The Uniform Commercial Code (“UCC”) is a uniform act that was established to harmonize the laws of sales and commercial transactions. It has been substantially adopted in all 50 states and the District of Columbia. The UCC is divided into 11 Articles with each one addressing a different area of commercial law. Article 9 governs security interests in personal property and contains detailed rules regarding the creation, attachment, and perfection of security interests; the relative priorities of competing security interests; and remedies available to a creditor upon a borrower's default. The navigation of the debtor-creditor relationship is at the heart of any bankruptcy proceeding. This webinar examines some of the key issues involving the interaction between a debtor and its secured creditors both before and after the filing of a bankruptcy, including the pre-bankruptcy perfection and priority of security interests, the post-bankruptcy protection of a secured creditor’s rights in a debtor’s collateral, and the options available for the parties to address and administer such collateral in the context of a bankruptcy proceeding. Part of the webinar series: BANKRUPTCY INTERSECTIONS 2022 See more at https://www.financialpoise.com/webinars/

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attorneys, accountants, business owners and
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4. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. 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 that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
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5. Meet the Faculty
MODERATOR:
Michael J. Kaczka - McDonald Hopkins LLC
PANELISTS:
James Brand - Fredrikson & Byron, P.A.
Jonathan P. Friedland - Sugar Felsenthal Grais & Helsinger LLP
Craig E. Reimer – Mayer Brown LLP
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6. About This Webinar:
The Intersection of Bankruptcy and the UCC
The Uniform Commercial Code (“UCC”) is a uniform act that was established to harmonize the laws of
sales and commercial transactions. It has been substantially adopted in all 50 states and the District of
Columbia. The UCC is divided into 11 Articles with each one addressing a different area of commercial
law. Article 9 governs security interests in personal property and contains detailed rules regarding the
creation, attachment, and perfection of security interests; the relative priorities of competing security
interests; and remedies available to a creditor upon a borrower's default. The navigation of the debtor-
creditor relationship is at the heart of any bankruptcy proceeding. This webinar examines some of the key
issues involving the interaction between a debtor and its secured creditors both before and after the filing
of a bankruptcy, including the pre-bankruptcy perfection and priority of security interests, the post-
bankruptcy protection of a secured creditor’s rights in a debtor’s collateral, and the options available for
the parties to address and administer such collateral in the context of a bankruptcy proceeding.
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7. About This Series
Bankruptcy Intersections 2022
Bankruptcy law is generally a federal-based practice, and governed by title 11 of the United
States Code (the Bankruptcy Code). Bankruptcy law, however, is far from an insular practice;
there is substantial interplay between bankruptcy law and almost every other area of law due
to the myriad legal issues that arise during the course of a bankruptcy case. This webinar
series focuses on how issues involving intellectual property, employment and labor, tax law,
and environmental law are treated through the prism of bankruptcy.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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8. Episodes in this Series
#1: The Intersection of Bankruptcy and… Labor/Employment Law
Premiere date: 3/31/22
#2: The Intersection of Bankruptcy and… Intellectual Property Law
Premiere date: 4/28/22
#3: The Intersection of Bankruptcy and… Environmental Law
Premiere date: 5/26/22
#4: The Intersection of Bankruptcy and…the Uniform Commercial Code
Premiere date: 6/30/22
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9. Episode #4
The Intersection of Bankruptcy and… the Uniform Commercial
Code
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10. Overview
• Basics of UCC Article 9
• Unperfected Security Interests and
Bankruptcy “Strong Arm” Powers
• Nature of Liens in Chapter 11
• Postpetition Liens
• Automatic Stay and Lien Perfection
• Protecting Liens in Chapter 11
• Avoiding Liens in Bankruptcy
• Practical Considerations for Debtors/Secured
Creditors
• Consignments
• PMSIs for Vendors
• UCC Article 2 Remedies for Vendors
• True Lease v. Secured Financing

11. The Basics of UCC Article 9
a. The Uniform Commercial Code (“UCC”) is a uniform act established to harmonize the
laws of sales and commercial transactions
b. Every state and District of Columbia has adopted nearly every provision of the UCC.

