We provide legal services in transactions ancillary to structured financings, such as sales and purchases of whole loans and servicing rights, the development of warehouse financing facilities, together with terminations and defeasances. We also counsel clients on financial market legislation and regulation, providing integrated support including:
- Dodd-Frank compliance and regulatory counseling on swap transactions and risk retention obligations.
- Regulation AB requirements and compliance.
- SEC disclosure and offering documentation.
- Tax structuring integral to deal execution.
- Cross-border transactions involving multijurisdictional regulatory, insolvency, and commercial law issues.
Our attorneys have been involved in thousands of securitizations, structured transactions, and related matters, including:
- Residential mortgage-backed securities (RMBS).
- Commercial mortgage-backed securities (CMBS).
- Asset-backed securities (ABS).
- Insurance-linked securities (ILS).
- Mortgage repurchase financings and facilities.
- Guaranteed investment contracts.
- Collateralized bond offerings (CBOs).
- Collateralized loan obligations (CLOs).
- Collateralized debt obligations (CDOs).
- Collateralized mortgage obligations (CMOs).
- Resecuritizations.
- Credit-linked notes.
- Equity and debt investment funds.
- Energy-related securities.
Our corporate trust attorneys work closely with our securitization and structured finance group and have represented trustees in hundreds of CLO and CDO transactions, including restructurings and liquidations.
We have securitized or financed a wide range of assets, including:
- Aircraft leases.
- Auto loans.
- Catastrophe bonds.
- Closed blocks of life insurance policies.
- Credit card receivables.
- Commercial loans.
- Commercial mortgage loans, including small balance commercial mortgage loans.
- Dealer floor plan receivables.
- Energy assets.
- Equipment leases.
- Foreign check remittances.
- Guaranteed investment contracts.
- Insurance premium finance loans.
- Oil and gas receivables.
- Peer-to-peer/marketplace loans.
- Railcars.
- Residential mortgage loans (conforming, nonconforming, home equity loans, manufactured housing contracts, nonperforming loans, re-performing loans, and HELOCs).
- SBA loans.
- Servicer advances.
- Structured settlements.
- Student loans.
- Synthetic assets.
- Trade receivables.
- Triple net real estate leases.
The market continues to see significant innovation in the type and variety of structured financings and products. We advise clients on the requirements and ramifications of legislative, regulatory, and market factors that influence the financial industry and affect how transactions are structured, closed, and conducted.
Our securitization litigation team works hand-in-hand with our transactional securitization attorneys, giving us a practical advantage: we understand the documents, the market conventions, and the deal structures at issue. We have litigated and arbitrated disputes across virtually every asset class and transaction structure — representing trustees, servicers, issuers, underwriters, investors, originators, and collateral managers in disputes involving:
- Repurchase and indemnification claims arising from alleged breaches of representations and warranties.
- Trustee liability and fiduciary duty claims, including bondholder rights issues.
- Servicer misconduct and PSA compliance claims.
- RMBS and CMBS fraud, misrepresentation, and disclosure claims.
- Special servicer disputes arising from securitized commercial loan pools.
- Collateral manager liability and indenture interpretation disputes.
- Class action claims arising from securitization transactions, including student loan trust issues.
- Benchmark manipulation litigation where claims relate to LIBOR and EURIBOR-linked securitization instruments and structured finance transactions.
