Treatment of Investment Property under UCC Articles 8 & 9 and the Hague Securities Convention


Live Broadcast on October 18, 2017

The presentation will address the components of security interests in, and secondary sales of, investment property. The relevance and effects of choice of law principles in financing and secondary sales transactions, including the effect of the recently ratified Hague Securities Convention, which alters the applicable choice of law rules in the area of intermediated securities, will be covered. A discussion of evolving opinion practice in this area will be included.

This course is co-sponsored by Wolters Kluwer.

Key topics to be discussed:

•   Scope of investment property as an asset class
•   Creation, perfection and priority of security interests in investment property
•   “Cut-off” rules applicable to transactions in investment property
•   Choice of law rules applicable to transactions in investment property

Date / Time: October 18, 2017

•  2:00 pm – 4:00 pm Eastern
•  1:00 pm – 3:00 pm Central
•  12:00 pm – 2:00 pm Mountain
•  11:00 am – 1:00 pm Pacific

Choose a format:

•  Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•  On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.


Sandra M. Rocks, Esq. is Counsel at Cleary Gottlieb Steen & Hamilton LLP in New York City. Ms. Rocks graduated from Columbia University School of Law in 1979 and was admitted to the New York State Bar in 1980. Ms. Rocks’ practice focuses on commercial financing, including secured transaction and bankruptcy law.

Ms. Rocks participated on behalf of EMTA (formerly the Emerging Markets Traders Association) in the development by The Hague Conference on Private International Law on the Law Applicable to Certain Rights in Respect of Securities Held with Intermediaries (the “Hague Securities Convention”), which became effective in the United States on April 1, 2017. She also participated in UNIDROIT projects to create Netting Principles (finalized May 2013) and the Convention On Substantive Rules For Intermediated Securities (finalized October 2009), acting as a co-coordinator for the private financial sector for UNIDROIT’s Study Group. Ms. Rocks was a member of the Subcommittee on Legal Issues of the Group of 30 Global Monitoring Committee (2005). She participated as an industry expert in connection with the United Nations Convention on the Assignment of Receivables in International Trade (finalized in 2004).

Ms. Rocks currently serves on the TriBar Committee on Legal Opinions and participated in the preparation of TriBar’s original and updated reports on security interest opinions under Article 9 of the Uniform Commercial Code (“UCC”). Ms. Rocks has served as chair and co- chair of various American Bar Association Business Law Section UCC committees.

Ms. Rocks is co-author of The ABC’s of the UCC, Article 8: Investment Securities. She has authored and co-authored numerous articles on UCC and securitization matters and is a frequent speaker on Articles 8 and 9 of the UCC and related international initiatives.

Ms. Rocks is a member of the American Law Institute and a member of the American College of Commercial Finance Lawyers.

Ms. Rocks is a member of the Board of Directors of Susquehanna University and a member of the Executive Committee of the Board of Directors of Hazon.

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Section I. Overview of the direct and indirect holding systems for investment property

Section II. Creation of security interests in investment property

Section III. Perfection of security interests in investment property
a) Perfection by filing
b) Perfection by possession
c) Perfection by control

Section IV. Priority rules with respect to interests in investment property
a) Priority between secured parties
b) Adverse claim cutoff rules

Section V. Choice of law rules with respect to transactions involving investment property
a) Under the UCC
        i. Debtor location based rules
        ii. Securities intermediary’s jurisdiction based rules
b) Under the Hague Securities Convention
        i. Overview of the Convention, its scope and applicability
        ii. Interplay with the UCC

Section VI. A word about legal opinion practice addressing security interests in and secondary sales of investment property