12. The Basics of UCC Article 9
c. UCC is divided into 11 Articles, each one
addressing a different area of commercial
law:
• Article 1: General Provisions
• Article 2: Sales
• Article 2A: Leases
• Article 3: Negotiable Instruments
• Article 4: Bank Deposits
• 4A: Funds Transfers
• Article 5: Letters of Credit
• Article 6: Bulk Sales
• Article 7: Warehouse Receipts
• Article 8: Investment Securities
• Article 9: Secured Transactions

13. What Article 9 Governs
a. Article 9 governs security interests in personal property and contains detailed rules
regarding:
1. The creation, attachment, and perfection of security interests in personal
property (i.e., most property that is not real estate);
2. The relative priorities of competing security interests; and
3. Remedies available to a secured creditor upon a borrower's default.

14. The Primary Aspects of a Secured Transaction
a. A secured party (“SP”) loans money to a debtor, and the debtor agrees to grant a
security interest in collateral consisting of personal property;
b. The debtor signs a security agreement agreeing to grant a security interest and
describing the collateral with reasonable specificity; and
c. The SP, with certain exceptions, files a UCC-1 financing statement with the office of
the secretary of state of the state where the debtor is organized.
1. The financing statement states that the lender has a lien on the debtor's
assets, which may be specifically described or be listed as “all assets.”

15. Attachment of Security Interests
a. A security interest "attaches" to collateral when it is valid and enforceable against the
debtor, but attachment does not necessarily make the security interest valid as against
third parties.

16. Perfection of Security Interests
a. “Perfection" is making the security interest good against the world (through notice), not just
between the parties.
b. Under UCC 9-203(b), a security interest is enforceable against the debtor and third parties if:
1. value has been given,
2. the debtor has rights in the collateral (or the power to transfer rights in the collateral to a
secured creditor), and
3. the debtor has signed a security agreement or the collateral is in the possession of the
SP.
c. For personal property, perfection is generally accomplished by filing a financing statement in the
appropriate public records, most often the
office of the secretary of state (or, for certain types of collateral, by control, possession or
certificate of title).

17. An Intervening Judgment Creditor (“JC”)
a. An intervening JC can levy on collateral, even if a security interest has previously
attached, and gain a higher-priority security interest.
b. If a JC levies upon collateral in which a SP has a perfected security interest, the
judgment lien is junior to the security interest and will only be paid if the senior SP is
paid in full or agrees to take less than full payment in satisfaction of the lien.
c. A security interest is perfected when the SP and the debtor have done everything
that needs to be done (including executing and filing documents) to complete the
transaction or transfer and that the SP has done what is necessary under Article 9 to
tell the world (notice) that it claims a stake in the collateral.

18. Unperfected Security Interest & “Strong Arm” Powers
a. UCC 9-317 provides that an unperfected security interest is subordinate to a judicial lien on the
property.
1. If a judicial lien is placed on the property before it is encumbered with a perfected
security interest, that judicial lien has priority.
b. “Strong Arm” powers under Bk Code §544(a)(1)- as of the petition date (“PD”), the trustee or debtor-
in-possession (in either case, the “DIP”) possesses the rights and powers of a hypothetical lien
creditor that enjoys the protections of UCC 9-317.
1. If SP is perfected as of PD, its security interest trumps DIP, and the estate benefits
from the SP's collateral only after SP is repaid.
2. If SP is not perfected as of PD, then the DIP prevails and SP only shares pro rata with
other unsecured creditors.

19. Unperfected Security Interest & “Strong Arm”
Powers (cont’d)
c. Bk Code §§362(a) + 544 + UCC 9-317 = all the value in the debtor's property not
subject to a perfected security interest becomes the property of the estate.

20. Nature of Liens in Bankruptcy
a. Validity of liens is generally determined under applicable non-bankruptcy state law.
b. When the collateral is not sufficient to satisfy a SP’s secured claim (i.e., the creditor is
undersecured), the secured claim is deemed unsecured to the extent of such
deficiency.
c. A SP does not need to file a proof of claim in a bankruptcy to preserve its lien (but
would be advised to do so in order for the SP to participate fully in the bankruptcy and
to avoid the potential of having its collateral transferred or liquidated for the benefit of
other creditors).
d. Regarding the consensual use of a SP’s cash collateral, a DIP will often stipulate as to
the validity and value of a SP’s lien; although most stipulations are subject to
challenge by other parties (i.e., the official committee of unsecured creditors).

