The last few years brought some notable changes to the asset-based lending industry. The 2010 Amendments to UCC Article 9 (“2010 Amendments”), the first significant changes since 1998, mostly clarified existing law but also impacted critical parts of the UCC search and filing process. Some UCC professionals struggled to keep track of the changes—which were adopted by the states at varying times and with subtle differences—and how those changes would affect their workflows.
We at CSC were curious about the impact of the 2010 Amendments and how UCC professionals are now managing their search, filing and monitoring needs. We issued a call to action to the industry to participate in a landmark survey of UCC Article 9 best practices and trends. More than 2,000 people responded, with more than 1,200 answering all 35 questions. Here are some of the key things we learned from the survey results.
1. The answer to the question “What are your peers doing?” is “Pretty much the same thing as you.”
We asked survey respondents to tell us about their UCC searching and filing transactions and how they monitor their UCC portfolios for changes. Most (76%) said they search and file through a third-party UCC service provider, although 42% also search and file directly with the jurisdiction. The typical searcher is searching against exact names and name variations in state-level records, while the typical filer is filing financing statements, electronically wherever available, against all assets, equipment, inventory, fixtures or accounts receivable.
Eighty percent of respondents said they believe that it is important to monitor a UCC portfolio for debtor name or status changes, but many do not actually track corporate debtor name changes, additional UCCs filed against debtors, or bankruptcy filings by debtors. Because post-filing changes can impact lien priority, lenders should establish monitoring procedures or take advantage of third-party monitoring solutions to help protect their portfolios.
2. The 2010 Amendments posed something of a challenge to UCC professionals, and many still have lingering questions.
Survey respondents said that the biggest impacts of the 2010 Amendments were trying to stay informed about state-by-state changes (54%), closely followed by determining the correct name of an individual debtor (45%). Though 36% struggled with using the new UCC forms in many states, 40% of respondents said that none of the changes to the forms were very significant. Most survey participants stayed informed about the amendments through service providers, trade associations, or industry publications.
Respondents asked us dozens of questions about this topic, including when we anticipate another round of changes and when remaining states might enact the 2010 Amendments. Participants indicated that they are still uncertain about choosing the correct debtor name, particularly when filing against an individual debtor, and how that process differs depending on whether a state enacted the “Alternative A” or “Alternative B” debtor name provision. One respondent summed it up nicely: “Why aren’t more of the states uniform? Doesn’t the ‘U’ in ‘UCC’ stand for Uniform?”
For those who are still unsure about procedures and best practices, post-2010 Amendments charts and reference materials are available at www.CSCTransactionWatch.com/amendments.
3. Now we know some of the best educational resources in the UCC Article 9 industry.
CSC wanted to identify the best industry resources for news and education, so we asked survey respondents how valuable they found certain methods of gaining information about UCC topics. Attending web seminars on industry topics took the top spot, with 78% of participants rating this method as “very” or “somewhat” valuable. Respondents also said they valued reading industry publications (74%) and subscribing to industry e-newsletters (65%).
Nearly half of survey participants said they valued joining industry trade associations and attending industry events and conventions. When asked to rank the best national association for news and information related to UCC Article 9, survey participants gave the American Bankers Association the top spot in the association category—not surprising, since 43% of survey respondents work for banks. The American Bar Association and Commercial Finance Association came in as the runners up in this category.
Social media has not caught on as a method of gaining UCC news and updates, with only 14% valuing LinkedIn group discussions and 9% valuing Twitter conversations as an educational tool.
We were pleased with the industry’s response to our survey, and we are still culling the data we received for additional insights into UCC trends and best practices. It’s evident that UCC professionals take their searching and filing responsibilities seriously and want to stay informed about changes like the 2010 Amendments to UCC Article 9. We hope that our survey answered a few outstanding questions about UCC best practices and that it serves as a catalyst for more discussions and education for many months to come.
For more information about CSC’s UCC Article 9 survey or to download an infographic of the results, visit www.uccsurvey.com.
CSC, a privately held business and legal services organization, provides matter management, corporate compliance, and trustee services for companies and law firms worldwide; digital brand services for top global brands; and due diligence and transactional services for the world's largest financial institutions. Founded in 1899, CSC has more than 1,800 employees throughout North America, Europe, Africa and the Asia-Pacific region. Learn more at www.cscglobal.com.