Bingham

Bingham

Edwin E. Smith

Partner

Edwin Smith is the former co-chair of the firm’s Financial Services Area. Since joining the firm in 1974, he has concentrated his practice in general corporate and commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. Having actively participated in the drafting of a number of the recent revisions to the Uniform Commercial Code (UCC), Chambers USA, 2005 notes he “probably knows as much about UCC as anybody in the country.”

Prior to being named a partner in 1981, Ed spent three and a half years in the firm’s London office, where he concentrated in international financing and commercial transactions.

He has been a guest speaker for bar and trade organizations including ALI-CLE, the American Bar Association, the American Bankruptcy Institute, the International Insolvency Institute, the Association of Commercial Finance Attorneys, the Boston Hedge Fund Group, the Commercial Finance Association, the National Conference of Bankruptcy Judges, the Equipment Leasing Association, the Practicing Law Institute, the Risk Management Association and various local bar associations.

Experience

Public

  • Counsel to UBS AG in the Chapter 9 bankruptcy of the City of Detroit
  • Counsel to Cantor Fitzgerald & Co. in the Chapter 11 of The Sand Spring Funds
  • Counsel to various creditors of Lehman Brothers Holdings Inc. and its subsidiaries
  • Counsel to senior secured lenders of Muzak Inc.
  • Counsel to major contractor in U.S. Shipping Partners L.P.
  • Counsel to Chapter 11 plan administrators for Refco Inc. and its subsidiaries
  • Counsel to Chapter 11 trustee of Refco Capital Markets Ltd.
  • Counsel for prepetition and postpetition bank syndication agents in Omni Facility Services Inc.
  • Counsel for prepetition and postpetition bank syndication agents in NationsRent Inc.
  • Counsel for prepetition and postpetition bank syndication agent in Freedom Forge Corporation
  • Counsel for leveraged lease investor in Covanta Energy Inc.
  • Counsel to prepetition agent in Allied Digital Inc.
  • Counsel for prepetition and postpetition bank syndication co-agent in HVIDE Marine Inc.
  • Counsel for prepetition, postpetition and exit bank syndication agent in Lamonts Apparels Inc.
  • Counsel for prepetition syndication agent in Search Capital Corporation
Private
  • Counsel to private placement noteholders on workout of notes issued by a major finance company
  • Counsel to various noteholders in financially distressed structured investment vehicles
  • Counsel to major money center bank on syndicated secured loan to a large hedge fund
  • Counsel to international custodian on custody arrangements for various mutual and hedge funds, including funds of funds
  • Counsel for bank syndication agents syndicate members and holders of derivative obligation in numerous out-of-court debt restructurings
  • Counsel for domestic and foreign trade receivables securitization conduit
  • Counsel for issuer in cross-border synthetic securitization
  • Counsel for energy project lender and investor
  • Counsel to leading insurer of UCC security interests
  • Adviser to leading financial institutions on strategic and compliance issues in the areas of equipment leasing, payment systems, trade finance, securities custody arrangements secured transactions and derivatives
  • Adviser to numerous hedge funds on securities custody arrangements

Events

  • Treasure, or Fool’s Gold? Secured Transactions in the Caribbean and Revised Article 9, American Bankruptcy Institute's Caribbean Insolvency Symposium, San Juan, Puerto Rico (2014)
  • Uniform Fraudulent Transfer Act Amendments 2014: A View from the Uniform Law Commission, Strafford Webinar (2014)
  • Security Interests in Investment Property, Institute for Strategic Negotiations (2014)
  • Secured Transactions 2014: What Lawyers Need to Know About UCC Article 9, Practising Law Institute Webinar (2014)
  • Panelist, Bingham Institute ‒ Global Debt Restructuring: Not What It Used To Be, New York (2013)
  • UCC Updates Dissected: What the Newest Legislative Changes Provide, MCLE Program Alert conference, Boston (2013)
  • MCLE Program Alert conference, Boston (2013)
  • Collateral Descriptions Under UCC Article 9: Searching for Perfection, Strafford Webinar (2013)
  • UCC Article 9 Update: Preparing for the New Rules, Strafford Webinar (2013)
  • Perfecting Security Interests in Deposit Accounts, Securities Accounts and Other Investment Property, Webinar (2013)
  • Current Developments in Municipal Bankruptcy, Webinar (2013)
  • Panelist, International Commercial Transactions, New England Law Boston - Center for Business Law conference (2013)