21. Postpetition Effect of Liens
a. Bk Code §506(b) provides that a SP is entitled to postpetition interest (and other fees)
to the extent its claim is exceeded by the value of its collateral (i.e., the creditor is
oversecured).
b. Bk Code §552(a) provides that property acquired after the commencement of the case
is not subject to any lien resulting from any security agreement entered into by the
debtor before the commencement of the case.

22. Postpetition Effect of Liens (cont’d)
c. Bk Code §552(b) provides an exception to the “no after-acquired property” rule:
1. If a prepetition security agreement grants a security interest in property of the
debtor and proceeds thereof prior to the commencement of the case, such security
interest shall extend to the proceeds of that property acquired after the
commencement of the case.
2. A security interest in such after-acquired property exists only to the extent
provided for by a security agreement and applicable non-bankruptcy law unless the
court, after notice and a hearing based on the equities of the case, orders otherwise.
3. Applicable state law will govern whether a security interest in proceeds will remain
enforceable after the PD.

23. Automatic Stay and Lien Perfection
a. Upon the filing of a bankruptcy petition, Bk Code §362 provides the DIP
with the benefit of the automatic stay.
1. Provides the debtor with a “breathing spell” from creditor actions,
including the commencement or continuation of any suit against the
debtor, or other actions designed at gaining control over the debtor’s
property.
2. Included among these prohibited acts is the perfection of any non-
perfected lien, or the granting of new security interests.

24. Automatic Stay and Lien Perfection (cont’d)
b. Certain exceptions exist to the automatic stay:
1. Governmental Units: does not prevent them from taking actions based on
its police or regulatory powers.
2. Perfection of certain liens: certain statutory liens, including liens related
to unpaid taxes, or mechanic’s liens, may be deemed to have been
automatically perfected from the time they arose, and therefore would be
perfected prior to the imposition of the automatic stay.
3. Even where a creditor must take additional steps to perfect its lien under
applicable non-bankruptcy law, such as in the commencement of a collection
action, Bk Code §546(b) permits the postpetition perfection of such security
interests if the non-perfected lien would be enforceable against entities acquiring
the collateral prior to perfection.

25. Protecting Liens in Bankruptcy
a. Adequate Protection.
i. As a general rule, a SP is entitled to compensation for the diminution in value of its
collateral caused by the imposition of the automatic stay, or the use, sale, or lease
of the collateral by the DIP.
ii. Bk Code §361 defines adequate protection to include periodic cash payments,
additional liens, or the indubitable equivalent of the creditor's interest in the
property.

26. Protecting Liens in Bankruptcy (cont’d)
iii. Adequate protection does not have to be a cash payment. A DIP can demonstrate that
a SP is
adequately protected by one of the following:
1. Equity Cushion – value of the collateral is in excess of the SP’s claim by an
amount sufficient to offset economic depreciation.
2. Collateral Appreciation – the DIP maintains and enhances the value of the SP’s
collateral during the pendency of the bankruptcy case.
3. Replacement Liens – SP may be granted adequate protection in the form of liens
on other or additional collateral. Replacement liens may be offered on otherwise
unencumbered property on a senior basis, or on otherwise encumbered property
on a junior basis.
4. Periodic Payments – monetary payments from the DIP to the SP during the
bankruptcy case.

