fargo (First Interstate Bank) responsible for FI Trade Sales, Trade
Product Management and Trade Operations. He’s a member of The Association of Financial Professionals
(AFP). In addition, Mr. Johnson is a fellow member of the Institute of Chartered Accountants in England
and Wales (ICAEW). He began his career with Ernst and Young in London.
Mr. Johnson speaks regularly at international banking conferences and is a frequent contributor to
industry publications.
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Alexander R. Malaket – ar.malaket@opus-advisory.com
Alexander R. Malaket, CITP, CTFP, GTP-E, is President of Canadian consultancy OPUS Advisory
Services International Inc., established in 2001, focusing on international business, trade and
investment with a specialty in trade finance/supply chain finance and trade-related international
development.
Mr. Malaket is the author of “Financing Trade and International Supply Chains”, Gower/Ashgate
Publishing, UK 2014 (now Taylor & Francis, UK), has authored numerous white papers, policy
briefs and articles for industry press. He speaks at top-tier events, and has delivered training and
educational material around the world.
Alexander serves on several industry boards and advisory bodies, including as Deputy Head of the
Executive Committee, ICC Banking Commission (France), Chair of the International and Technical
Advisory Committee, Global Trade Professionals Alliance (Australia), Member of the World
Economic Forum E-15 Initiative (Switzerland) and member of the Advisory Board of Tin Hill
Capital (Singapore) among others.
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Mary Rosen – Mary.B.Rosen@wellsfargo.com
Mary Rosen is Senior Counsel (Capital Markets) at Wells Fargo Bank, N.A. where she serves as the U.S.
Lead Counsel for international trade services. Her practice areas include commercial and standby letters of
credit (UCC Article 5); supply chain finance (payables and receivables); international product development;
international operations support; policy development; regulatory issues related to trade finance;
international dispute resolution; and cross border credit and collateral issues.
Ms. Rosen actively participates as Co-Chair of the American Bar Association Letter of Credit Subcommittee
and is a member of the Legal Committee of the International Chamber of Commerce. She also has served in
many other capacities: CLE panelist for Leadership at Your Best, University of St. Thomas School of Law
(2018); CLE faculty for Security Interests: Agreements and Filings, Business Law Institute (2018); CLE
faculty for Letter of Credit Primer, Banking Law Institute (2015); Co-Chair, Trade Finance Practice Group,
Wells Fargo Legal Department (2018-present); Panelist at the Institute for International Banking Law and
Practice (2015, 2016, 2017 and 2018); Member of the Legal Advisory Group for BAFT focused on
international banking regulatory issues, policy issues and international standard banking practices; Member
of the International Section, American Bar Association and provides in house training for Wells Fargo Legal
Department on Letters of Credit and Reimbursement Agreements.
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QUESTIONS OR COMMENTS?
If you have any questions about this webinar that you did not get to ask during
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not hesitate to email us at info@financialpoise.com with any questions or
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and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily
for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education.
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