Publications

  • “Taking and Enforcing Security Interests in Personal Property,” Massachusetts Continuing Legal Education, Inc. (4th ed. 2013)
  • “An Updated Summary of the 2010 Amendments to Article 9 of the Uniform Commercial Code,” Uniform Commercial Code Law Journal, Vol. 45, No. 2 (Aug. 2013)
  • Co-author, “What is Next for the City of Detroit?,” (February 19, 2013)
  • Co-author, “First Circuit Sheds Light on the Scope of “Commercially Reasonable” Security Measures for Funds Transfers,” bingham.com (July 24, 2012)
  • Co-author, “Secured Transactions Under the Uniform Commercial Code and International Commerce,” LexisNexis, 2nd ed. (2011)
  • “Setoff Issues in Derivative Transactions: The Lehman Experience,” Norton Journal of Bankruptcy Law and Practice (December 2010)
  • “A Summary of the 2010 Amendments to Article 9 of the Uniform Commercial Code,” Uniform Commercial Law Journal, Vol. 42, No 4 (October 2010)
  • Co-author, “Summary of the Dodd-Frank Wall Street Reform and Consumer Protection Act,” Bingham.com (Oct. 12, 2010)
  • Contributing Author, Collier on Bankruptcy 16th ed.
  • Reporter, “Additional Report of the Joint Task Force on Deposit Account Control Agreements,” The Business Lawyer, Vol. 64 (May 2009)
  • Co-author, “The FDIC and Creditors’ Rights in the Event of an Insured Bank Failure,” The Banking Law Journal, Vol 126 No 4 (April 2009)
  • Co-author, “Cleansing Bankruptcy Claims,” Bloomberg Corporate Law Journal, Vol. 2 (2007)
  • “The Effect of the Uniform Certificate of Title Act on Secured Transactions,” Consumer Finance Law Quarterly Report, Vol. 60 (Summer 2006)
  • Reporter, “Initial Report of the Joint Task Force on Deposit Account Control Agreements,” The Business Lawyer, Vol. 61 (February 2006)
  • “Second Liens Highlight Potential Pitfalls in Workouts,” Renaissance (Morris Anderson & Associates Ltd., 2005)
  • “U.N. Convention: Removing Troublesome Legal Barriers,” ABF Journal (September 2003)
  • Co-author, “Nine Questions: Secured Debt Deals in the 21st Century,” American Casebook Series (Thomson/West, 2003)
  • Co-author, “A Short Summary of the United Nation’s Convention on the Assignment of Receivables in International Trade,” Uniform Commercial Code Law Journal, Vol. 35 (Summer 2002)
  • Co-author, “Toward Facilitating Cross-Border Secured Financing and Securitization: An Analysis of the United Nation’s Convention on the Assignment of Receivables in International Trade,” The Business Lawyer, Vol. 57 (February 2002)
  • Co-author, “The Draft UNCITRAL Convention on Assignment of Receivables in International Trade: A Summary of the Key Provisions as Completion Draws Near,” Uniform Commercial Code Law Journal, Vol. 33 (Winter 2001)
  • Co-author, “Revised UCC Article 9’s Transition Rules: Insuring a Soft Landing,” The Business Lawyer, Vol. 55 (May/August 2000)
  • “Overview of Revised UCC Article 9,” The American Bankruptcy Law Journal, Vol. 73 (Winter 1999)
  • Co-author, “International Secured Transactions and Revised UCC Article 9,” Chicago-Kent Law Review, Vol. 74 (1999)
  • “The Draft UNCITRAL Convention on Assignment in Receivables Financing: A Brief Overview,” University of Pennsylvania Journal of International Economic Law, Vol. 20 (1999)
  • “Introduction to Revised UCC Article 9,” The New Article 9, American Bar Association Section of Business Law (1999)
  • “The United States Modernizes Its Secured Transactions Law,” Journal of the Japanese Institute of International Business Law, Vol. 27 (1999)
  • “The Revised UCC Articles 8 and 9: A Transition Checklist for the Commercial Lender’s Security Interest in Investment Securities,” Uniform Commercial Code Law Journal (Fall 1997)
  • Co-author, “Massachusetts Legislation Codifying the Law of Personal Property Leasing: Article 2A of the Uniform Commercial Code,” Massachusetts Law Review, Vol. 81 (December 1996)
  • “Commentary on ‘Abolish the Article 9 Filing System’,” Minnesota Law Review, Vol. 70 (1995)
  • Co-author, “Lending to Limited Liability Companies,” Commercial Lending Review (Fall 1995)
  • “Article 9 in Revision: A Proposal for Permitting Security Interests in Nonassignable Contracts and Permits,” Loyola of Los Angeles Law Review, Vol. 28 (1994)
  • “Executory Contracts as Collateral,” Commercial Lending Review, Vol. 3, Nos. 1-2 (1987–1988)

