BILL ANALYSIS ------------------------------------------------------------ |SENATE RULES COMMITTEE | AB 224| |Office of Senate Floor Analyses | | |1020 N Street, Suite 524 | | |(916) 651-1520 Fax: (916) | | |327-4478 | | ------------------------------------------------------------ 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 CONTINUED AB 224 Page 2 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 Page 3 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 **** END ****