What’s Up with the Uniform Assignment for Benefit of Creditors Act?

Edwin E. Smith, Senior Consultant | Morgan, Lewis & Bockius LLP

Edwin E. Smith focuses on commercial law and insolvency, both domestic and cross-border, as a Senior Consultant at Morgan, Lewis & Bockius LLP. He advises creditors and counterparties on the insolvency and commercial risks that arise in sales, leasing, financing, investment securities, derivatives, and repo-style transactions, and his work spans workouts, bankruptcies, debt and structured financings, and international transactions. He is also a Uniform Law Commissioner and Life Member for the Commonwealth of Massachusetts.

• Education & Credentials

Mr. Smith received his Juris Doctor from Harvard Law School in 1974 and his Bachelor of Arts from Yale University in 1968. He is admitted to practice in Massachusetts and New York, including before the Massachusetts Supreme Judicial Court and the U.S. District Court for the District of Massachusetts.

• Recognition & Leadership

Chambers USA has recognized Mr. Smith as a Senior Statesperson in Bankruptcy/Restructuring and in Banking & Finance in Massachusetts (2021–2026), and Lawdragon has named him among the 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024–2026). His honors include the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012), an Achievement Award from the Boston Bar Association, the Massachusetts Bar Association, and the Uniform Law Foundation (2013), and the Excellence Award of the UCC Committee of the ABA Business Law Section (2009). He has also been listed in The Best Lawyers in America, with Lawyer of the Year designations in 2012, 2013, 2014, and 2020.

• Professional Involvement

Mr. Smith serves as a Board Member and Treasurer of the National Bankruptcy Conference, is a past Board Member of the American College of Bankruptcy, and is a member of the International Insolvency Institute. Within the Uniform Law Commission, he chaired the Drafting Committee to amend the Uniform Fraudulent Transfer Act, now the Uniform Voidable Transactions Act, as well as the drafting committees for the 2022 UCC amendments addressing emerging technologies and the 2002 amendments to UCC Articles 3 and 4, and the Joint Review Committee for the 2010 amendment to UCC Article 9. He is a member of the Permanent Editorial Board for the UCC and a Life Member of the American Law Institute, a past Chair of the UCC Committee of the ABA Business Law Section, a past President of the American College of Commercial Finance Lawyers, and has served as a U.S. Delegate to UNCITRAL working groups on international receivables financing and the secured transactions guide.

• Experience

Mr. Smith’s insolvency experience includes serving as counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, to UBS AG in the Chapter 9 bankruptcy of the City of Detroit, to various creditors of Lehman Brothers Holdings Inc. and its subsidiaries, to Chapter 11 plan administrators for Refco Inc. and the Chapter 11 trustee of Refco Capital Markets Ltd., and to asset purchasers in the Chapter 11 of Sun Edison. Outside of court, he has represented bank syndication agents, syndicate members, and derivative obligation holders in restructurings, and counseled a hedge fund on settling counterparty claims and restructuring investor arrangements toward liquidation.

He has taught secured transactions as a faculty lecturer at Harvard Law School, Northeastern University Law School, and Suffolk Law School, and at Boston University Law School’s Morin Center for Banking Law Studies. He speaks regularly for organizations including the American Bankruptcy Institute, the National Conference of Bankruptcy Judges, ALI-CLE, the American Bar Association, and the Practicing Law Institute.

Laura N. Coordes, Professor of Law | Sandra Day O’Connor College of Law, Arizona State University

Laura N. Coordes served as Reporter for the Uniform Law Commission’s Drafting Committee on Assignments for the Benefit of Creditors (2023–2025), after first serving as Reporter for the Commission’s Study Committee on the same subject (2022–2023). In that role, she translated the committee’s policy decisions into statutory text and coordinated with other committees to keep the draft aligned with the Commission’s goals. She is a Professor of Law at Arizona State University’s Sandra Day O’Connor College of Law. Her research focuses on bankruptcy and financial distress, commercial law, large corporate reorganizations, international and comparative insolvency law, and local government finance.

