LD 2245, Page 391 - 119th Legislature, FIRST REGULAR Session

	7. Public vs. Private Dispositions. This Part maintains two
distinctions between "public" and other dispositions: (i) the
secured party may buy at the former, but normally not at the
latter (Section 9-610(c) [Maine cite section 9-1610, subsection
(3)]), and (ii) the debtor is entitled to notification of "the
time and place of a public disposition" and notification of "the
time after which" a private disposition or other intended
disposition is to be made (Section 9-613(1)(E) [Maine cite
section 9-1613, subsection (1), paragraph (e)]). It does not
retain the distinction under former Section 9-504(4), under which
transferees in a noncomplying public disposition could lose
protection more easily than transferees in other noncomplying
dispositions. Instead, Section 9-617(b) [Maine cite section 9-
1617, subsection (2)] adopts a unitary standard. Although the
term is not defined, as used in this Article, a "public
disposition" is one at which the price is determined after the
public has had a meaningful opportunity for competitive bidding.
"Meaningful opportunity" is meant to imply that some form of
advertisement or public notice must precede the sale (or other
disposition) and that the public must have access to the sale
(disposition).

8. Investment Property. Dispositions of investment property
may be regulated by the federal securities laws. Although a
"public" disposition of securities under this Article may
implicate the registration requirements of the Securities Act of
1933, it need not do so. A disposition that qualifies for a
"private placement" exemption under the Securities Act of 1933
nevertheless may constitute a "public" disposition within the
meaning of this section. Moreover, the "commercially reasonable"
requirements of subsection (b) [Maine cite subsection (2)] need
not prevent a secured party from conducting a foreclosure sale
without the issuer's compliance with federal registration
requirements.

9. "Recognized Market." A "recognized market," as used in
subsection (c) [Maine cite subsection (3)] and Section 9-611(d)
[Maine cite section 9-1611, subsection (4)], is one in which the
items sold are fungible and prices are not subject to individual
negotiation. For example, the New York Stock Exchange is a
recognized market. A market in which prices are individually
negotiated or the items are not fungible is not a recognized
market, even if the items are the subject of widely disseminated
price guides or are disposed of through dealer auctions.

10. Relevance of Price. While not itself sufficient to
establish a violation of this Part, a low price suggests that a
court should scrutinize carefully all aspects of a disposition to
ensure that each aspect was commercially reasonable. Note also
that even if the disposition is commercially reasonable, Section

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