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The Law and Business of Factoring
        Syllabus

CONFERENCE DAY 1
CONFERENCE DAY 2


CONFERENCE DAY 1
7:00 AM: Registration and Continental breakfast.
8:00 AM to 4:30 PM - Includes 1 hour Lunch and two 15 minute Breaks.

Why Factor Without Recourse?
  • Usury - Does Non-Recourse Help?
  • Bankruptcy And The Automatic Stay

Structuring The Factoring Product

  • Notification Vs. Non-Notification; Notification Is Important, Don't Give It Away
  • Pricing Options
  • Committed Or Discretionary
  • Important Pricing Issues
  • Revenue Enhancing Ideas
  • How And Why To Take All The Collateral You Can


Account Debtor Issues

  • How Notification Works And Its Effects
  • Comparison of Lock Box Notification - More Difficult Than You Think
  • Notification Letters
  • How To Get And Use Setoff Waivers
  • Never Pay Surplus Funds To Anyone Other Than the Account Debtor
  • How To Recover Attorneys Fees And Late Charges
  • How To Eliminate Dilution - It Can Be Done!
Forms Provided

Notice to Account Debtor, friendly and not so friendly
Aggressive Notice of Assignment
Waiver of Defenses by Account Debtor
Soft Setoff Waiver Letter


Factoring And Bankruptcy

  • Summary Of Bankruptcy Law - Chapter 11 And Chapter 7
  • Factoring A Debtor In Possession - It's Better Than You Think
  • What To Do If Your Client Goes Bankrupt
  • What To Do If Your Client Becomes Bankrupt Without Telling You
  • Factoring Opportunities In Bankruptcy
     

Client Industry Analysis - Avoid Some - Pursue Others - Warning Signs

  • Construction
  • Staffing
  • Healthcare
  • Agricultural Products
  • Trucking
  • Advertising Agencies
     

Summary of the Law of Secured Transactions

  • How To Perfect A Security Interest
  • Advantage of Title Insurance
  • Exotic Collateral
  • Priority Issues
  • Purchase Money Security Interests And How to Beat Them
  • How to Upgrade Priority from Junior to Senior
  • Use of Marshalling Concepts
  • Secret Liens
  • Negative Pledge - A Positive Step
  • Federal Tax Liens - How To Deal With Them?
  • State Tax Liens And Judgments - Do They Mess You Up?
  • Administrative Issues That Could Kill You
  • Change In Name Of Debtor
  • Change In Business Form Of Debtor
  • Movement Of Collateral
  • Proceeds - Filing On Inventory Is A Filing On Accounts
  • The "Ideal" UCC Filing
Forms & Exhibits Provided

Quickie IRS Lien Subordination Letter
The Perfect Collateral Description
The Best Intercreditor Agreement Around
Notice to Senior Secured Creditor. You never heard of this form but you'll LOVE it!
Amendment of Partnership Agreement
Consent To Junior Lien
UCC Filing Chart
IACA Model Rules
Takeout Of Factor Issues
Dangerous Filing Words
Authorization To File Financing Statement
What's In A Name


CONFERENCE DAY 2
7:00 AM: Continental breakfast.
8:00 AM to 2:45 PM - Includes 45 minute Lunch

Account Debtor Quality - Are Some Better Than Others?
  • Governmental Accounts - Federal, State And Local
  • Consignments
  • Guaranteed Sales
  • Contras
  • Foreign Accounts - Use Of Letter Of Credit And Other Enhancement Devices
     

Detailed Review Of The Factoring Agreement
 
  
Forms Provided

Factoring Agreement
Post Office Change of Address Form Letter


Dealing With Other Secured Creditors

  • The Best Way to Takeout Another Lender
          Potential Problems
          Proper Steps
  • Intercreditor Agreement Issues
  • Participations
Forms Provided

Assignment By Outgoing Lender to You. You need this more than you think.
Indemnity To/From Other Lender
Participation Agreement


Factoring Documentation Issues

  • The Factoring Agreement
  • Turbo-Charging Provisions Such As Termination Protection, Litigation Protection, Foreclosure Bonuses, And Others Which You May Never Have Heard Of
  • Guarantees
Forms Provided

Validity Guaranty


Preliminary Steps In Documenting A Deal - Due Diligence Will Save The Day

  • Corporate Status
  • UCC Searches - What You Learn And What You Don't
  • Trade Name Issues; Problems with Searches
  • Determining Debtor Entity Type - Do It Right Or Pay The Price
  • Types of Entities To Avoid
  • Search Under Old And New Article 9
  • Form 8821
Forms Provided

Credit Application Enhancements


Additional Products You Can Sell

  • Purchase Order Financing
  • Letter Of Credit
  • Supplier Guarantees
  • Equipment Financing And Leasing
  • Unsecured Credit - Learn How To Do It And Make Money
Forms Provided

Supplier Guaranty
Guaranty Request Letter
Collection Rider


Enforcement After Default

  • Sale Of Collateral
  • Taking Possession Of Collateral


Lien Priority Issues

  • How The IRS Can Prime You... And How To Avoid It
  • Purchase Money Priority... And How To Avoid It
  • Judgement Lien Priority... And How To Avoid It
  • Intercreditor Agreements; What They Do And What They Don't Do