Drafting Liability Waivers That Hold Up in Court

Steven O. Weise, Partner | Proskauer Rose LLP

Steven O. Weise is a Partner in the Corporate Department at Proskauer Rose LLP, practicing in its Los Angeles office. He practices in a wide range of commercial law, spending much of his time on matters arising under the Uniform Commercial Code, especially Article 9 – Secured Transactions and is a nationally recognized expert in these matters. Steve is also authoritative on third-party opinion letters and contract law, especially online contracting, plain English drafting, contract drafting, and boilerplate.

• Education & Credentials

Steve earned his J.D. from the University of California, Berkeley, School of Law, and his B.A. from Yale University. He is admitted to the California Bar and the U.S. District Court for the Central District of California.

• Recognition & Leadership

Steve received the Distinguished Service Award from the American Law Institute (2022), the Lifetime Achievement Award from the California State Bar Business Law Section, and the Chair’s Award from the American Bar Association Business Law Section. He has been ranked in Chambers USA for California Banking & Finance (2010–2023) and named Senior Statesperson (2023–2025), listed in Best Lawyers in America (1995–2024) including Lawyer of the Year honors (2019, 2024), and recognized in Southern California Super Lawyers (2004–2018).

• Professional Involvement

Steve is a member of the Permanent Editorial Board for the Uniform Commercial Code and of the Council of the American Law Institute. For thirty years, he has served on many UCC drafting committees, including the comprehensive revision of UCC Article 9 in 1999 and the 2022 UCC Amendments addressing digital assets as collateral. He was instrumental as an Adviser in the American Law Institute Restatement of the Law, Consumer Contracts, is the former Chair of the American Bar Association’s Section of Business Law and its Legal Opinions Committee and has been the Reporter for many TriBar Opinions Committee reports on opinions under the UCC.

• Experience

Steve is a Lecturer in Law at UCLA Law School, where he teaches Uniform Commercial Code – Secured Transactions. His practice spans secured transactions, online contracting, plain English drafting, contract drafting, and third-party opinion letters, serving as a recognized authority for clients across commercial law matters.

Edwin E. Smith, Senior Consultant | Morgan Lewis & Bockius LLP

Edwin E. Smith is a Senior Consultant at Morgan, Lewis & Bockius LLP, based in the firm’s Boston and New York offices, where he concentrates his practice in commercial law, debt financing, structured financing, workouts, bankruptcies, and international transactions. Ed is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border, and his representations have included major bankruptcies such as Refco, Lehman, the City of Detroit, and PG&E. Chambers USA has noted he “probably knows as much about UCC as anybody in the country.”

• Education & Credentials

Ed earned his J.D. from Harvard Law School and his B.A. from Yale University. He is admitted to the Massachusetts and New York Bars, the Massachusetts Supreme Judicial Court, and the U.S. District Court for the District of Massachusetts.

• Recognition & Leadership

Ed has been recognized as a Senior Statesperson in Banking & Finance by Chambers Global (2024) and Chambers USA (2021–2025), and as a Senior Statesperson in Bankruptcy/Restructuring, Massachusetts, by Chambers USA (2021–2025). He has been listed in The Best Lawyers in America across Banking and Finance Law, Bankruptcy and Creditor Debtor Rights, Corporate Law, and Equipment Finance Law (multiple years), with multiple Lawyer of the Year honors. He has also been recognized among Lawdragon’s 500 Leading Global Bankruptcy and Restructuring Lawyers (2020, 2024, 2025) and received the Homer Kripke Achievement Award from the American College of Commercial Finance Lawyers (2012).

• Professional Involvement

Ed is a Life Member and Uniform Law Commissioner for the Commonwealth of Massachusetts and a member of the Permanent Editorial Board for the Uniform Commercial Code. He chaired the Drafting Committee for the 2022 UCC Amendments addressing emerging technologies and the Drafting Committee to Amend the Uniform Fraudulent Transfer Act, and is Past Chair of the UCC Committee of the ABA Business Law Section, a Life Member of the American Law Institute, and a U.S. Delegate to UNCITRAL working groups on international receivables financing and secured transactions. He serves as Faculty Lecturer in Secured Transactions at Harvard Law School, Northeastern University Law School, Suffolk Law School, and the Morin Center for Banking Law Studies at Boston University Law School.

• Experience

Ed advises creditors and counter-parties on commercial and insolvency risks in sales, leasing, financing, investment securities, derivatives, and repo-style transactions. His representations have included counsel to Exelon Corporation in the Chapter 11 of Pacific Gas & Electric Company, UBS AG in the Chapter 9 bankruptcy of the City of Detroit, various creditors of Lehman Brothers Holdings Inc., and Chapter 11 plan administrators for Refco Inc., among many others.

SESSION 1 – Enforceability and Public Policy Limits | 1:00pm – 2:00pm

Examine what makes liability limitations enforceable, including freedom of contract, agreement to risk-allocation provisions, and the full range of risk-shifting tools—exculpation, limitations, waivers, releases—and the public policy guardrails of tort law and unconscionability.

BREAK | 2:00pm – 2:10pm

SESSION 2 – UCC, Drafting, and Other Risk-Allocation Tools | 2:10pm – 3:10pm

Apply risk allocation under the Uniform Commercial Code, draft clear and conspicuous waiver language while avoiding common drafting mistakes and deploy other risk-allocation tools including choice of law and forum, liquidated damages, and fiduciary duty disclaimers.