• Education & Credentials

Professor Coordes earned her J.D. with honors from the University of Chicago Law School in 2010. There she was an Olin Program in Law and Economics Bradley Fellow and served on the University of Chicago Law Review. She received her B.A. summa cum laude from New York University in 2006, along with the Founders’ Day Award and membership in the Dean’s Honor Society. She was admitted to the New York State Bar in 2011.

• Recognition & Leadership

Professor Coordes is a Fellow of the American Bar Foundation. She was named to the American Bankruptcy Institute’s 40 Under 40 in 2020 and was an American Bankruptcy Law Journal Academic Fellow in 2018. She is Chair-Elect of the AALS Section on Commercial & Consumer Law, where she has served on the Executive Committee since 2022. She is also Co-Chair of the Insolvency Law Academy’s Insolvency Scholars Forum and co-founder of the Research Network on Public Authorities and Financial Distress. At ASU, she served as Associate Dean of Faculty from 2022 to 2023.

• Professional Involvement

She serves on the ABA Business Law Section’s UCC Committee Task Force and the ABI Veterans Task Force, and she has been a member of the American Bankruptcy Institute since 2014. She is a contributing editor for Bankruptcy Law Commentaries, a regular contributor to the Bankruptcy Law Letter, and a volunteer editor for ABI Volo. She has served on the American Bankruptcy Law Journal’s board (2019–2022) and has been a peer reviewer for the journal since 2015. She has also served on the Education Committee of the National Conference of Bankruptcy Judges (2020–2021, 2025–2026) and the INSOL I-READ Editorial Committee (2021–2022), and she is an Honorary Master of the Arizona Bankruptcy American Inn of Court.

• Experience

Professor Coordes has presented on the Uniform Assignment for Benefit of Creditors Act to audiences including an American Bar Association webinar (December 2025), the ABA Business Law Section Spring Meeting (April 2025), the Nebraska State Bar Association (2026), and Resolute Workout Camp (2024), and has addressed bankruptcy court interaction with uniform state law for the Federal Judicial Center (2026). Before entering academia, she practiced in the Business, Finance and Restructuring Department of Weil, Gotshal & Manges in New York.

She teaches Chapter 11 Bankruptcy, Advanced Bankruptcy, Secured Transactions, and Contracts. Her books include The Law of Bankruptcy, 6th edition (West Academic, 2024), with Charles Jordan Tabb and Kara J. Bruce, and Article 9 Plainly Stated (West Academic, 2022), with Adrian Cohen, and her recent articles include Chapter 11 Mediation, 41 Emory Bankruptcy Developments Journal 153 (2025), and Bankruptcy Overload, 57 Georgia Law Review 1133 (2023).

SESSION 1 – Background and Commencing an ABC Under the Act | Laura N. Coordes & Edwin E. Smith | 2:30pm – 3:15pm

This session explains why the Uniform Law Commission promulgated the Act and how it makes the ABC an additional state-law method for winding up a distressed business. Attorneys will learn who may be an assignor, which assets are assigned, when an ABC may be made in an enacting state, the qualifications required of an assignee, what the assignment agreement must contain, and when an ABC becomes effective. Attendees leave understanding when an ABC under the Act is an appropriate alternative for a distressed business and how one is put in motion, including how assets are conveyed and how creditors are notified.

SESSION 2 – Administering and Winding Up the Assignment Estate | Laura N. Coordes & Edwin E. Smith | 3:15pm – 4:00pm

This session follows the ABC once the assets are in the assignee’s hands: the duties and powers of the assignee, the claims resolution process, the rights of a transferee of assets from the assignee, and the distribution waterfall that determines how creditors are paid. Attorneys will learn when an assignee may be liable to the assignment estate, when a new assignee may be appointed, how the estate is wound up, and the degree of court involvement the Act contemplates. Attendees leave with a working map of the process through the close of the estate, including interstate transactions, variation by agreement, the treatment of non-participating and secured creditors, and the Act’s transition rules.