27. Protecting Liens in Bankruptcy (cont’d)
b. DIP Lending
1. An SP may choose to offer the debtor postpetition financing (“DIP financing”) u
under Bk Code §364 to preserve the value of its secured claim.
2. Typical DIP financing provisions:
• “Roll-up” of prepetition indebtedness
• Priming liens under Bk Code §364(d)
• Superpriority claims under Bk Code
§364(c)
• Adequate protection payments
• DIP stipulates as to indebtedness/
priority/validity of liens
• Limitations on investigation rights
• Waiver of surcharge Bk Code §506(c)
• Bk Code §552(b) exceptions
• Releases of SP
• Cross-collateralization/new collateral
granted.
• Bankruptcy case milestones
• Reporting requirements

28. Protecting Liens in Bankruptcy (cont’d)
3. Credit bidding under Bk Code §363(k) of the Bankruptcy Code allows a SP to
credit bid up to the face amount of the claim under applicable non-bankruptcy law
with respect to its collateral.
4. Intercreditor/Subordination Agreements are routinely upheld by bankruptcy courts
under Bk Code §510(b).

29. Protecting Liens in Bankruptcy (cont’d)
c. Plan of Reorganization – a DIP may, in part, provide adequate protection by
demonstrating that it will be able to reinstate, satisfy or “cram down” the SP’s claim in a
chapter 11 plan.
1. Bk Code §1129(b) impacts an SP who rejects the plan
2. A reorganization plan may be imposed on dissenting SPs provided that (in
addition to meeting the other requirements of a chapter 11 plan), such SPs can (i)
retain their liens to the extent of their allowed claims and receive cash payments
equal to the present value of their claims, (ii) have their liens attach to the sale
proceeds of their collateral sold under the plan, or (iii) realize the “indubitable
equivalent” of their claims.
3. The SP has the right to receive at least the present value of its collateral, either by
payments up front, payments over time with interest, or conveyance to the creditor
of its collateral.

30. Avoiding Liens in Bankruptcy
a. Fraudulent Transfers
1. “Actual fraud” is a prepetition transfer of property by the debtor to a third party
with the intent to defraud creditors by depriving them of recourse to the
property
2.“Constructive fraud” is a prepetition transfer of property actual fraud) where
the transfer is for less than reasonably equivalent value.

31. Avoiding Liens in Bankruptcy (cont’d)
3. Bk Code §548 provides –
a. A trustee or DIP may avoid any transfer of an interest of the debtor in
property, or any obligation incurred by the debtor, if the debtor (a) made
such transfer or incurred such obligation to hinder, delay or defraud its
creditors; or (b) received less than a reasonably equivalent value in
exchange for such transfer or obligation, and the debtor was or thereby
became insolvent, was engaged in business with unreasonably small
capital, or intended to incur debts that would be beyond its ability to pay.
b. Two year statute of limitations
4. State law (Uniform Fraudulent Transfers Act) has similar provisions; but with
a longer statute of limitations.

32. Avoiding Liens in Bankruptcy (cont’d)
b. Preferential Transfers
1. Bk Code §547(b) provides that a preference is a transfer of an interest of the debtor in
property -
a. made to, or for the benefit of, a creditor;
b. on account of an antecedent debt;
c. made while the debtor was insolvent
d. made on or within 90 days of the filing date (or within one year thereof if the creditor is
an insider); and
e. that enables the creditor to receive more than it would receive in a chapter 7 case.
2. Defenses include contemporaneous exchanges for new value; payments of debts in the
ordinary course of business; purchase money security interests perfected within ten days
after the transfer; and transfers in which the creditor provides new value to the debtor.
3. Security interests can be avoided as preferential transfers

33. Avoiding Liens in Bankruptcy (cont’d)
c. Equitable Subordination
1. Under Bk Code §510(c), a DIP or other party-in-interest can seek to subordinate
the SP’s claim for cause.
2. Conduct that may result in subordination is case by case, but may involve the
same type of conduct that could trigger lender liability claims.

34. Avoiding Liens in Bankruptcy (cont’d)
d. Bankruptcy Sales
1. Bk Code §363(f)(3) allows the DIP to sell property of the estate “free and clear of
any interest in such property of an entity other than the estate,” if “such interest is
a lien and the price at which such property is to be sold is greater than the
aggregate value of all liens on such property.”
2. If a DIP holds an auction for its assets, to the extent the market value of the
assets does not cover the liens asserted on the asset, such liens will be stripped
with the liens then attaching to the proceeds of the sale.
3. Credit bidding is applicable here.

