May 21, 2015

MEMBER SPOTLIGHT: An Interview with Steven O. Weise

Steven O. Weise, partner in the corporate department at Proskauer Rose LLP, has a resume that runs over 40 pages long. An expert on the UCC, opinion letters, and contracts, Weise has won countless awards and regularly speaks about his areas of expertise. He's a member of the Permanent Editorial Board for the Uniform Commercial Code and he's the ABA's representative to the United Nations Commission on International Trade Law Working Group on Secured Transactions. He's also a runner, and it's when he's running that he gets some of his best ideas. Oh, and he also is an avid baker. How does he manage to get so much done?

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You were a political science major at Yale and had thoughts about becoming a political scientist. What did you enjoy about this area of study?

I was interested in politics back in those days – the Vietnam War, Eugene McCarthy, and all that. It seemed a natural outgrowth of my interest in politics. In those days, we all had the thought that we were going to change the world.

You decided instead to become a lawyer. What made you interested about the law?

The law was an outcome of my interest in political science and my desire to do positive things. Somewhere along the way in my senior year in college, I decided I would be a better lawyer than I would be a political scientist. I don’t know how I figured that out.

You went to Boalt Hall. There you took courses about the Uniform Commercial Code and it later became your area of expertise. What was the initial attraction to this area of law?

I remember I took the UCC courses, because I had a notion that they’d be useful when I started practicing as a business lawyer. So it wasn’t any inherent interest. I had no idea really what they were about. It just seemed that because I wanted to be a corporate lawyer as opposed to a litigator that those courses would be the kinds of things that a good corporate lawyer ought to know. When I started practicing in 1974, the Uniform Commercial Code was actually new – it’s hard to believe – in California. It’d only been law for nine years. The firm that I joined had 25 corporate lawyers, and only a handful were of an age where they might have studied the UCC in law school. So I looked around at what people were doing (and not doing), and I said, “Well, I’ll make a niche for myself and declare myself the firm’s UCC person.” And everybody else said, “God bless you. We don’t want to do it.”

Now you're a member of the Permanent Editorial Board for the Uniform Commercial Code. Can you talk about the kind of work you do on this board?

The UCC Permanent Editorial Board, known as the PEB, is sort of the board of directors of the Uniform Commercial Code because the UCC itself is a joint project of the American Law Institute, where I’m very active, and the Uniform Law Commission, formerly known as the National Conference of Commissioners on Uniform State Laws. They each have people on this small Permanent Editorial Board, which reviews the UCC. We meet a couple times a year, once in person, sometimes by phone, and we look at what's happening in the UCC cases. Every now and then, there will be a decision that we have to make; that is, the UCC needs updates.

Are you constantly reading case law in this area?

I read hundreds and hundreds of cases a year. I mean there's just no end. One of the nice

things about the UCC is that it’s says that it should be interpreted uniformly. So courts look to decisions in other states, particularly if they don’t have a decision in their state. They’re not bound by it, but the cases in other states have probably a greater influence in the UCC.

You’re also a contract law expert. What drew you to this area of law?

To me, it’s an outgrowth of the UCC. A lot of the UCC, particularly Article 2, is about contracts for the sale of goods, and Article 9 is about contracts for secured transactions. My interest in contract law grew out of that. I also track contract law cases. To the extent the UCC doesn’t have a particular provision that governs an issue that would arise under contract law, the UCC looks to ordinary contract law.

It's useful to know what the courts are up to in particular areas. It's worked out really interestingly for me, because I'm on the Council at the American Law Institute, which has a lot of projects looking at developments in contract law or areas related to contract law. I’m able to apply my experience in reading endless cases in contract law.

Do you write a blog about all the things that you’re seeing?

I don’t. Every year I write or co-author a giant review of commercial and contract law developments and give talks about it for the ABA and for some of the California bar organizations, and write articles about it. For some private organizations, I also give talks about it.

You’re also a leading national expert in opinion letters, and for those who maybe don’t know what those are, can you explain this area of law? And what drew you to it?

Opinion letters are opinions of law firms given at a closing of a transaction. Often, for example, in a loan, if the borrower signs a loan agreement and a note, a security agreement, and an affiliate signs a guarantee, it's common for the borrower’s lawyer to write a letter styled as an opinion letter to the lender that says that the lender’s counsel has done a good job on the documents, which is in a sense that the documents are enforceable in a general way or that (as to some of the documents, such as a security agreement) they do what they’re supposed to do. They embody the loan obligation. They create the Article 9 security interest, things like that.

I got into this area, when I was five or six years out of law school. I had a particularly hard transaction. We were representing the borrower, and I did a ton of work writing up a very complex opinion letter under Article 9 of the UCC. In the process, I discovered there was pretty much no literature out there on how you do that. So I volunteered at one of the local bar associations to give a talk, and I used my opinion letter from the transaction (suitably cleansed) as a talking point. People found it really interesting. I started writing some articles on this topic and giving more talks, then people asked me to get involved in additional projects.

You're also very interested in technology and law. Could you give us a couple examples of how you've effectively used technology?

