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New Developments in Securitization 2020

Speaker(s): Alexis A. Pederson, Andrew M. Faulkner, Brent A. Lewis, Charles A. Sweet, Chris DiAngelo, Gregg S. Jubin, Jamie Kocis, Jennifer Earyes, Mark Chorazak, Mary Beth Fisher, R.J. Carlson, Ryan D. McNaughton, Sophie K. Cuthbertson, Stacy G. Ackermann, Stephen S. Kudenholdt, Stuart M. Litwin, Susan A. McCarter
Recorded on: Nov. 4, 2020
PLI Program #: 277626

Alexis Pederson is Capital Markets Senior Company Counsel in the Wells Fargo Legal Department where she manages a team of attorneys responsible for advising Wells Fargo’s transition efforts from LIBOR to alternative reference rates and supports the firm’s global LIBOR Transition Office. Alexis represents Wells Fargo on the Alternative Reference Rates Committee (ARRC), a group of private-market participants convened by the Federal Reserve to help ensure a successful transition from U.S. dollar LIBOR to a more robust reference rate. Alexis is also active in a number of the ARRC’s working groups and other industry forums focused on the transition to alternative benchmark rates.

Alexis joined the company in 2006 and most recently served as Capital Markets Counsel in the Derivatives & FX Section of the Legal Department where her primary responsibilities included support of the regulatory and transactional derivatives matters. She has extensive experience advising on the negotiation and implementation of margin documentation for uncleared derivatives transactions. She received a B.A. in Government from Cornell University and a J.D. from the University of Pennsylvania Law School. She is a member of the New York Bar and is based in New York City.

Andrew M. Faulkner has represented participants in asset-backed securities transactions since 1985.

Mr. Faulkner has acted as counsel in public offerings and private transactions involving the issuance of securities backed by credit cards, auto loans, marketplace loans, commercial real estate loans and trade receivables. He has represented commercial paper issuers and arrangers, as well as sellers of assets to asset-backed commercial paper programs. He has advised on cross-border issuances into and out of the United States. In addition, he has advised issuers of commodity index linked structured products, including exchange traded funds.

Mr. Faulkner has a broad credit card securitization practice. He helped establish credit card master trusts for many major issuers and has represented issuers and the underwriters of securities backed by VISA and MasterCard receivables and retailer private label credit card receivables. Mr. Faulkner has worked on structural innovations for the public issuance of subordinated classes of credit card receivables-backed securities. He also has represented buyers and seller of portfolios of credit card accounts. Mr. Faulkner has acted as counsel to the issuers or to the underwriters in securitized transactions by Chase, 1st Financial Bank USA, Target Corporation, Bluestem Brands and many other issuers.

Recent transactions have included wireless tower asset-backed securities; Canadian CMBS; the establishment of warehouse financing arrangements for consumer loans; acquisitions, financings and securitizations of marketplace loans; restructurings of securitization programs; and sales of consumer loan portfolios. Mr. Faulkner has advised clients on regulatory developments, including the implementation of Regulation AB, risk retention rules and the Volcker Rule.

Mr. Faulkner represented SIFMA in connection with the preparation of comment letters on rules proposed to implement conflicts of interest limitations for securitization participants under the Dodd-Frank Act. He also represented the American Securitization Forum in efforts to modify and preserve the FDIC’s legal isolation safe harbor for securitization transactions.

Mr. Faulkner repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. He was named Best Lawyers’ 2018 and 2016 New York Securitization and Structured Finance Lawyer of the Year and was named in Expert Guides’ Best of the Best USA in 2017.

Mr. Faulkner is a member of the board of directors of the Structured Finance Industry Group and of the World Music Institute.


  • “Despite Challenges, Risk Retention Rules Set to Impact All Asset-Backed Securities by End of 2016,” Skadden, Arps, Slate, Meagher & Flom LLP, April 26, 2016
  • “Regulators Adopt Final Risk Retention Rules for Asset-Backed Securities,” Skadden’s 2015 Insights - Financial Regulation, January 2015
  • “Regulation AB: New Rules for Publicly Issued Asset-Backed Securities,” Skadden’s 2015 Insights - Financial Regulation, January 2015
  • “Structured Finance Alert: Final Rule to Implement Dodd-Frank Risk Retention Requirement,” Skadden, Arps, Slate, Meagher & Flom LLP, December 2014
  • “Structured Finance Alert: SEC Adopts Final Regulation AB II Rules,” Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2014
  • “Entering a New Regulatory Era Under the Final Volcker Rule,” Skadden’s 2014 Insights - Financial Regulation, January 16, 2014
  • “Structured Finance Alert —The Final Volcker Rule: Impact on Securitizations,” Skadden, Arps, Slate, Meagher & Flom LLP, January 8, 2014
  • “The Volcker Rule: A First Look at Key Changes,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2013
  • “US Financial Regulators Issue Final Volcker Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, December 10, 2013
  • Structured Finance Alert: “Proposed Rule to Implement Dodd-Frank Risk Retention Requirement,” Skadden, Arps, Slate, Meagher & Flom LLP, October 2013
  • “Agencies Propose Revised Risk Retention Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2013

