Penelope L. Christophorou’s practice focuses on commercial financings and creditors’ rights, including advising and negotiating secured transactions, securities and digital asset holding arrangements, structures to reduce credit risk and regulatory capital, derivatives, structured financings, workouts, and DIP financing.

She also advises on close-out and netting rights under the U.S. Bankruptcy Code and other insolvency regimes. She represents leading U.S. and non-U.S. financial institutions, clearinghouses, corporate borrowers, private equity, and sovereign clients in these matters.

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Selected Activities

  • Member of the American Law Institute
  • Chair of the American Bar Association Business Law Section
  • Faculty; Financial Institutions, Markets, and Transactions Training Series; 2022 to 2023
  • Speaker or chair at leading conferences on matters involving commercial finance
  • Past-Immediate President of the American College of Commercial Finance Lawyers
  • Vice-Chair of the board of directors of the Citizens Union, a nonprofit organization that works to enhance good governance in New York City and New York State
  • Past chair of the American Bar Association Business Law Section Membership with responsibility for section-wide CLE programming
  • Council member of the American Bar Association Business Law Section, the section’s governing body from 2013 to 2016
  • Chairperson of the Uniform Commercial Code Committee of the American Bar Association from 2009 to 2012. She previously was chairperson of its Investment Securities Subcommittee
  • Chairperson of the Uniform State Laws Committee of The Association of the Bar of the City of New York from 2000 to 2003

Publications

“What Happens if Congress Fails to Raise or Suspend the Debt Ceiling: How Market Participants Can Prepare for a Worst Case Scenario,” Cleary Gottlieb Alert Memo, January 25, 2023 (Co-author) 

“SEC Proposes Treasury Clearing Mandate,” Cleary Gottlieb Alert Memo, September 20, 2022 (Co-author) 

“New Business Law Section Book Reveals Richness and Complexity of Commercial Law Globally Through the Lens of Financial Collateral,” ABA Business Law Today, January 04, 2022 (Co-author)

Global Financial Collateral: A Guide to Security Interests in Securities, Securities Accounts, and Deposit Accounts in International Transactions, August 2021 (Editor-in-Chief)

“Federal Reserve Finalizes Expansion of Regulation EE’s “Financial Institution” Definition,” Cleary Gottlieb Alert Memo, March 08, 2021 (Co-author) 

“CFTC Proposes Comprehensive Revision of FCM and DCO Insolvency Rules,” Cleary Gottlieb Alert Memo, May 29, 2020 (Co-author)

“Summary of U.S. Financial Sector Initiatives Responding to COVID-19,” Cleary Gottlieb Alert Memo, April 10, 2020 (Co-author)

“AG MIT CMO, LLC v. RBC (Barbados) Trading Corp.: Initial Post-COVID-19 Litigation Challenges to Closeouts of Repurchase Agreements,” Cleary Gottlieb Alert Memo, March 31, 2020 (Co-author)

“Federal Reserve Board Proposes to Expand Netting Protections of FDICIA to Additional Institutions,” Cleary Gottlieb Alert Memo, May 23, 2019 (Co-author)

“Supreme Court Holds Section 546(e) Safe Harbor Does Not Apply to All Transfers Made Through Financial Institutions,” ABA Business Law Today, March 29, 2018, (Co-author)

“Navigating Key Dodd-Frank Rules Related to the Use of Swaps by End Users,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, April 30, 2013 (Co-author)

”The Law of Guaranties,” ABA Business Law Section, February 2013 (Co-author)

“Under the Surface of Revised Article 9: Selected Variations In State Enactments From The Official Text of Revised Article 9,” Uniform Commercial Code Law Journal, Volume 34, 331, Spring 2002 (Co-author)

“Analysis of Specific State Variations,” Uniform Commercial Code Law Journal, Volume 34, 358, Spring 2002 (Co-author)

“Report on the Uniform Electronic Transaction Act, The Electronic Signature in Global and National Commerce Act and the Electronic Signature and Records Act,” The Record of The Association of the Bar of the City of New York, Fall 2001 (Co-author)

Report on Revised Article 9 of the Uniform Commercial Code, Committee on Uniform State Laws of the Association of the Bar of the City of New York, March 9, 2001 (Co-author)

Presentations

PLI’s Secured Transactions 2018: What Lawyers Need to Know About UCC Article 9, January 10, 2018 (Speaker)

PLI’s Secured Transactions 2017: What Lawyers Need to Know About UCC Article 9, January 11, 2017 (Speaker)

“Sureties and Guarantors,” The American Law Institute/Continuing Legal Education, May 19, 2016 (Speaker)

“LLC Interests: Enforcement and Remedies,” ABA Business Law , Spring 2016, April 7, 2016 (Speaker)

PLI’s Secured Transactions 2016: What Lawyers Need to Know About UCC Article 9, January 13, 2016 (Chair and Speaker)