35. Practical Considerations for DIPs/SPs
a. A DIP and a SP should assess their relative positions when a bankruptcy is filed.
b. Opportunities to assert that the security interest is unperfected and may be avoided
and preserved for the benefit of the estate under Bk Code §544(b):
1. Is the collateral property in which a security interest can be perfected by a
UCC-1 filing?
2. Did a security interest attach for all of the collateral identified in the Financing
Statement?
3. Was the Financing Statement properly authorized by the debtor (i.e., does a
security agreement exist)?
4. Is the collateral adequately described?

36. Practical Considerations for DIPs/SPs (cont’d)
5. Was the UCC-1 filed in the proper location(s)?
6. Is the DIP’s name correctly listed?
7. If the collateral includes after-acquired property, has the DIP changed its name or
business structure prior to acquiring some or all of the collateral?
8. Has the DIP relocated to a different state?
9. Were continuation statements timely filed?

37. Consignments
a. UCC affects only those consignments that fall within the UCC’s definition of the term
“consignment” in Article 9
b. UCC 9-102(a)(20), defines “consignment” as a transaction, regardless of its form, in which a
person delivers goods to a merchant for the purpose of sale and:
1. the merchant: (i) deals in goods of that kind under a name other than the name of the
person making delivery; (ii) is not an auctioneer; and (iii) is not generally known by its
creditors to be substantially engaged in selling the goods of others;
2. with respect to each delivery, the aggregate value of the goods is $1,000 or more at the
time of delivery;
3. the goods are not consumer goods immediately before delivery; and
4. the transaction does not create a security interest that secures an obligation.

38. Consignments
c. If the consignment falls within the UCC definition, the consignment transaction is considered to
be a “security interest” governed by Article 9.
1. Consignor will need to “perfect” the security interest, typically by filing a financing
statement against the consignee and covering the consigned goods (financing
statement should be filed against the consignee in the state in which the consignee is
located as determined under UCC 9-307).
2. If the consignor does not file the financing statement, the consignee’s interest in the
consigned goods is subordinate to a lien creditor.
3. If the consignee becomes a DIP in a bankruptcy case, the DIP or the trustee under Bk
Code §544(a) has the status of a hypothetical lien creditor.
4. The DIP or trustee may use that status to set aside an unperfected consignment
interest and treat the consignor’s claim to the goods as a general unsecured claim.

39. Consignments (cont’d)
d. Purchase-money-security interest (“PMSI”) in consigned goods under UCC 9-103(d).
1. As with any other PMSI, if the Financing Statement is filed before the end of the 20-day
period after delivery of possession of the goods to the debtor, the PMSI will prevail over
a lien of a lien creditor of the debtor arising at any time during the 20-day period.
2. If the debtor becomes subject to a bankruptcy case before the end of the 20-day
period, the DIP or bankruptcy trustee is also subject to that purchase-money priority
afforded to the consignment interest when a financing statement is filed before the end
of the 20-day period.
3. A financing statement may be filed before the end of the 20-day period even if the
consignee’s bankruptcy case has already commenced, notwithstanding the automatic
stay.
4. The consignor needs to take the same steps as an inventory purchase-money SP
would take for its consignment interest to prevail over the security interest of an
inventory secured lender of the consignee if the SP has previously filed an effective
financing statement against the consignee covering the consignee’s inventory.

40. Consignments (cont’d)
5. Return of consigned goods
a. If the consignor has taken all of the right steps for its consignment interest to
obtain priority over the earlier-filed inventorySP, then the consignor owns the
consigned goods, and there is no interest of the consignee in the goods in which
the inventory SP’s security interest can attach.
a. If the consignor has not taken those steps, then the goods will be returned to the
consignor subject to the inventory SP’s security interest unless the SP has
authorized the return free of the security interest.
6. No reclamation rights or under Bk Code §503(b)(9) administrative claims for consigned
goods because a consignment is not a sale of the consigned goods by the consignor to
the debtor.

41. PMSIs for Vendors
a. A vendor selling on credit to a debtor may take a lien on the debtor’s assets to secure
payment.
1. Such a vendor might obtain a blanket lien on the assets of a debtor via the
execution of a security agreement and the proper filing of a financing
statement.
2. Vendors and other parties asserting liens on a debtor's collateral should be
aware that Article 9 provides a mechanism for a third party lender to obtain
senior lien rights on collateral purchased by the debtor as a purchase money
obligation.

