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.
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.
Ellen Marks is a partner in the Chicago office of Latham & Watkins and a member of the firm’s Corporate and Finance Departments.
Ms. Marks handles complex and innovative financial transactions and restructurings with a particular focus on securitization and structured finance. She also handles financial regulatory matters, with an emphasis on swap regulations and securitization regulations, and has extensive knowledge of the federal securities laws, the federal banking laws and their related regulations, including changes resulting from the Dodd-Frank Act.
Ms. Marks is also active in the Business Law Section of the American Bar Association, where she is the immediate past Chair of the Committee on Securitization and Structured Finance. She has chaired the drafting committees for numerous ABA projects and comment letters, including preparing Securitization in the Post-Crisis Economy: An ABA Business Law Section White Paper and comment letters to the Federal Deposit Insurance Corporation on its proposed securitization safe harbor and to the Securities and Exchange Commission on its proposed significant revisions of Regulation AB. Ms. Marks also recently served as co-chair for the Securitization Financial Industry Group's legal counsel committee.
Ms. Marks also has experience in public debt financings, bank note issuance programs, commercial paper and extendible commercial note programs, bank financings, co- branded and private label credit card agreements, card processing agreements, acquisitions of market-place lending platform loans, receivables servicing agreements, general public company representation, mergers and acquisitions, derivatives, fund formation, bankruptcies and cross-border restructurings.
Ian W. Sterling is an Executive Director and Assistant General Counsel in the New York office of J. P. Morgan. Mr. Sterling covers Agency and Non-Agency RMBS, Residential Whole Loan trading and Covered Bonds for the Securitized Products Group of the investment bank. Mr. Sterling came to J. P. Morgan from Barclays, where he had spent the previous 9 ½ years covering a variety of structured finance products. Previously, Mr. Sterling was an Associate in the New York office of Cadwalader, Wickersham & Taft LLP.
Mr. Sterling is a graduate of Harvard University (B.A., magna cum laude, 1990) and Columbia University School of Law (J.D. 1997). He is a member of the New York State Bar Association.
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.
Jennifer Earyes is the director of corporate development and head of Navient’s LIBOR Transition Office (N-LTO). As part of her role, she develops and directs the execution of a strategy to transition LIBOR-based business across Navient to alternative reference rates.
Ms. Earyes is responsible for ensuring that Navient is appropriately represented on industry groups and regulatory committees related to the LIBOR transition. She is a champion for financial market stability, and believes sensible transitions are possible when industry participants and regulators work together to develop solutions.
Ms. Earyes serves on the Commodity Futures Trading Commission’s Interest Rate Benchmark Reform Subcommittee, the LIBOR Steering Committee of the Structured Finance Association and the LIBOR Roundtable for the Association for Financial Professionals. She is also a member of the Alternative Reference Rate Committee Securitization Working Group and Consumer Products Working Groups where she is the Chairperson of the Student Loan subgroup.
Ms. Earyes has over a decade of experience in corporate treasury, capital markets, and contract negotiation. She is a corporate finance industry leader skilled in launching divisions from the ground up. Previously, she established the treasury risk division of Navient where she was responsible for driving the company’s compliance with all derivative and securitization regulations resulting from the Dodd-Frank Act. Prior to that, Jennifer was in charge of the capital markets back and middle offices where she managed the teams supporting an over $200 billion derivative hedge portfolio.
She joined Sallie Mae in 2007 where she held several buy-side roles and was responsible for overseeing the transition of derivative contracts during Sallie Mae’s spin-off to Navient in 2014.
Ms. Earyes was awarded 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).
Lee Askenazi is a partner in the Structured Capital Markets Group of Clifford Chance. He has extensive experience in structured capital markets, including all aspects of residential and commercial mortgage-backed securities, asset-backed securities, collateralized loan obligations, re-REMICs, repurchase facilities and other structured products.
Lee regularly represents the main participants in domestic and international residential (forward and reverse) and commercial real estate-related financing transactions, including sponsors, issuers, investors, collateral managers and asset sellers. In addition, he advises clients in connection with other types of secured financings, including those structured as repurchase transactions and warehouse lending lines. He also represents sellers and purchasers in the disposition of real estate-related assets, including whole loans, participations, mezzanine loans, preferred equity, CMBS, RMBS and CLO securities. His practice also includes all aspects of the acquisition, disposition and financing of servicing advances, mortgage servicing rights and associated servicing platforms, consumer and marketplace loans, and aircraft equipment and leases. Lee represents various sellers, servicer and investors in Freddie Mac's Small Balance Loan securitization program and other GSE-sponsored risk sharing programs.
