BILL ANALYSIS                                                                                                                                                                                                    



                                                                       



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          |SENATE RULES COMMITTEE            |                   AB 224|
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                                 THIRD READING


          Bill No:  AB 224
          Author:   Portantino (D)
          Amended:  9/1/09 in Senate
          Vote:     27 - Urgency

           
           SENATE JUDICIARY COMMITTEE  :  5-0, 8/27/09
          AYES:  Corbett, Harman, Florez, Leno, Walters

           ASSEMBLY FLOOR  :  Not relevant


           SUBJECT  :    Uniform Commercial Code:  security interest in  
          tangible
                      property

           SOURCE  :     Directors Guild of America, Inc.


           DIGEST  :    This bill extends the sunset date in the Uniform  
          Commercial Code on provisions dealing with licensee's as  
          defined in Section 9321 of the Commercial Code.

           ANALYSIS  :    Existing law provides that a licensee in  
          ordinary course of business takes its rights under a  
          nonexclusive license fee of a security interest in the  
          intangible property created by the licensor and takes its  
          leasehold interest free of a security interest in the goods  
          created by the lessor, as specified.  This provision of the  
          Uniform Commercial Code (UCC) is scheduled to sunset on  
          January 1, 2010.

          This bill extends the sunset date of that provision to  
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                                                                AB 224
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          January 1, 2013.

           Background

           Article 9 of the UCC covers security interests in personal  
          property.  It was rewritten and modernized by the Uniform  
          Law Commission (ULC, formerly the National Conference of  
          Commissioners on Uniform State Laws) in the late 1990s and  
          in the process the ULC addressed security interests in  
          general intangible property (such as intellectual  
          property).  Every state has adopted Article 9 as revised,  
          and became effective in California on July 1, 2001.

          The 1999 revisions to Article 9 of the UCC created rights  
          for licensees of general intangibles such as intellectual  
          property comparable to the rights of buyers of goods in the  
          ordinary course of business.  (U. Com. Code Sec. 9231.)   
          When California was considering adoption of the revised  
          Article 9 of the UCC, the Directors Guild of America, Inc.  
          and the Screen Actors Guild expressed concerns about how  
          the proposed revision to Section 9321 would affect their  
          operations.  According to these groups, exclusive licenses  
          granted to investors and others who may have perfected  
          security interests or rights to proceeds from a film  
          production (employees, for example) may end up with  
          diminished rights to security interests in the goods (the  
          film) that may be asserted by nonexclusive licensees (for  
          example, DVD rental stores). 

           Prior Legislation

          AB 2302 (Assembly Judiciary Committee), Chapter 567,  
          Statutes of 2006 .  Extended the sunset date to January 1,  
          2010.

           SB 283 (Sher), Chapter 235, Statutes of 2003  .  Extended the  
          sunset date to January 1, 2007.

           SB 45 (Sher), Chapter 991, Statutes of 1999  .  Enacted  
          Section 9321 as part of a revision of Article 9 of the  
          Uniform Commercial Code.

           FISCAL EFFECT  :    Appropriation:  No   Fiscal Com.:  No    
          Local:  No







                                                                AB 224
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           SUPPORT  :   (Verified  9/1/09)

          Director's Guild of America, Inc. (source)
          Uniform Law Commission

           ARGUMENTS IN SUPPORT  :    The sponsor of this bill, the  
          Directors Guild of America, Inc., believes that another  
          sunset extension is necessary to maintain the status quo  
          regarding Section 9321.  According to both the UCL and the  
          sponsors of this bill, the extension is also necessary in  
          order to allow the involved parties to evaluate the effect  
          of Section 9321 on exclusive and nonexclusive licensees in  
          the context of existing and continually evolving technology  
          to deliver goods (e.g., such as "streaming media to cell  
          phones").




          RJG:cm  9/1/09   Senate Floor Analyses 

                         SUPPORT/OPPOSITION:  SEE ABOVE

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