“Negotiation of Indemnification and Limitation of Liability Clauses in International Custodial and Financial Agreement,” Center for Latin American Monetary Studies, XII Meeting of Central Bank Legal Advisors, Lima, Peru, June 25, 2015 (Speaker)

“Limited Recourse/Carveout Guaranties and Bad Boy/Bad Girl Provisions, Response to Cherryland Mail Case,” The American Law Institute/Continuing Legal Education, April 30, 2015 (Speaker)

“Secured Transactions 2015: What Lawyers Need to Know About UCC Article 9,” Practising Law Institute, January 14, 2015 (Chair and Speaker)

“Secured Transactions 2014: What Lawyers Need to Know About UCC Article 9,” Practising Law Institute, January 15, 2014 (Chair and Speaker)

“Regulations U and X: Ignorance is not Bliss; How These Margin Regulations Could Affect Transactional Lawyers” ABA Business Law, Spring 2013 (Chair and Moderator)

“Secured Transactions 2013: What Lawyers Need to Know About UCC Article 9,” Practising Law Institute, January 9, 2013 (Chair and Speaker)

“Secured Transactions 2012: What Lawyers Need to Know About UCC Article 9,” Practising Law Institute, January 11, 2012 (Chair and Speaker)

“International Insolvencies: Basic Principles and Current Problems, Including Lessons from Lehman, Stanford and Other Recent Cases,” ABA Business Law, September 23, 2011 (Chair)

“Secured Transactions 2011: What Lawyers Need to Know About UCC Article 9,” Practising Law Institute, January 12, 2011 (Chair and Speaker)

“UCC Article 9 Issues from the SemGroup Bankruptcy,” ABA Business Law, August 2009

“Allocation of Risk on Contracts: Reps, Warranties, Indemnification and Guaranty Provisions,” ABA CLE, January 28, 2009 (Faculty)

“Getting Blood from a Stone: Commercially Reasonable Foreclosure on Collateral and the Availability of a Market,” ABA Business Law, August 9, 2008 (Moderator and Chair)

“What Happens When the Broker is Broke: Article 8 and the Bankruptcy of the Securities Intermediary,” ABA Business Law Section, March 16, 2007 (Moderator and Chair)

“Stump the Chumps,” ABA Business Law Section, March 16, 2007 (Panelist)

“What Lawyers Need to Know About UCC Article 9 – Secured Transactions 2006,” Practising Law Institute, January 30, 2006 (Speaker)

“Coulda, Woulda, Shoulda: How to Draft Loan Documents Under Revised Article 9 to Survive Challenges in Bankruptcy,” ABA-CLE Forum – Business Law Section, April 27, 2004 (Panelist, Videoconference and Teleconference)

“Coulda, Woulda, Shoulda: How to Draft Loan Documents Under Revised Article 9 to Survive Challenges in Bankruptcy,” ABA Business Law Section, April 2, 2004 (Panelist, Meeting Program)

“Decoding of Uniform Commercial Code,” ABA Business Law Section, April 2, 2004 (Panelist, Meeting Program)

“Even If You Are a Real Estate/Securities/Corporate/Partnership/Emerging Company/Finance Lawyer: What Every Lawyer Needs to Know About UCC Article 8,” ALI/ABA Teleconference, June 25, 2003

“Even If You Are a Real Estate/Securities/Corporate/Partnership/Emerging Company/Finance Lawyer: What Every Lawyer Need to Know About UCC Article 8,” ABA Business Law Section, April 4, 2003 (Panelist, Meeting Program)

“What Lawyers Need to Know About UCC Article 9 – Secured Transactions,” Practising Law Institute, February 14, 2003 (Speaker)

“International Commercial Law Treaties,” City Bar Center for Continuing Legal Education, February 26 and March 11, 2003 (Chair)

“How do the Recent Title Insurance Initiatives Under Revised Article 9 Impact Commercial Financial Transactions,” Association of the Bar of the City of New York, October 9, 2002 (Chair)

“Pitfalls in Working with Revised UCC Article 9,” Committee on Uniform State Laws of the Association of the Bar of the City of New York, June 10, 2002 (Chair and Speaker)

“Conference on Revised Article 9 of the Uniform Commercial,” American Law Institute-American Bar Association, January 31-February 1, 2002 (Speaker)

“Under the Surface of Revised Article 9: Non-Uniformity and Filing Office Procedures,” ABA-CLE Forum, November 29, 2001 (Panelist - Videoconference and Teleconference)

“Revised Article 8,” Mid-South Commercial Law Institute, November 15-16, 2001 (Speaker)

“Revised Article 9: The Impact of the New Legislation on Business Practices,” City Bar Center for Continuing Legal Education, October 23, 2001 (Chair)

“UCC Revised Article 9,” City Bar Center for Continuing Legal Education, April 24, 2001 (Chair and Speaker)

“Revised Article 9 Opinions on Investment Property,” ABA Business Law Section, Spring 2001 (Speaker)

ALI-ABA Conference on Revised Article 9 of the Uniform Commercial Code, ALI-ABA , March 8 –9, 2001 (Speaker)

Events