42. PMSIs for Vendors
b. A “purchase money obligation” as an obligation that was “incurred as all or part of the
price of the collateral.”
1. UCC 9-103(1) limits PMSIs to goods and certain types of software.
2. PMSIs allow a debtor to borrow the purchase price of a good from a SP, while
at the same time using the good as collateral for the loan.
3. PMSIs allow for the purchase of goods without the debtor using a lot of cash.
4. A properly perfected PMSI provides the vendor with a first priority lien on the
purchased collateral, notwithstanding previously perfected liens by other (i.e.,
non-PMSI) SPs.
5. A vendor seeking PMSI protection must ensure that the transaction qualifies
under the terms of the UCC.

43. PMSIs for Vendors
b. A “purchase money obligation” as an obligation that was “incurred as all or part of the price
of the collateral.” (cont’d)
6. The money provided by the SP must, in fact, be used to purchase the particular collateral.
7. To obtain a first priority PMSI, the SP must also perfect its lien rights in the collateral.
8. Proper lien perfection depends on the type of collateral.
a. In the case of inventory and livestock, a PMSI lender must file a UCC financing
statement, but must also send an “authenticated notice” to other parties asserting
a lien in the inventory or livestock.
b. As to most other types of collateral, a PMSI lender need only file a financing
statement within 20 days of the debtor taking possession of the collateral.

44. UCC Article 2 Remedies for Vendors
a. Reclamation (UCC 2-702)
1. A vendor, under certain circumstances, to “reclaim” goods previously shipped to a
debtor.
a. Where the goods are purchased on credit by an insolvent debtor, the vendor may
reclaim the goods upon demand made by the vendor within ten days after the
debtor’s receipt of such goods.
b. If the debtor misrepresented to the vendor that it was solvent within three months
prior to the delivery of the goods, the ten day demand limitation does not apply.
c. Such rights are subject to a the rights of ordinary course or good faith purchasers
of the goods or, in the event the debtor files bankruptcy, Bk Code §546(c),
reclamation rights are subject to the rights of lienholders in the goods.
2. Reclamation rights are only valuable in bankruptcy to the extent there is not a properly
perfected lien in the goods to be reclaimed.

45. UCC Article 2 Remedies for Vendors (cont’d)
b. Anticipatory Breach (UCC 2-609)
1. When reasonable grounds for insecurity arise with respect to the performance of either
party, the other may in writing demand adequate assurances of due performance and if
commercially reasonable, suspend any performance pending such assurances.
2. The seller’s performance obligations (which it may suspend under UCC 2-609) are
shipping goods and providing any credit terms agreed on between the parties. If
reasonable grounds for insecurity exist, the seller may suspend its obligation to ship or
to provide credit.
3. An administrative claim in bankruptcy may not be sufficient as adequate assurances of
performance.
4. Vendors may, in certain instances, stop delivery of goods in transit without violating the
automatic stay or violating Bk Code §365.

46. UCC Article 2 Remedies for Vendors (cont’d)
c. Cash Before Delivery Upon Buyer’s Insolvency (UCC 2-702(1))
1. Where the seller discovers the buyer to be insolvent, the seller may refuse
delivery except for cash.
2. A chapter 11 filing presumes the customer is insolvent, in which case the
vendor may insist on cash-before-delivery payment terms, regardless of what
the contract provides.

47. True Lease Versus Secured Financing
a. Whether a transaction in the form of a lease creates a “true lease” or a security
interest is determined by the facts of each case. UCC 1-203(a)
b. Test: the transaction creates a security interest if the consideration is an obligation for
the term of the lease, not subject to termination and one of the following is true:
1. Original term of the lease is equal or greater to the remaining economic life of
the goods
2. Lessee is bound to renew the lease for the economic life of the goods or is
bound to become the owner of the goods
3. Option to renew for the remaining economic life of the goods for no (or
nominal) additional consideration
4. Option to purchase for no (or nominal) consideration

48. True Lease Versus Secured Financing (cont’d)
c. This test looks to the economic reality of the transaction at the time the parties entered
into the transaction.
d. It is advantageous to the estate for a transaction to be a security interest in a cram
down scenario (i.e., the DIP wants to retain the property, but only pay the current value
of the property, not the full amount due under the “lease”); a lease must be assumed or
rejected under Bk Code §365, whereas a secured obligation can be restructured.