I find the speed of using the computer, using the laptop, using an iPad or things like that, really makes technology convenient in the practice of law. Technology also allows you to carry around all your documents, copies of the UCC, the Delaware General Corporation Law, and copies of articles I’ve written.

I like to do diagrams and flowcharts, which help people understand complex transactions. So I find it really helpful to call up an app for that sort of project. In the opinion letter area, technology has worked out well, because the opinion is about the last thing anybody wants to do on a loan closing. So the day before the closing, the junior person on the deal finally gets around to drafting the opinion. In my firm and at most larger law firms, the opinion letter has to be reviewed and approved by a member of the opinion committee, which is made up of the people who are the most experienced in this area. So I end up getting an e-mail when I might be in a hotel room in New York saying, “Steve, I’m really, really sorry, but we’re closing tomorrow. Would you mind looking at this now?” Having the iPad makes that really convenient.

You sleep only four hours a night. Are there tips to getting by on little sleep?

I don’t recommend it, and everybody tells me it’s bad for my health. There's probably something in my system that allows me to do this, because even on the weekends, I wake up early. I think it goes back to the paper route I had when I was 12 years old and stuck with all the way through the end of high school. I delivered the newspaper before school four days a week. I got in the habit of not sleeping all that much.

You like to take information from one area and apply it to different areas. Do you intentionally spend time during the day thinking about the transfer of knowledge?

Yes, I do. The other day, someone sent me a problem involving contract law and it had a significant effect in a wholly unrelated area of the law. I sat there for quite a while, trying to formulate how to think about it as a matter of contract law, pushing in my head little pieces of the puzzle, until I finally visualized a contract law approach to the question. Once I had come up with that approach, then the pieces fell right into place. A big problem with a lot of people is that they're thinking in silos and the law is not easily thought of in that way.

When you're working like that, how do you clear your head?

Sometimes I walk, sometimes I run. When I run, I don’t listen to music. I try to sink in the scenery and let the day job drain away. And sometimes, what fills my head other than the pretty scenery, is something in my subconscious that connects the dots and then it pops into my consciousness.

I've read that casual dress really matters to you and I wondered why.

There’s probably two reasons. When I was in college in the late ’60s and early ’70s, people dressed really casually. But I also find – I don’t know if it’s psychological or physical – that I think better when I am casually dressed. I prefer not to wear a tie. I have this notion that it constricts the flow of blood to my brain, which I know is not true.

You’ve won many, many awards. I’m wondering if there’s one that is particularly significant to you.

I received the Chair’s Award from the ABA Business Law Section a couple years after I served as Chair. It's sort of a most valuable player award.

You’ve been practicing commercial law for a while. What is one significant change in this area of law?

I would say the developments in commercial law to adapt to modern technology. All these laws have been revised in the last 10 or 15 years to accommodate technology. I’m really lucky to have lived in a period when all of this technology has developed.

You’ve been the ABA’s representative to the United Nations Commission on International Trade Law Working Group on Secured Transactions. Can you talk about what you do?

The U.N. has a division that develops commercial laws. The thought is that if the U.N. can assist countries in the development of better commercial laws, their economies will be more efficient and develop better. And maybe people will spend less time being mad at each other and more time being happy if their economic circumstances have improved.

The American Bar Association asked me to be involved. It's been a great project, because often, corporate lawyers don't have many ways to do pro bono. It's a great opportunity to make a public contribution and put to use my skills. At the same time, it's a tremendous learning experience.

You've also served as Chair on the ABA's Standing Committee on Continuing Legal Education. Can you talk about your recent efforts to make CLE information available?

When I was Chair, my most significant theme was the remote delivery of CLE. Newer lawyers in particular aren't interested in getting in their cars and driving some place and sitting through a dinner and listening to a continuing education program. So I really pushed electronic delivery, and also, providing it in smaller chunks so people could fit it into their schedules.

When I was the Chair of the Business Section a dozen years ago, again, my major theme was technology. When I became Chair, if the section had a meeting and had a hundred CLE programs over three days, all the materials were in paper. My big innovation was to provide all the materials on a CD (which is now old technology).

What's been the value of your involvement with the ABA?

It's provided an opportunity to give back. It's a platitude, I know, but it’s true. When I was a newer lawyer, I benefited from the time people put in to the ABA. It's a tremendous learning experience, not only working with the legal staff but group dynamics and how to organize things. And finally, many of my best friends are people I’ve met through the ABA activities..

I've learned you're an avid baker. Do you have a favorite recipe?

I like baking, because instead of using your head, you use your hands. It's therapeutic. I like to make breads, usually whole grain breads or something like that. My wife's father used to make things out of buckwheat, and she's nostalgic about buckwheat. So, I throw some buckwheat into every bread I make. I also like making tarts. The key is getting the crust just right. My wife likes cherry pies, so I make cherry pie every summer. Each of my daughters married a guy who’s a baker. I end up trading recipes with my sons-in-law – bread recipes or pizza recipes or tart recipes. 

Thank you so much for your time!