Commercial Finance (Tosato)
Faculty
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| Andrea Tosato Visiting Professor atosato@law.upenn.edu |
Additional Information
Skills Training
Drafting Legal Documents
Grading
100% Exam,
Other (Class participation will be considered for borderline grades in accordance with usual procedures)
Exam
Essay,
Take Home,
Open-Book
No
Class meets in person.
Course Continuity
Students are encouraged to stay home if you are ill or experience flu-like symptoms. If you miss a class for any reason, it is still your responsibility to make up the work missed.
I offer the following to students who miss class due to illness:
- Class sessions are regularly recorded. I will make these recordings routinely available on the course site to everyone in the class.
- I will make PowerPoint slides or other class materials routinely available on the course site to everyone in the class.
Meeting Times/Location
MW 3:00PM - 4:20PM
Gittis Hall 2
Category
Upper-Level
Credits
3.0
Secured transactions (sometimes referred to as “asset-based lending”) underpin over $20 trillion dollars in lending across the United States. Yet most people fail to grasp the ubiquity of these dealings and their importance to modern economies.
In a secured transaction, a debtor and creditor agree that if the debtor defaults on an obligation, such as a loan, the creditor can seize and sell specified property of the debtor to recover what they are owed. From the simple act of pawning goods to an esports star, such as Ninja, leveraging future earnings, tech giants like OpenAI securing funds against their intellectual property portfolio, or Elon Musk obtaining a loan from a syndicate of banks to acquire Twitter, secured transactions are the invisible fuel that powers a vast range of economic activities.
But the impact of secured transactions extends beyond the economic. Secured credit provides a gateway to success for entrepreneurs and minorities who cannot rely on generational wealth. By democratizing access to capital, secured transactions serve an essential socio-economic function, enabling businesses to thrive and, thus, facilitating upward social mobility.
This course will provide an intensive examination of the legal framework governing secured transactions in the United States, with a principal focus on Article 9 of the Uniform Commercial Code (UCC). Adopted uniformly across all fifty states, Article 9 establishes the core rules for using personal property as collateral. We will delve into prototypical secured transactions, including receivables financing, leasing, securitizations, and more. You will also gain expertise on trending issues like using intellectual property and digital assets – including Bitcoin and NFTs – as collateral. By course end, you will have a sophisticated understanding of the law empowering debt finance from small businesses to global enterprises.
Business and Corporate Law Learning outcomes: Demonstrate a core understanding of business and corporate law; Perform legal analysis in the context of business and corporate law; Communicate effectively on topics related to business and corporate law; Demonstrate an understanding of the interconnection between the world of business and finance and that of business and corporate law, and how they affect other areas of law and society.
International Corporate and Trade Law
Property and Real Estate Law Learning outcomes: Demonstrate a core understanding of property and real estate law; Perform legal analysis in the context of property and real estate law; Communicate effectively on topics related to property and real estate law; Demonstrate an understanding of how property and real estate law affect other areas of law.
Textbooks
"Security Interests in Personal Property" by Steven L Harris & Charles W Mooney Jr |