Brent’s extensive experience counseling issuers, underwriters and other market participants in hundreds of securitizations involving residential mortgage loans has made him a well-known structured finance lawyer.

Brent assists clients in navigating novel transactions and designing new securitization programs. He is focused on promoting efficient solutions to tough problems in the r private RMBS markets. Brent has been recognized by Chambers USA and Legal 500 as a leading securitization attorney. He is a frequent speaker on RMBS/securitization/capital markets topics, and has written extensively on these topics as well. 

Brent graduated from Villanova University School of Law in 2001.

Charles A. (Charlie) Sweet serves as the practice development leader of the firm’s structured transactions group.  He advises clients on the federal laws and regulations affecting asset-backed securities and other structured finance products, and his securitization experience encompasses a wide variety of asset classes, including automobile loans and leases, student loans, marketplace loans and residential mortgages.  Charlie has worked on many innovative transactions and structures, with sponsors ranging from finance arms of Fortune 500 companies to technology-driven emerging growth companies.  He co-authored the fourth edition of the leading industry treatise, Offerings of Asset-Backed Securities (Wolters Kluwer).

Charlie is a co-chair of the Legal Counsel Committee of the Structured Finance Association (the trade association for the securitization market), and is a frequent speaker at industry conferences.  Charlie has represented the SFA and other financial industry groups in their responses to many of the regulatory changes in the structured finance area since the financial crisis, including LIBOR transition, Regulation AB II and the Dodd-Frank credit risk retention rules.  He was the original author of The Federal Securities Law of Asset-Backed Securities (Bloomberg BNA).

Charlie also has a background in other federal securities law and general corporate matters, in industries extending from banking to technology.  His corporate practice has emphasized public offerings and private placements of securities, but he also has broad experience in other types of transactions, including repurchase and debt facilities, tender offers, mergers and acquisitions, and partnerships and joint ventures.

At the University of Texas School of Law, Charlie was a member of the Order of the Coif, a member of the Chancellors (the school’s highest honorary organization) and an associate editor of the Texas Law Review. He is a member of the American Bar Association.

Chris DiAngelo is managing partner of Katten's New York office and a member of the firm's Board of Directors and Executive Committee. He focuses his practice on structured finance and securitization matters. Chris represents a variety of clients, including issuers, lenders, underwriters, and private equity and hedge funds, in a wide range of programs and projects involving asset-backed debt, municipal debt, straight corporate debt and equity, warehouse lines, regulatory matters and acquisitions.

Chris's clients describe him as a "significant market player" and say "He has the ability to zero in on the legal and business issues, explain them and then find an appropriate solution," according to Chambers USA. Additionally, clients admire Chris's regulatory knowledge, and say "He's up on current regulations and even what's bouncing around the regulators' heads" (Chambers USA). Throughout the last decade, he has developed a strong knowledge of housing and mortgage policy reform—including Fannie Mae and Freddie Mac reform—a topic on which he is a frequent speaker. Chris has also spoken on the impact of the Dodd-Frank Act on structured finance.

He is a lead counsel to the Structured Finance Industry Group (SFIG) and outside counsel to a Washington, DC lobbying firm concentrating in financial services matters. He is the chairman of SFIG's Political Action Committee and co-chair of the Legal Counsel Committee. Chris has testified before the US House Committee on Financial Services on the issues confronting the commercial real estate market, and frequently appears and provides commentary at industry forums on financial and regulatory matters. He has been recognized in the media as a leader in the field of capital markets and securitization.

Prior to entering private practice, he was on the staff of the New York State Housing Finance Agency, a prominent municipal issuer.

Jamie Kocis advises securitization participants in both warehouse securitization facilities and term securitizations across all esoteric asset classes. She serves as deal counsel in market-leading transactions involving new and emerging asset classes, including in the solar asset and commercial PACE (property assessed clean energy) space.

