Continuing Legal Education

TELESEMINAR: UCC Toolkit: Equipment Leases – A National Perspective

September 11, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


Equipment leasing is increasingly commonplace as companies choose to lease rather than buy the computers and servers, office equipment, machines, cars and other capital equipment essential to operating their businesses. Equipment leases have also become exceptionally complex over time, resembling financially engineered instruments as much as traditional leases.  The leases must comply with UCC Article 2A or risk financially disadvantaging the lessor and/or the lessee. If a lease is re-characterized as a sale or a security interest because of its terms, the lease’s underlying economics are altered dramatically. This program will also provide you with a practical guide to reviewing and marking up an equipment lease, ensuring compliance with UCC Article 2A to mitigate the risk of re-characterization as a sale or security interest, and undering the rights and obligations of the parties.


  • Reviewing and marking up equipment leases and ensuring UCC Article 2A compliance
  • Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies
  • Types of leases – “true,” synthetic, “lease to own,” and more
  • Lease terms and facts leading to re-characterization of a “true lease” as a sale or financing
  • Adverse financial, tax and practical consequences where a “lease” is really a sale of the equipment
  • Red flags and traps of financeable leases – and how to ensure UCC 2A compliance


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Program Speaker:
Barry A. Graynor,
Cooley, LLP, California


Barry A. Graynor is Special Counsel in the San Francisco office of Cooley, LLP, where his practice focuses on secured lending and equipment leasing transactions, with an emphasis in the financing of shipping containers, airplane engines and other transportation equipment.   He has handled a wide variety of transactions, including secured loans, operating and capital leases, and lease/management programs.  He formerly served as co-chair of the ABA Subcommittee on Equipment Leasing and the author of "Equipment Leasing: An Introduction" published in the California Business Law Practitioner, and the chapter on remedies in “Drafting Business Contracts: Techniques & Forms,” Continuing Education of the Bar.  Mr. Graynor received his B.A. summa cum laude from the University of California, Los Angeles, and his J.D. cum laude from Harvard Law School.