CARTER H. KLEIN, Partner Publications · Professional Activities Chicago Office Office: (312) 923-2950 Fax: (312) 840-7350 Email: cklein@jenner.com  Add to Outlook Contacts

Carter H. Klein is a partner in Jenner & Block's Chicago office.  He is a member of the Firm's Corporate, Financial Services and Commercial Law Practices.  Mr. Klein is AV Peer Review Rated, Martindale-Hubbell's highest peer recognition for ethical standards and legal ability.  He is listed in Chicago Magazine as one of Illinois' Superlawyers, is listed in Best Lawyers in America for Banking Law, is a member of the American College of Commercial Finance Lawyers, is Liaison for the American Bar Association's UCC Committee to the Permanent Editorial Board of the Uniform Commercial Code and is a member of the Banking Committee of the US Council on International Business.

Mr. Klein concentrates his practice in financial transactions, Uniform Commercial Code work, secured and unsecured lending, credit enhancement issues and credit workouts, funds transfers, and financial institutions work, acquisitions and international transactions.  Recent transactions of his include:

• structuring, negotiating and drafting a four-way $150 million year recycled aluminum supply, tolling and processing agreement;
  
  
• structuring, drafting and obtaining regulatory approval for a global bond program sponsored by the Community Currency Exchange Association of Illinois for its members in lieu of their posting $100 million in individual bonds, allowing the membership to realize a substantial savings on premiums;
  
  
• counseling a supplier of auto parts in dealing with a major auto parts purchaser on transactions of $100 million per year;
  
  
• structuring and drafting an internet-based international trade finance program for a bank client which combines features of letters of credit, export insurance and documentary draft collections;
  
  
• counseling major corporate clients on their positive pay and reverse positive pay agreements with major banks;
  
  
• representing a beneficiary on multiple drawings on a $32 million letter of credit amended 45 times which was posted in lieu of retention for construction of a steel plant;
  
  
• assisting a major international corporation in securing, within 24 hours, a $105 million supersedeas bond through use of a letter of credit, later increased to $170 million until the judgment appealed from was reversed through the Firm's efforts;
  
  
• counseling and drafting provisions for a major energy producer for its EEI, ISDA and supply contracts dealing with credit enhancement, cross-product netting and utilization of the safe-harbor provisions of the Bankruptcy Code;
  
  
• documenting a large vessel loan for a bank lender including negotiating and obtaining a unique vessel loan title policy for three foreign flagged vessels insuring the validity, perfection and priority of the lender's mortgages;
  
  
• representing a major insurance company in its $300 million purchase of another life insurance company;
  
  
• representing that same insurance company in its $100 million sale of a New York life insurance and annuity company;
  
  
• preparing and filing a successful amicus brief in the Seventh Circuit for the Credit Union National Association and the Illinois Credit Union League in an appeal of an adverse ruling extending the statute of limitations for employee check defalcations from three to eight years;
  
  
• advising a major foreign check processor on regulatory restrictions and requirements dealing with foreign outsourcing for U.S. state and national banks;
  
  
• drafting letters of credit up to $54 million to stay judgments pending appeal which are posted in lieu of a supersedeas bond.

Among the major transactions in which he has been integrally involved in the past were:

• representing of the Federal Reserve Bank of Chicago in the 1984 bailout of the Continental Illinois National Bank.
  
  
• representing Sinochem (China National Chemicals Import and Export Corp.) in its acquisition of the Agri-Chemicals Division of United States Steel.

Although Mr. Klein has counseled clients on matters under all articles of the Uniform Commercial Code, as well as on banking, lending and asset and stock purchase transactions, he has developed extensive experience with Article 5 of the Uniform Commercial Code – Letters of Credit. He participated in the drafting process for that article and in the drafting of the International Standby Practices 1998.  He was Chair of the Letter of Credit Subcommittee of the Uniform Commercial Code Committee of the American Bar Association from 2003-2007 and is a member of the Editorial Advisory Board of Documentary Credit World published by the Institute for International Banking Law and Practice.  He is a frequent lecturer, writer and panelist on the subjects of letters of credit, secured lending and payments.