Jamie represents issuers, underwriters, borrowers, lenders and service providers in structured finance transactions involving a variety of asset classes, including timeshare loans, solar assets, commercial PACE assets, structured settlements, lottery receivables, equipment leases, auto loans, consumer loans, small business loans, collateralized debt obligations, commercial mortgage loans, marketplace lending, distressed assets, government contract receivables, student loans, and trademark and licensing rights. She also counsels investment funds in their participation in tender option bond programs.

Jamie is co-chair of Kramer Levin’s Women’s Initiative Committee. She received her J.D., magna cum laude, from University of Miami School of Law, and her B.S. from Binghamton University, State University of New York.

Jen Earyes is the Head of Policy for the Structured Finance Association where she is responsible for developing policy initiatives for the organization and ensuring the priorities of the industry and SFA’s member organizations are understood, considered, and addressed across policymaking bodies. Jen is a champion for financial market stability and helps connect market participants with policymakers.

Prior to joining the SFA team, Jen served in several roles at ABS-issuer-firm Navient, including most recently as corporate development director and head of the LIBOR transition office. Previously, she served as a director of capital markets and head of CFO strategic initiatives. Earlier in her tenure at Navient, Jen designed and launched the division of Treasury risk for the student loan servicer where she led the enterprise through its compliance with Dodd-Frank-driven regulations impacting hedging and funding activities. Prior to that, she was in charge of the capital markets middle and back offices where she managed teams supporting an over $200 billion derivative hedge portfolio.

Jen is a corporate finance industry leader experienced in high-paced environments with rapidly changing priorities. She has served on numerous committees hosted by regulators and industry groups over the years, including serving as Chairwoman of the Alternative Reference Rate Committee Student Loan Group, as an appointee to the Commodity Futures Trading Commission’s (CFTC) Interest Rate Benchmark Reform Subcommittee, and as an advisor of the Treasury Advisory Group for the Association for Financial Professionals.

Jen earned a Bachelor of Science with Distinction in Finance from the School of Business at George Mason University and is designated as a Certified Treasury Professional (CTP).

Mark Chorazak is a partner in the global Financial Institutions Advisory & Financial Regulatory practice.  His practice centers on providing strategic bank regulatory advice to domestic and foreign banks, non-bank financial institutions, and financial technology firms.

Mark’s expertise covers the full spectrum of banking law, from traditional bank regulatory issues to cutting-edge regulatory and legislative developments.  He regularly counsels on issues arising under key U.S. banking laws, including the Dodd-Frank Act, the Bank Holding Company Act, the Change in Bank Control Act, the International Banking Act, the Bank Secrecy Act, and the Bank Service Company Act.  Among other areas, Mark advises on authority and control questions, fintech and financial innovation issues, chartering and expansionary proposals, corporate governance practices, affiliate transaction restrictions, Volcker Rule compliance, anti-money laundering and sanctions compliance, and enforcement actions.  In addition, he advises on capital and debt offerings and private investments in bank and non-bank financial institutions.  He has obtained regulatory approvals on a wide range of transactions, including for some of the largest bank mergers.  Recently, Mark has been advising financial institutions on the regulatory implications of the transition from LIBOR.

Mark has been recognized as a leader in the financial services space, including by Chambers USA, where clients described him as “incredibly knowledgeable” and “highly perceptive.”  He is also recognized as a “Rising Star” by IFLR1000.  Prior to private practice, Mark was a law clerk for the Hon. John W. Noble, Delaware Court of Chancery.  Prior to joining Shearman & Sterling, Mark was a partner at Cadwalader, Wickersham & Taft and counsel at Simpson Thacher & Bartlett.

Mary Beth Fisher is a managing director in the New York, NY office of Amherst Pierpont Securities focusing on investment strategy in structured products and interest rate risk.

Mary Beth has been a sell-side analyst on Wall Street for the better part of 20 years, at various times covering commercial and residential mortgage-backed securities, interest rate strategy and derivatives, and investment grade credit. Recently she spent several years as a visiting professor at Duke University teaching quantitative finance, money and banking, and ethics in finance to undergraduate and graduate students in the economics department.