49. About the Faculty
49

50. About The Faculty
Michael J. Kaczka - mkaczka@mcdonaldhopkins.com
Michael is a member in the Strategic Advisory & Restructuring Department of McDonald
Hopkins and resides in the Cleveland office. With engagements throughout the United
States, Michael focuses primarily on representing clients regarding strategic alternatives,
including: out-of-court and in court restructurings, workouts, bankruptcies, and receiverships;
mergers and acquisitions; refinancings; and sale transactions (both in- and out-of-court). He
also advises clients on fiduciary duties and other governance matters. Michael has
experience advising clients in a variety of industries, including manufacturing & industrial,
retail, franchises, plastics, real estate, food & restaurants, healthcare, automotive, and
chemical & metallurgical.
Michael earned a Juris Doctor from Case Western Reserve University School of Law and a
Bachelor of Arts, cum laude, from Washington and Lee University.
50

51. James Brand – JBrand@fredlaw.com
Mr. Brand is a shareholder at Fredrikson & Byron, P.A. in Minneapolis, Minnesota. He
represents and advises businesses, commercial lenders, and individuals in the areas of
corporate restructuring, creditors’ remedies, bankruptcy, secured transactions, and related
matters, both in and out of court. Mr. Brand has taught as an adjunct professor of law at the
University of Minnesota Law School and Mitchell Hamline School of Law. He is a graduate of
Valparaiso University and the University of Chicago Law School.
51
About The Faculty

52. Jonathan P. Friedland – jfriedland@sfgh.com
Jonathan Friedland is a senior partner in Sugar Felsenthal Grais & Helsinger LLP’s Chicago
office. He is ranked AV® Preeminent™ by Martindale.com, has been repeatedly recognized
as a “SuperLawyer,” by Leading Lawyers Magazine, is rated 10/10 by AVVO, and has
received numerous other accolades. He has been profiled, interviewed, and/or quoted in
publications such as Buyouts Magazine; Smart Business Magazine; The M&A Journal; Inside
Counsel; LAW360; Business Week.com; Dow Jones LBO Wire; and The Daily Deal.
Jonathan graduated from the State University of New York at Albany, magna cum laude,
in 1991 (after three years of study) and from the University of Pennsylvania Law School in
1994. Jonathan is also an active angel, venture capital, and private equity investor, and is the
founder and publisher of DailyDAC and Financial Poise. Click here to see his full biography.
52
About The Faculty

53. Craig E. Reimer – creimer@mayerbrown.com
Craig Reimer represents institutional administrative agents, secured lenders, indenture
trustees, pension funds, insurance companies, Fortune 100 companies and other creditors in
all aspects of out-of-court workouts, financial restructurings and bankruptcy proceedings. In
addition, Craig has served as debtor’s counsel in a number of complex chapter 11 cases
ranging involving the restructuring of billions of dollars of indebtedness. Craig also has
obtained extensive experience in real estate foreclosure actions across the country, including
representing secured lenders, special servicers and other stakeholders in CMBS transactions,
and has substantial experience advising secured creditors in connection with exercising
remedies under Article 9 of the Uniform Commercial Code. Craig joined Mayer Brown in
1992. To read Craig’s complete bio, please visit here.
53
About The Faculty

54. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email 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.
54

55. Commercial Bankruptcy Litigation is a must-have
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procedure to appeals.
Commercial Bankruptcy Litigation, 2d, 2022 ed.
eBook available through Thomson and Reuters and Amazon

56. Strategic Alternatives For And Against Distressed
Businesses, 2022 ed.
Strategic Alternatives for And Against
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eBook available through Thomson
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58. 58

59. ABOUT DailyDAC
DailyDAC.com is the leading source of
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60. About Financial Poise
60
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