Besides Chairing the ABA's Letter of Credit Subcommittee, Mr. Klein has served as Chair of the Commercial and Financial Transactions Committee, Chicago Bar Association (2003-2004), Chair of the International & Foreign Law Committee, Chicago Bar Association (2000-2001),  Chair of the Consumer Credit Committee, Chicago Bar Association (1993-1994) and is a member of the ABA's UCC Payments Committee.  Mr. Klein graduated with a ranking of first in his June 1972 graduating class from the University of Illinois Law School, was a member of the University of Illinois Law Forum and received the Order of the Coif.  He worked with the Public Defender of Champaign County, Illinois and clerked for two years after law school graduation for the Hon. Justice Glenn K. Seidenfeld of the Illinois Appellate Court, Second District.  While practicing full time at Jenner & Block, he also served as Adjunct Professor of Business Law at Northwestern's Kellogg School of Business for five years.

Mr. Klein is co-editor with Daniel R. Murray and Donald R. Cassling of three books published and updated each year by Thomson-West:  Uniform Laws Annotated -- Uniform Commercial Code Forms and Materials; Illinois Practice -- Uniform Commercial Code Forms Annotated; and Uniform Commercial Code with Illinois Code Comments.

Publications, speaking engagements and papers of Mr. Klein from the past several years include Article, Standby Letter of Credit Rules and Practices Misunderstood or Little Understood by Applicants and Beneficiaries, Uniform Commercial Code Law Journal (Fall 2007); Article and Speaker, Letters of Credit Issues and Update, UCC Institute (Drake Hotel, Chicago -- April 28, 2007); Attendee, Rethinking Payments Law (by invitation of and hosted by the Federal Reserve Bank of New York -- April 27, 2007); Panelist, Annual Letter of Credit Survey, Inst. of Int'l Bank. L. & Prac. (Miami -- Mar. 2007); Article and Co-Speaker with Walter "Buddy" Baker of Atradius, Export Letter of Credit Issues, Exporting & Importing Program -- Procedures, Documentation & Laws Conference (March 28, 2007 Mid-America Club, Chicago, Illinois); Articles and Speaker, Articles 3, 4, 4A & 5 of the Uniform Commercial Code, Illinois Institute of Continuing Legal Education (UBS Business Center -- Chicago, Jan. 2007); Panelist, 2004, 2005 and 2006 Letter of Credit Law Summits, Inst. of Int'l Bank. L. & Prac. (Oct. of each year -- New York); Speaker and Paper, Article 2 (Sales) of the Uniform Commercial Code (Contract Formation, Warranty and Limitation of Liability Issues) (CLE Webinar for 15 State Bar Assn's -- July 18, 2006); Co-Speaker with James G. Barnes, Letters of Credit, UCC Institute (Drake Hotel, Chicago -- April 2006); Co-Speaker and Paper with James G. Barnes, Crash Course on Letters of Credit for Lawyers (CLE Webinar to 5 State Bar Assn's -- April 4, 2006); Speaker and Paper, Commercial Letters of Credit, CBA Customs & U.S. International Trade Law Committee (Chicago -- March 16, 2006); Speaker and Paper, Letter of Credit Developments, CBA Commercial & Financial Transactions Law Committee (Jan. 2006); Speaker and Paper, 2005 Letter of Credit Cases, Int'l Fin. Serv. Assn (Chicago Regional Meeting -- Oct. 10, 2005); Participant and Speaker, Standby Letters of Credit for Corporate Users, Aerospace Treasurers' Roundtable (Hosted by Boeing -- Sept. 20, 2005); Article, Using Letters of Credit to Secure Lease Obligations, 18 Commercial Leasing Law & Strategy 5 (Sept. 2005); Article, Attorneys Fees