Steven N. Leitess

Recent Contributions to Continuing Legal Education and Advancement of Business and Finance Law

2026 Maryland Blockchain Association’s Annual Blockchain Boot Camp

• Presented the educational program “Perfected on the Ledger – The UCC Enters the Blockchain Era.”
• Description: This program details how the 2022 amendments to the Uniform Commercial Code create a technology-independent, future-proof framework that extends the scope of the UCC from paper assets to digital assets. By providing legal certainty to transactions in digital assets, the 2022 UCC amendments facilitate increased access to capital, preserve collateral value, reduce transaction costs, and encourage the growth of existing markets and the development of new and emerging markets. The 2022 amendments are the most significant development in the law of commercial finance in decades.

2017 Maryland Commercial Law Legislative Initiative (December 20, 2016)

• Program Chair, panel chair on the Uniform Voidable Transactions Act (formerly known as the Uniform Fraudulent Transfers Act)
• Description:This program was presented live in person and by webinar hosted by the Maryland State Bar Association's Business Law Section and Real Property Section, and the Maryland Bankruptcy Bar Association. The presenters provided attendees an opportunity to learn about and provide input on proposed laws affecting business in Maryland. The program informed and promoted a dialog among practitioners, judges, legislators and members of affected industries about proposed improvements in the law with the goal producing the best possible products for enactment.

Beyond the Promise to Pay: How Security Interests Help Ensure a Successful Lending Transaction (January 26, 2017)

• Panelist addressing technical and policy points of UCC Article-Secured Transactions
• Description: This program was presented nationally via live webinar hosted by the Business Law Section of the American Bar Association. Even a well-drafted loan agreement can spell losses for lenders if the borrower fails to pay or becomes insolvent. To help avert such problems, many lenders take a UCC Article 9 security interest in the borrower's personal property assets (including inventory, equipment, receivables and/or investment securities). This practical program discussed the fundamentals of UCC Article 9 and made clear the power of the statute's central provisions.
• Panelist addressing issues arising in fiduciary litigation, pleading and proof in state court litigation and business valuation.

Pleading in State Court and the Burgeoning Fiduciary Litigation Practice (March 4, 2017)

• Panelist discussing recent developments in fiduciary litigation; pleading and proof in state court litigation; business valuation in succession planning and "business divorce."
• Description:This program was presented live in person to the Anne Arundel County Bar Association. Think you know the difference between pleading statutory versus common law accounting? What about a direct action versus a derivative action? The panel addressed common mistakes that create problems in litigation from the get-go. The panel also discussed the burgeoning fiduciary litigation practice. Boomers, one of the largest demographic groups, have on average the highest net worth of any generation. These facts portend an increase in fiduciary litigation over the next decade as children and grandchildren tussle for the family jewels. The panel discussed what lawyers can do to help clients ensure a peaceful transition of wealth or, if fights erupt, how best to handle them.

Presentations Addressing Deadlock in Limited Liability Companies (November 2016 - April 2018)

• Panelist and co-author of comprehensive written materials discussing how to prevent and address deadlock in limited liability companies.
• Description: These sophisticated business law programs were presented several times to different audiences including the American Bar Association's Limited Liability Company Institute (November 2016), the Pennsylvania Business Law Institute (November 2017), the Maryland State Bar Association's Advanced Business Law Institute (April 2018), and Strafford Publications, Inc. (webinar broadcasts in 2017-2018).
• Deadlock in a LLC arises when members or managers fail to reach agreement or obtain the required voting for a particular course of action that prevents an LLC from performing the purpose for which it was formed. The failure to provide in advance methodologies for dealing with deadlock can result in significant cost, loss of time and other resources, and possible litigation and may result in judicial dissolution of the LLC or other judicially imposed (and frequently not very practical) remedies. The panel and its written materials discuss deadlock breaking mechanisms that might be included in LLC operating agreements, with a focus on the types and forms of such provisions, their effectiveness and limitations, and the issues involved in drafting and enforcing those provisions. The panel and materials also addressed statutory and case law developments as well as potential alternative dispute resolution options.

Publications

"Deadlock - Breaking Mechanisms in LLCs - Flipping a Coin is Not Good Enough But is Better Than Dissolution" Business Law Today, American Bar Association (March 2017)

Description:This article provides a framework for addressing the importance of adopting deadlock-breaking mechanisms in limited liability company operating agreements as an alternative to seeking judicial dissolution when a deadlock arises.

Memberships

American Bar Association

• Member Since: 1989
• Business Law Section
• Intellectual Property Section
• Litigation Section
• Law Practice Management Section
• Uniform Commercial Code Committee-Programs Coordinator
• Commercial Finance Committee
• Limited Partnership and Unincorporated Entities Committee
• ABA Advisor - Uniform Certificate of Title Act, 2003
• Uniform Law Commission Coordinating Committee

American College of Commercial Finance Lawyers

• Member Since: 2004
• President, 2015-2016
• Member, Executive Committee, 2010 - Present
• Chair, Technology and Website Committee
• Alternative Dispute Resolution Program
• Past-Chair, ACCFL Official Observer Program

Uniform Law Commission

• Member Since: 2006
• ULC Division Chair, 2011- 2015
• Maryland Delegation Chair, 2015 - Present
• Maryland Delegation, Legislative Liaison to the Maryland General Assembly, 2006 - Present
• ULC Drafting, Study, and Standing Committees include:
• Deed Fraud Act - drafting committee
• Management of funds raised through crowdfunding efforts - drafting committee
• Uniform Series of Unincorporated Business Entities Act ("Series LLC") - drafting committee (act was adopted by ULC)
• Uniform Voidable Transactions Act - drafting committee (act was adopted by ULC)
• Uniform Asset Preservation Act - drafting and enactment committees (act was adopted by ULC)
• Athlete Agents Act - drafting committee (act was adopted by ULC)
• Uniform Custodial Interrogation Act - drafting committee (act was adopted by ULC)
• Uniform Certificate of Title Act - drafting committee (act was adopted by ULC)
• Permanent Editorial Board for Unincorporated Business Entities - standing committee
• Enactment Committee for Revisions to UCC Article 9
• Fundraising by Public Appeals

Maryland Commission on Uniform State Laws

• Member Since: 2006
• Chairman: 2015-Present
• Examples of uniform acts enacted in Maryland during Mr. Leitess' tenure as a commissioner and Legislative Liaison:
• Revisions to UCC Article 9
• Faithful Presidential Electors Act
• Real Property Transfer on Death Act
• Power of Attorney Act
• Fiduciary Access to Digital Assets Act
• Interstate Deposition and Discovery Act
• Adult Guardianship and Protective Proceedings Act
• Anatomical Gift Act
• Revisions to Maryland Trust Code
• Commercial Receivership Act
• Simultaneous Death Act

Maryland State Bar Association

• Member Since: 1989
• Business Law Section
• 2018 Advanced Business Law Institute, "Deadlock in Limited Liability Companies" (panel speaker and author of materials)
• Litigation Section
• Uniform Commercial Code Committee
• MSBA Task Force for LLC Protected

Anne Arundel Bar Association

• Member Since: 1990
• Chair, Continuing Legal Education
• Chair, AABA Annual Crab Feast Golf Tournament

District of Columbia Bar Association

• Member Since: 1989
• Litigation Section
• Law Practice Section

Association of Commercial Finance Attorneys

• Member Since: 1993
• Board of Trustees
• Chair, Continuing Legal Education Weekend, 2009 & 2013

Equipment Leasing and Finance Association

• Member Since: 1995
• Member of the Legal Committee, 2004 - 2006