COMMFINSYLLAS17.DOCX
November 25, 2016
COURSE SYLLABUS
COMMERCIAL FINANCE
Spring Term, 2017
Professor Charles W. Mooney, Jr.
Office: S-128
[email protected]
Office Hours: By appointment
Class Hours: Tues. and Thurs.
10:30a to 11:50a
This Syllabus outlines generally the material to be covered in this course. It does not
contain specific assignments for specific classes. Specific assignments will be posted on Canvas,
under “Files,” on a week-by-week basis on or before Friday of the prior week. The materials will
not always be covered in the order listed below.
It is possible that the material covered will be more or less than here described. YOU
SHOULD SAVE THIS SYLLABUS AND MARK IT TO REFLECT THE READING AND
DISCUSSION ASSIGNMENTS ACTUALLY MADE DURING THE COURSE.
I.
General Comments.
This course will provide an intensive examination of many of the practices and legal problems that
arise in the extension of credit, particularly business credit. The principal doctrinal focus of the course will
be on Article 9 of the UCC, which deals with security interests in personal property. Secured financing is at
the core of an enormous volume and variety of financing transactions that range from financing commercial
aircraft to financing an automobile. The course will focus on several examples and prototypes of
commercial finance, including inventory and receivables financing, equipment financing, leveraged leasing,
financing of leveraged buyouts, securitizations, and financing in the securities and other financial markets.
The course will also introduce basic practices and principles involved in the extension of both secured and
unsecured credit. Attention will be given to problems of relating the UCC to underlying legal principles of
general applicability and to other statutes, such as the Bankruptcy Code. Causes of the recent financial crisis
have been widely debated, but extensions of credit were at or near the core of most everyone’s analysis. At
the very time that some were blaming “easy credit” for the financial crisis, one of the principal problems
prevailing in the United States economy was the unavailability of sufficient credit. It seems that neither too
much (too “easy”) credit nor too little available credit is a good thing. This course will address the legal
environment for the extension of credit and the relationships between creditors and debtors. The approach
will be strictly neutral about the benefits and detriments of any particular extension of credit. On the other
hand, it will explore whether in general the legal regime should facilitate the extension of credit by one
consenting party to another. Inevitably, of course, a legal regime that permits useful and efficient extensions
of credit is necessarily one that also allows parties—debtors, creditors or both—to make some mistakes.
Article 9 and its official comments have been substantially rewritten and Revised Article 9
was promulgated in late 1998. (I was one of the two reporters who did the actual drafting of the
statute and comments.) Another set of revisions were promulgated in 2010 (2010 Amendments).
Revised Article 9 and the 2010 Amendments have been enacted by every state and the District of
Columbia. UCC Article 9 has become the prototype for secured transactions law reforms around
the world in the past 30 years.
II.
Classroom Approach; Class Participation; Attendance. Classes will involve lecture,
questions to me from the class, and questions to members of the class by me. The classes normally
will be used to work through the assigned problems. Preparation by students will be quite useful.
In particular, you should attempt to work through assigned problems before class. This course
introduces much new terminology and many new concepts, and it emphasizes the art and science
of mastering a great amount of statutory material. Thus, it will prove to be very difficult for those
who do not regularly attend. A seating chart will be prepared during the second week of class.
III.
Use of Laptops: Laptop computers should not be used to transcribe every word of class.
At the beginning of each class, I will summarize the materials we covered during the previous
class, and you are welcome to take these summaries down verbatim. With respect to class
discussions, however, you will get much more out of them if you listen and participate than if you
try to take down every word that is said. It is STRICTLY FORBIDDEN to use laptops during class
to check or send e-mail or to use the internet for any purpose.
IV.
Reading and Class Discussion Assignments.
Casebook:
Harris & Mooney, SECURITY INTERESTS IN PERSONAL PROPERTY
(6th ed. 2016) [“H&M”]
Statutory Supplement:
SELECTED COMMERCIAL STATUTES FOR SECURED TRANSACTIONS
COURSES (West 2016) [“Supp.”]
References to “Problems” in the following outline are to the problems in H&M.
General Introduction:
H&M pp. 1-13
Supp. - UCC Article 1
Chapter 1:
H&M pp. 15-65
All Problems
Chapter 2:
H&M pp. 67-93
Chapter 3:
H&M pp. 95-246 (but omit Section 4(B))
All Problems (but omit Problems 3.4.5 - 3.4.8)
Chapter 4:
H&M pp. 247-318
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Chapter 5:
H&M pp. 319-364
All Problems
Chapter 6:
H&M pp. 365-455
All Problems
Chapter 7:
H&M pp. 457-495
All Problems
Chapter 8:
Sections 1 & 2:
H&M pp. 497-510
All Problems
Chapter 9:
Sections 1, 2, & 3: H&M pp. 577-656
All Problems
V. Other Useful Materials. If you find it useful to supplement your reading and study of
H&M (amazing as that idea seems to me), you should consider consulting J. WHITE & R.
SUMMERS, UNIFORM COMMERCIAL CODE (6th Ed. 2010) (West Hornbook).
VI. Examination. The examination will consist of essay questions and some short-answer,
multiple choice, and/or true/false questions as well. The exam time will be not less than three and
one-half- hours and not more than four hours. All essay questions will be subject to a space
limitation for the answers. The exam is intended to evaluate your knowledge of the material
covered and, in particular, your ability to apply your knowledge to particular factual
circumstances. The desired process of analysis and explanation will be the same as in the
discussion of problems in class. Citations to applicable authorities (such as sections of the UCC,
the Bankruptcy Code, and cases and notes in H&M) will be desirable. Your ability to apply and
question the policies and rationale underlying “rules” of law, especially where available
authorities are not determinative, also will be evaluated. You will be permitted to bring to the
examination any materials desired (other than a friend). You must bring to the examination H&M
and Supp. As the time draws nearer, I will provide more particular information and guidance.
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