Structured Finance

Our lawyers design layered transaction structures that allocate risk and return efficiently among participants. We draft and negotiate key documents such as trust agreements, sale and servicing agreements, and pooling structures that define the relationships among issuers, trustees, and investors.

The Structured Finance team assists clients in evaluating how accounting standards, such as consolidation rules and fair value accounting, interact with regulatory capital requirements. We help clients maintain compliance with U.S. securities laws, banking regulations, and cross-border disclosure obligations.

We represent issuers, underwriters, and investors in transactions involving consumer receivables, auto loans, credit card portfolios, residential and commercial mortgages, and equipment leases. Our team provides end-to-end guidance, including risk assessment, documentation, and compliance with Regulation AB II and the Securities Act.

Our Structured Finance practice advises on the structuring and management of CLOs, collateralized bond obligations, and other structured credit products. We help clients optimize capital treatment, ensure consistency with Volcker Rule requirements, and address risk retention obligations under U.S. and EU regulations.

We assist clients with SEC-registered offerings, Rule 144A and Regulation S placements, and hybrid structures that combine public and private capital. Our lawyers prepare offering documents, coordinate with rating agencies, and ensure full compliance with disclosure and anti-fraud requirements.

Our team advises on the integration of derivatives and credit-linked instruments into securitization structures. We help design hedging strategies, credit default swaps, and total return swaps that mitigate exposure while maintaining compliance with Dodd-Frank and global derivatives regulations.

We advise on U.S. and international financial regulations, including Basel III and IV, risk retention rules, and SEC reporting requirements. Our lawyers work closely with clients to understand regulatory impacts on capital structure and to design compliant funding models.

The Structured Finance team collaborates with tax specialists to address issues such as withholding tax, transfer pricing, and entity classification. We help clients establish special purpose vehicles (SPVs) and conduits that meet both local and international tax standards while optimizing transaction economics.

We assist clients in resolving disputes involving trustees, servicers, and investors. Our team has experience with litigation related to repurchase claims, waterfall allocations, servicing errors, and disclosure issues. We pursue negotiated resolutions where possible and litigation when necessary to preserve value.

We guide clients through the restructuring of distressed structured finance products and the sale of secondary market assets. Our lawyers assist in modifying transaction documents, negotiating amendments, and coordinating with rating agencies and regulators to achieve efficient and compliant outcomes.