Mary Beth has a PhD in mathematics from Duke University and a Bachelor of Arts from DePauw University. While in graduate school Mary Beth worked in research labs at the Chemical Industry Institute of Toxicology in pharmacokinetic modeling, at Duke Hospital doing image analysis in schizophrenia and prostate cancer studies, and at the Board of Governors of the Federal Reserve developing interest rate and econometric models. After graduation Mary Beth took a job at Vertex Pharmaceuticals in drug research before switching back into finance (because the business moved faster and paid better).

R.J. Carlson is a partner in Sidley Austin LLP’s New York Global Finance practice. R.J. has represented issuers and underwriters in a variety of structured finance transactions, encompassing both public and private offerings of securities in domestic and cross-border transactions. Recently, R.J. has represented issuers and underwriters in offerings of residential mortgage-backed securities and purchasers and sellers of residential mortgage loans.  He has also recently represented underwriters in a number of auto loan, lease and floorplan securitizations, as well as equipment loan and lease securitizations. 

R.J. has been recognized as a leading lawyer in Chambers USA: America’s Leading Lawyers for Business (2011–2020) and in Chambers Global (2013–2021) in the field of Capital Markets: Securitization. In 2020 and 2021, he was named as a “Spotlight Lawyer” in RMBS by Chambers Global. R.J. has been recognized in the 2014–2016 editions of the IFLR1000 as a “Leading Lawyer” in Structured Finance and Securitization in the United States. Additionally, R.J. is recommended in structured finance in The Legal 500 US 2014–2015

Stacy Ackermann is a finance partner at K&L Gates LLP, practice area leader for the firm's global finance practice and also serves on the firm’s management committee. Stacy advices financial institutions, investment funds and other market participants in all aspects of structured finance and credit market transactions. Stacy has extensive experience representing servicers of commercial mortgage-backed securities, including securitizations, the purchase and sale of servicing rights and all other aspects of asset management for performing and nonperforming assets.  She also has extensive experience leading complex loan restructurings and workouts involving highly structured debt secured by commercial real estate. 

Stacy’s practice extends beyond typical transactional finance representations to include risk management and strategic advisory services for her clients.  In addition, Stacy is a recognized leader in the commercial real estate finance industry and frequently speaks on current legal issues at industry-wide events. 

Stephen Kudenholdt is Dentons' Head of Structured Finance and a member of the US Capital Markets practice. Stephen is recommended by The Legal 500 US as "truly one of the more well-known lawyers in the mortgage space." His areas of practice include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS) and other asset-backed securities (ABS), primarily focusing on residential mortgage loan securitization as well as re-securitization transactions involving various classes of mortgage-backed securities. He represents issuers, underwriters, loan sellers and other entities in public offerings and private placements.

Ranked Band 1 by Chambers Global (2018) and Band 1 by Chambers USA (2018) for nine consecutive years, Stephen has been praised by clients as “really smart,” an “excellent lawyer with a lot of presence” and "one of the leading lights of RMBS." He has helped develop many transaction structures and formats that have become industry standards, including shifting interest subordination techniques. His recent transactional work includes representing both issuers and underwriters in the securitization of distressed assets by federal agencies, and also in the re-emerging private RMBS markets.

Stephen, who is described by Chambers USA as “one of the grandmasters of the industry,” is a member of the board of directors of the Structured Finance Industry Group (SFIG), and is actively involved in a number of SFIG committees and initiatives pertaining to LIBOR transitioning, residential mortgages and RMBS. He is also a frequent writer and public speaker on regulatory developments affecting securitizations.

Stuart M. Litwin is a partner and co-head of the Securitization/Structured Finance Practice at Mayer Brown LLP.

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, structured financings and loan purchase transactions.

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes.

Mr. Litwin also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies which are more difficult to fund in securitization or banking markets).

Recent important engagements have included:


  • Representing Bank of America Merrill Lynch as underwriters counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts. Mr. Litwin has acted as underwriters counsel in all of the subsequent Verizon ABS transactions.
  • Representing Morgan Stanley as underwriters counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
  • Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  • Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  • The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks.The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2013 “Deal of the Year.”
  • Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  • Acted as initial purchasers’ counsel in the first-ever solar ABS deal to provide backleverage for tax equity.SolarCity was the sponsor and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse.This deal was selected by IFLR as their 2015 “Deal of the Year.”
  • The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold.Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
  • Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions,
  • Several tender offers for and restructurings of student loan trusts with auction rate securities,
  • The first ABS offering in the US backed by Australian auto leases,
  • Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing),
  • The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Mr. Litwin represents virtually every major bank and investment bank in at least some aspect of its business.  Mr. Litwin has regularly been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney.