in Letter of Credit Cases, Am. Bar Assn, UCC Scope Committee (Annual Meeting, Aug. 2005); Paper and Speaker, Loan Participations, Chicago Bar Assn Commercial & Financial Transactions Comm. (May 2005); Program Chair, Paper and Speaker, Lender Liability in Illinois, Lorman Education Services (May 2005); Presenter, Letters of Credit for Corporate Users, Int'l Inst. Banking L. & Prac. (May 2005); Panelist, Is there a Need for a Uniform Law on Deposits, Am. Bar Assn UCC Payments Committee (April 2005); Article, A Summary of the 2004 Inter-American Annual Survey of LC Law & Practice, Americas 2005 -- Annual Survey of Letter of Credit Law & Practice -- Supplemental Materials, Inst. of Int'l Bank. L. & Prac. 46-61 (March 2005); Moderator, Speaker and Paper, All Assets Security Agreement, Ill. Inst. of Cont. Legal Ed. (Chicago & Urbana, IL -- Dec. 2004); Uniform Commercial Code Developments -- Articles 3 & 4, Ill. Credit Union League (Oak Brook -- Oct. 2004); Update on Article 5 of the Uniform Commercial Code, Int‘―l Fin. Serv. Assn (Chicago -- Oct. 2004); Mayan Networks:  Cause for Concern for Bankruptcy Caps on Leases and Issuers?, Documentary Credit World 27, Inst. of Int'l Banking Law & Prac. (Sept. 2004); Program Chair, Credit Enhancements, UCC Committee, Business Law Section, Am. Bar Assn (Atlanta -- August 2004); Draftsman and Speaker, Model Supersedeas Letter of Credit Annotated, Am. Bar Assn Letter of Credit Subcommittee (Seattle -- March 2004); Speaker & Paper, Uniform Commercial Code Update, Ill. Inst. of Cont. Legal Ed. (Chicago & Springfield, IL -- May & June 2004); Article, The Effects on Letters of Credit of Enron, 2004 Annual Survey of Letter of Credit Law & Practice 94 (Int'l Inst. of Bank. L. and Prac. 2004); Speaker and Paper, Perfection by Filing, Possession and Control under Revised Article 9, Ill. Inst. of Cont. Legal Ed. (Sept. 2003); Article, Letters of Credit in Lease Transactions, Part I:  Advantages to Landlord and Landlord's Lender, 16 Probate & Property 28-33, Am. Bar Assn (July-August 2002); Article, Letters of Credit in Lease Transactions, Part II:  Drafting Tips, 16 Probate & Property 43-47, Am. Bar Assn (Nov.-Dec. 2002); Speaker and Paper, Security Interests in Letter of Credit Rights Under the UCC, Int'l Fin. Serv. Assn. (Oct. 2001); Article, How to Structure a Lease to Protect against the Risk of a Bankruptcy of the Tenant, 26 Real Estate Issues 35-45 (Fall 2001); Co-Speaker and Co-Author of Paper, Structuring Leases with Letters of Credit to Protect Against the Risk of a Tenant's Bankruptcy, Am. Bar Assn, Real Estate Division, Leasing Subcomm., Annual Meeting (Chicago -- Aug. 6, 2001); Article, Preparing for Dealing with Security Interests in Letter of Credit Rights Under Revised Article 9 of the UCC, IFSA Network, Int'l Fin. Serv. Assn (May 2001); Speaker and Paper, Revised Article 9 – Consumer Issues, Chicago Bar Association Seminar (Apr. 30, 2001); Article, Transfers and Assignments of Proceeds of Letter of Credit, Annual Survey of Letter of Credit Law and Practice, Inst. of Int'l Bank. L. & Prac. (March 2001); Speaker and Paper, Stand-by Letters of Credit under the UCC and the UCP – Problems and Issues, Int'l Fin. Serv. Assn (Chicago -- November 2000);  Speaker and Paper, Money, Law & Credit, Indiana/Purdue University – Entrepreneurship Center (Jan. 2001 & Aug. 2000); Article, Ten Noteworthy Letter of Credit Cases from the Twentieth Century – A Commercial Lawyer's View, 3 Documentary Credit World 17-30 (Dec. 1999).