Lee has also advised participants in the creation and maintenance of several investment funds and joint ventures, particularly those focused on the origination of commercial mortgage loans and the acquisition of distressed assets, and has experience working with derivatives, total return swaps and related products. Lee also has experience representing acquiring companies in negotiated acquisitions of privately held companies.
Lee received his J.D. from Fordham University School of Law in 2003 and his undergraduate degree from Northwestern University in 1998. Lee has been with Clifford Chance since September 2009.
Mark Chorazak is a partner in the Financial Services Group. Mark represents financial institutions on a wide range of bank regulatory, transactional and compliance matters. He regularly counsels banks, thrifts, investors and other financial services firms on strategic matters and compliance issues arising under the Bank Holding Company Act, the Dodd-Frank Act and other key U.S. banking laws. Among other areas, his practice encompasses Volcker Rule compliance, fintech and financial innovation issues, authority and control matters, anti-money laundering counseling, corporate governance and enforcement actions. In addition, he advises on capital and debt offerings, bank mergers and new charters, as well as on minority investments in bank and non-bank financial institutions by private equity firms.
Mark joined the firm from Simpson Thacher, where he was the lead regulatory counsel on some of the largest bank mergers since the financial crisis.
Mark received his J.D. from Duke University School of Law, where he was Editor of the Duke Law Journal and won the Bidlake Prize for Excellence in Legal Writing. He received his MSc in 2002 from Oxford University and his B.A., summa cum laude and Phi Beta Kappa, from Syracuse University in 2000.
Paul St. Lawrence is a partner in the Washington, D.C. office of Cleary Gottlieb. His practice focuses on structured finance and securitization, asset-based finance and derivative products, and related regulatory advice. He has extensive experience representing both the sell-side and buy-side in collateralized loan obligation (CLO) transactions, esoteric securitizations, derivative-based financings, and transactions utilizing other complex financial instruments.
Paul’s recent representations include: advising arrangers and managers in CLO transactions valued at more than $51 billion since 2012; a variety of esoteric securitizations including those backed by mobile phone contracts and facilities services receivables; arrangers counsel on multiple issuances in the revitalized TruPS CDO market; and counsel to both lenders and borrowers on a variety of asset-based loans, including those backed by non-performing and re-performing loans, mortgage-backed securities and other financial assets. In addition, Paul actively advises U.S. and non-U.S. financial institutions, asset managers, and trade associations on the implications of the Volcker Rule, U.S. and EU risk retention requirements, and other regulatory initiatives.
Paul is a frequent speaker and author on these topics, including at IMN’s 2017 ABS East (mobile phone ABS), IMN’s 2017 Investors’ Conference on CLOs and Leveraged Loans (alternative finance and the role of CLO managers as direct lenders panel), IMN’s 2016 Annual Investors’ Conference on European CLOs and Leveraged Loans (risk retention panel), and he co-authored “Esoteric Asset-Backed Securities” in The Review of Securities & Commodities Regulation (March 2016). He was recently recognized by The Legal 500 U.S. as a “Next Generation Lawyer” for Structured Finance.
Paul received his J.D. from Georgetown University Law Center and his B.A. from Georgetown University.
R.J. Carlson is a partner in the firm’s New York Global Finance practice. R.J. has represented issuers, underwriters and credit enhancement providers in a variety of structured finance transactions, encompassing both public and private offerings of securities in domestic and cross-border transactions. His experience also includes the representation of investment fund managers and financial institutions in connection with secured lending and other financing transactions, including repurchase agreements, forward agreements and warehouse lending facilities. R.J. regularly advises clients on the application of the Uniform Commercial Code to a broad range of financings.
Recently, R.J. has represented underwriters in a number of auto loan, lease and floorplan securitizations, as well as equipment loan and lease securitizations. He has also recently represented issuers and underwriters in offerings of residential mortgage-backed securities and purchasers and sellers of residential mortgage loans.
R.J. has been recognized as a leading lawyer in Chambers USA: America’s Leading Lawyers for Business (2011–2017) and in Chambers Global (2013–2017) in the field of Capital Markets: Securitization, where sources describe him as someone who “really understands this industry and how to protect his clients,” and “praise him as ‘super knowledgeable and a super hard worker.’” 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.
Admissions & Certifications
Rachel Gleason George is Senior Vice President and Deputy General Counsel at Navient Solutions, LLC with responsibility for the legal aspects of a wide array of corporate, regulatory and transactional matters, including Navient’s securitization programs. Prior to joining Navient in March 2015, Rachel was a partner in the Banking Department of Chapman and Cutler LLP specializing in structured finance and secured lending matters. Rachel is a frequent speaker on the securitization aspects of financial industry regulations and is a member of the Board of Directors of the Structured Finance Industry Group (SFIG). Rachel is a graduate of Covenant College and of Emory University School of Law.