Mr. Litwin was named “Securitization/Structured Finance Lawyer of the Year” for 2017, 2018 and 2019 by Best Lawyers.

Susan McCarter is a managing counsel at Wells Fargo specializing in structured products and asset-backed financings.  She also provides legal counsel to the investment products group at Wells Fargo.

Susan graduated cum laude from New York Law School and has an LL.M. in taxation from New York University School of Law.

Prior to joining Wells Fargo, she was an associate at Cadwalader, Wickersham & Taft, LLP.

A partner in the New York office, Ryan D. McNaughton represents underwriters, issuers, lenders, borrowers, private equity firms and other financial institutions in a variety of structured and asset backed financings, including credit facilities, direct private placements, and public and private securities issuances.

Mr. McNaughton has worked on a wide range of traditional and esoteric securitization asset classes, ranging from RMBS and numerous real-estate-related asset classes such as data centers, wireless towers, tax liens, timeshare, PACE, solar loans, home improvement loans and fix-and-flip investor loans, to esoteric whole business and other operating asset and royalty-backed securitizations.

During the coronavirus pandemic, Mr. McNaughton has devoted significant energy to advising clients on how to prepare for potential litigation and restructuring activity related to structured products, including with respect to complex hedging and derivatives positions such as CMBX.

Mr. McNaughton is currently an Adjunct Professor at Cornell Law School, where he teaches a seminar on Secured Transactions. He is also an avid classical pianist.

Gregg Jubin is a partner in the Capital Markets Group and Managing Partner of the Washington, D.C., office. He practices in both Washington and New York. Gregg has 29 years of experience in corporate and finance transactions, with particular emphasis in transactions involving hedge funds and private equity fund of funds, structured funds, collateralized debt obligations, derivatives, synthetic structured products, and other types of structured products. Gregg represents the managers of hedge funds and private equity fund of funds, collateral managers, investment banking firms, commercial banks, broker dealers, and other financial institutions.

Gregg's practice involves structuring and organizing onshore and offshore hedge funds (including commodity pools, fund of funds, and master/feeder funds), private equity fund of funds and other investment vehicles, developing, negotiating and documenting a wide variety of financial products, and providing advice to clients with respect to compliance with the Commodity Exchange Act, the Investment Company Act, the Investment Advisers Act, the Securities Act of 1933, and other federal and state securities and commodities laws and regulations. Gregg is recognized as a leading lawyer in securitization by Chambers USA and Chambers Global.  

He received his J.D., magna cum laude, from Syracuse University College of Law, where he was a member of the Law Review and Moot Court Board.

Sophie Cuthbertson is a partner in Cadwalader’s Capital Markets Group. Sophie’s work focuses on innovative and complex structured finance transactions and private fund formation for high-profile clients. She is at the forefront of the initiative to develop securitization structures and fund products for alternative finance providers and marketplace lenders, and has completed a number of innovative deals within the space. She advises issuers, underwriters, initial purchasers, hedge funds and private equity funds in private Rule 144A/Regulation S and public securitization transactions and other financings for varied asset types, including student loans, personal consumer loans, solar loans and other financial assets.

Sophie also has extensive experience advising on the structuring, formation and operation (both onshore and offshore) of privately offered alternative investment products, including U.S. and non-U.S. hedge funds, private equity funds, hybrid funds and fund-of-funds. She advises registered and unregistered investment advisers and a variety of fund sponsors, including fintech originators. She also has significant experience with institutional and retail unsecured medium-term note offerings and other investment and non-investment grade public, and private debt offerings representing both underwriters and large public company issuers.

Sophie is a member of the Cadwalader LIBOR Transition Team advising clients in all aspects of the LIBOR transition and manages large scale LIBOR transition projects for clients.

Sophie is also a member of SFA’s Advocacy Committees for Women in Securitization and for Marketplace Lending, and takes an active role in initiatives that have been instrumental in bringing about significant changes for the benefit of the broader industry. Sophie has taken a leading role as Committee Chair for Practising Law Institute’s (PLI) long-tenured seminar, “New Developments in Securitization.” She is also a former fellow and active member of the Leadership Council on Legal Diversity.

Prior to joining Cadwalader, Sophie was a corporate finance associate at Skadden, Arps, Slate, Meagher & Flom LLP. She received her J.D. from New York University School of Law and a B.A., magna cum laude, from the University of Pennsylvania.  She is admitted to practice in Washington, D.C., and the State of New York.