Drafting Equity Pledge Agreements in Partnerships and LLCs: Strategies to Maximize Lender Protection

Steven O. Weise | Proskauer Rose LLP

Steve Weise is a partner in Proskauer Rose LLP’s corporate department, practicing in its Los Angeles office. He practices a wide range of commercial law. He spends much of his time on matters arising under the Uniform Commercial Code, especially under Article 9 – Secured Transactions. He is a nationally recognized expert in these matters. Steve is also authoritative on third-party opinion letters and contract law matters, especially online contracting, plain English drafting, contract drafting, and boilerplate.

Steve is a member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. For thirty years, Steve has been on many Uniform Commercial Code drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. Steve has been a Lecturer in Law at UCLA Law School, where he taught Uniform Commercial Code – Secured Transactions.

Steve was instrumental as an Adviser in the preparation of the recently-completed American Law Institute Restatement of the Law, Consumer Contracts and is active in many other Restatement projects. Steve is the former chair of the American Bar Association’s Section of Business Law and its Legal Opinions Committee. He has been the Reporter for many TriBar Opinions Committee reports on opinions under the UCC and has long been a member of the board of the Working Group on Legal Opinions.

Edwin E. Smith | Morgan, Lewis & Bockius LLP

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 2022 amendments to the Uniform Commercial Code addressing emerging technologies.

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), the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018), and the Uniform Special Deposits Act (2023). He is currently serving as a member of the Permanent Editorial Board for the Uniform Commercial Code and just completed serving as chair of the Uniform Law Commission committee that drafted the Uniform Assignment for the Benefit of Creditors Act (2025).

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 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.

Shelli Clarkston | Spencer Fane LLP

Shelli Clarkston is an attorney with Spencer Fane LLP where she provides financial institutions with proactive legal counsel on regulatory and compliance matters. She received her law degrees from the University of Missouri – Kansas City and her undergraduate degree from the University of Nebraska – Lincoln. In addition, she has a Master’s degree from Doane University.

Before joining Spencer Fane, she was the Risk and Compliance Officer for a financial services technology platform with one of the world’s largest technology companies, where she oversaw the regulatory compliance requirements of the platform and handled all risk-related matters. She also was General Counsel for a community bank, where she managed all legal, regulatory, compliance, and corporate matters.

Brian M. Devling | Spencer Fane LLP

Brian Devling represents lenders in the origination and workout of middle-market commercial finance transactions. Applying a resourceful and pragmatic approach to collaborative planning, he constructs strong foundations for consistently risk-averse and cost-efficient outcomes. Brian’s primary focus is representing asset-based lenders in structuring, negotiating, documenting, and maintaining credit facilities.

Brian counsels lenders throughout the life cycle of a credit facility, addressing changes in the borrower’s business and industry and, when necessary, advising in workouts, bankruptcies, and liquidations. He also has experience in financing transactions involving the agribusiness industry, equipment dealers, subordinated debt, and acquisitions by private equity firms.

Additionally, Brian represents lenders in commercial real estate loans and workouts, including construction loans and development loans. He has handled real estate foreclosures and deed-in-lieu transactions as well as dispositions of owned collateral.

Session I – Maximizing Lender Protection in Equity Pledge Agreements: Drafting, Amendments, and UCC Articles 8 and 9 Compliance | 2:00pm – 3:00pm

• Common mistakes in describing the collateral, especially partnership and limited liability company member interests
• The limited role of tokens
• Perfection methods including perfecting a security interest in an uncertificated security
• Why perfection by control is preferable to perfection by filing
• Practical problems in enforcing security interests in equity pledges

Break | 3:00pm – 3:10pm

Session II – Foreclosing on Equity Interests under UCC Article 9 | 3:10pm – 4:10pm

• Foreclosing on an equity interest, including the various foreclosure options
• Article 9 foreclosure rules
• Regulatory considerations
  • OCC/FDIC concerns
  • Cross-ownership prohibitions
  • Securities law considerations
  • Beneficial ownership reporting
  • Regulatory capital issues