Sairah Burki is a Managing Director and Head of Policy at the Structured Finance Association (SFA). Sairah develops and leads the strategic response to new policy initiatives on behalf of the structured finance market, including regulatory requirements related to capital and liquidity, the LIBOR transition, risk retention, the Volcker Rule, marketplace lending, blockchain technology, and disclosure requirements. Sairah also speaks frequently on panels covering a wide range of financial regulations and policy initiatives.
Prior to joining SFA, Sairah was the Director of Treasury Policy Affairs at Capital One, leading the company's response to policy initiatives with significant capital markets and corporate finance implications. She also was a Director in the Capital Markets team at Capital One, where she managed a team responsible for raising financing via key securitization markets, including auto and credit card asset-backed securities. Sairah previously held positions with Xerox where she ran its derivatives portfolio and share buyback program, UBS Investment Bank, and the Federal Reserve Bank of New York.
Ms. Burki holds a Bachelor of Arts from Princeton University and a Master’s in Business Administration from the University of Pennsylvania's Wharton School.
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:
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.
A counsel in the Corporate Department, 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 public and private secured and unsecured note offerings and credit facilities. In addition, he advises ABS investors and private equity firms on the structuring, diligence and execution of acquisitions of ABS issuers, potential ABS issuers and asset backed notes.
Prior to and during the credit crisis, Mr. McNaughton focused his practice primarily on traditional securitization asset classes, including RMBS, CMBS, trade receivables, automobile loan ABS and CLOs. Following the crisis, he has focused more extensively on the esoteric ABS market, including significant transactions in each of the following asset classes: whole business and other operating asset and royalty-backed securitizations; tax liens; PACE bonds; timeshare ABS; structured settlements; BDC lending (pre-securitization warehouse facilities); and wireless spectrum.
Other financing asset classes in which Mr. McNaughton has recently represented long-term clients of Paul, Weiss include data centers, alarm and home security receivables, non-performing mortgage loans, venture-capital loans, film and TV production loans and solar development loans. In addition, Mr. McNaughton has worked on numerous public and private bond financings for clients such as the FDIC, Memorial Sloan Kettering Cancer Center and the California Public Utilities Commission.
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.
A distinguished finance and securitization attorney, author and speaker, Sean M. Solis is a partner in the New York office of Milbank, Tweed, Hadley & McCloy and a member of the firm’s Alternative Investments Practice.
Primary Focus & Experience
Mr. Solis has counseled US and international asset managers and hedge funds in connection with tens of billions of dollars of transactions across a wide variety of collateralized loan obligation transactions (“CLOs”) as well as other complex structured credit financing arrangements.
Moreover, Mr. Solis is an expert in the various regulatory regimes applicable in the securitization space including the US and EU Risk Retention Rules and the Volcker Rule.
In addition, Mr. Solis has significant experience with secured and unsecured lending transactions and he has advised asset managers and institutional buyers in connection with strategic investments in private investment firms and on structuring complex transactions in preparation for liquidity events.
Recognition & Accomplishments
Mr. Solis is widely recognized as one of the country’s leading attorneys in the representation of CLO collateral managers and CLO equity investors. Clients describe him as “very intelligent, commercial and always willing to go above and beyond to satisfy client needs and demands.”
Mr. Solis is recognized by Chambers USA (2018), where peers note that he is “a young but very seasoned partner in the CLO space,” and clients praise his work ethic and creativity noting that he “works tirelessly for his clients and is consistently at the forefront of new market developments.”
Mr. Solis is a frequent speaker at securitization industry conferences and is regularly quoted on industry matters by Creditflux, Reuters, Bloomberg and other leading financial media outlets.
Brent’s practical advice helps clients comply with securities law and prepare for the potential impact of proposed and enacted regulatory reforms on capital markets transactions.
His extensive experience counseling issuers, underwriters and other market participants in hundreds of securitizations involving residential and commercial 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 re-emerging private RMBS markets. Brent also advises clients on complex issues that arise in legacy RMBS transactions from time to time.
Sophie Cuthbertson is a partner in the firm’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 for a variety of 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.
In connection with her practice, Sophie regularly advises clients with respect to compliance with the Securities Act, the Exchange Act, the Investment Company Act, the Investment Advisers Act, and other federal and state securities laws.
Sophie is a member of SFIG’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.