Memberships

  • INSOL International
  • Uniform Law Commissioner, Commonwealth of Massachusetts (Life Member)
  • Chair, Drafting Committee to Amend the Uniform Fraudulent Transfer Act
  • Chair, Joint Review Committee for the 2010 amendment to Article 9 of the Uniform Commercial Code
  • Drafting Committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code
  • Chair, Drafting Committee for 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code
  • Drafting Committee for the Uniform Certificate of Title Act, the Uniform Assignment of Rents Act and the Revised Uniform Liability Company Act
  • Past Chair, Uniform Commercial Code Committee of the Business Law Section of the American Bar Association
  • Permanent Editorial Board of the Uniform Commercial Code
  • U.S. Delegate to United Nations Commission on International Trade Law (UNCITRAL) working groups on international receivables financing and secured transactions guide
  • American Law Institute (Life Member)
  • National Bankruptcy Conference
  • Past President, American College of Commercial Finance Lawyers
  • Board Member, American College of Bankruptcy
  • International Insolvency Institute
  • Faculty Lecturer, Secured Transactions, Northeastern University Law School
  • Teaching Faculty, Morin Center for Banking Law Studies at Boston University Law School; courses include Secured Transactions, Transnational Lending and Trade Finance
  • Faculty Lecturer, Secured Transactions, Suffolk Law School
  • Faculty Lecturer, Secured Transactions, Harvard Law School
  • Boston Bar Association
  • Massachusetts Bar Association
  • New York Bar Association

Awards & Honors

  • Best Lawyers, Lawyer of the Year, Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization, Boston (2014)
  • Best Lawyers, Banking and Finance Law; Bankruptcy and Creditor Debtor Rights/Insolvency and Reorganization, Corporate, and Equipment Finance Law (2014)
  • Best Lawyers, Banking Law, Bankruptcy and Creditor-Debtor Rights Law, Corporate Law, and Equipment Finance Law (1998–2012)
  • Best Lawyers, Lawyer of the Year, Corporate Law, Boston (2012)
  • Best Lawyers, Lawyer of the Year, Banking and Finance Law, Boston (2013)
  • Achievement Award jointly given by the Boston Bar Association, the Massachusetts Bar Association and the Uniform Law Foundation (2013)
  • Chambers 100 USA 2013 Shortlist, Banking & Finance
  • Chambers USA, Banking and Finance and Bankruptcy/Restructuring, (2005, 2007, 2009–2013)
  • Chambers Global, Banking and Finance (2006, 2010–2014)
  • Chambers USA, Star Individual, Banking and Finance, Massachusetts (2012–2013)
  • Homer Kripke Achievement Award by the American College of Commercial Finance Lawyers (2012)
  • Who’s Who Legal: The International Who’s Who of Banking Lawyers (2012)
  • Expert Guides: Guide to the World’s Leading Banking Lawyers, Leading Expert, United States (2009)
  • Excellence Award from the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association (2009)
  • Super Lawyers, Massachusetts (2004–2007)
  • Lawdragon 3000, Leading Lawyers in America (2006)

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