I'd trust Adobe Audition over Ulead... I don't own Audition, but I do own a few Corel/Ulead programs.
That said, upsampling is pretty simple, and there probably isn't any difference.
I do have a strange problem with the Ulead AC3 encoder (fully-licensed, of course). If I don't reduce the audio level, I get distortion.* So, my standard procedure is to set the Ulead volume slider at "75%" before encoding/transcoding.
To me this is weird... You should
never get clipping with a digital-to-digital conversion! It might have something to do with the AC3 metadata causing clipping at playback time...

If I recall correctly, there is something in the AC3 format to set the "dialog" level (somewhat like ReplayGain does???). Ulead does not give you any control over these "secret" settings.
Most of these files are being transcoded from MPEG-2 audio, because that's what I get from my analog video-capture card. But, I
think I've had the same problem with WAV files and A/V files with LPCM audio.
* I
assume it's clipping because it's most noticeable on the loud parts, and reducing the volume fixes it. But, I've never decoded the AC3 and "looked-at" the waveforms. (I just heard distortion on the loud parts and decided to reduce the level.)