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New Developments in Securitization 2018


Speaker(s): Andrew M. Faulkner, Brent A. Lewis, Charles A. Sweet, Chris DiAngelo, Ellen L. Marks, Ian W. Sterling, Jamie Kocis, Jennifer Earyes, Lee Askenazi, Mark J. Chorazak, Paul R. St. Lawrence, R.J. Carlson, Rachel George, Ryan D. McNaughton, Sairah Burki, Sean M. Solis, Sophie K. Cuthbertson, Stephen S. Kudenholdt, Stuart M. Litwin
Recorded on: Dec. 12, 2018
PLI Program #: 219352

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.


Publications

  • “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 Lewis is a partner in the New York office of Hunton Andrews Kurth LLP and a member of the Structured Finance and Securitization practice group. He regularly represents issuers, underwriters, loan sellers, servicers and other market participants in a variety of structured finance transactions. His extensive experience in securitizations involving all types of residential mortgage loans and commercial mortgage loans has made him a well-known lawyer.

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. 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.

In recent years, Brent has been heavily involved in counseling clients in connection with various credit risk transfer programs. Brent also advises clients on complex issues that arise in legacy RMBS transactions from time to time. He is currently listed as a Recommended Lawyer by The Legal 500.

Brent received his JD from Villanova University School of Law and his BA from Dickinson College.


Charles A. (Charlie) Sweet serves as the practice development leader of Morgan Lewis’ market-leading structured transactions practice group. 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. Charlie advises clients on the federal laws and regulations affecting asset-backed securities and other structured finance products.

Charlie has represented financial industry groups in their responses to many of the regulatory changes in this area since the financial crisis, including Regulation AB II and the Dodd-Frank credit risk retention rules, and he is a frequent speaker at industry conferences. He is the author of The Federal Law of Asset-Backed Securities, published by Bloomberg BNA, and the co-author of the upcoming 4th edition of Offerings of Asset-Backed Securities, to be published by Wolters Kluwer.

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, 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.

Expertise

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 a strategic adviser and industry advocate for prudent governance of the derivatives and securitization markets. Jennifer is the Director of Treasury Risk at Navient, where she works with the executive leadership team to design strategies that safeguard the company’s funding and hedging activities from disruption. Currently, she is leading the enterprise through the transition of globally accepted benchmark rates.

Jennifer is a champion for financial market stability and she believes sensible transitions are possible when industry participants collaborate to develop paths to solutions. She gives a voice to issuers of asset-backed securities on the LIBOR Steering Committee of the Structured Finance Industry Group, serves on the LIBOR Roundtable for the Association for Financial Professionals, and is a member of the Federal Reserve’s Alternative Reference Rate Committee Securitization Working Group.

Jennifer has been navigating financial reform for financial services companies since 2011. She has over a decade of experience in securitization finance and management, and she holds a B.S. in Finance from George Mason University.


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

  • New York

 

Education

  • New York University School of Law (J.D., 1998)
  • Arizona State University (B.S., 1994)


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 the Head of ABS policy at the Structured Finance Industry Group (SFIG). Sairah focuses on regulation that has a broad impact across all ABS asset classes. Her agenda includes such areas as capital and liquidity requirements, the LIBOR transition, risk retention, Volcker, Regulation AB II, and derivatives regulation.

Prior to joining SFIG, Ms. Burki 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 previously held positions with Xerox, UBS and the Federal Reserve Bank of New York.

Sairah is also the Executive Director of the SFIG Foundation, which supports youth education via scholarship funding.

Ms. Burki holds a Bachelor of Arts from Princeton University and a Masters 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:

  1. 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.
  2. 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.
  3. Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  4. Representing VW Credit, Inc. in its 2016 $9 billion auto loan and lease warehouse facility.
  5. 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.”
  6. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility,
  7. 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.”
  8. 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.
  9. 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,
  10. Several tender offers for and restructurings of student loan trusts with auction rate securities,
  11. The first ABS offering in the US backed by Australian auto leases,
  12. 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),
  13. 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 by Best Lawyers.

Mr. Litwin is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.” 

Mayer Brown’s securitization practice, which Mr. Litwin co-heads, was recently named IFLR’s Securitization Law Firm of the Year.

Mr. Litwin currently serves as Co-Chairman of the Legal Counsel Committee of the Structured Finance Industry Group (the trade association for the securitization market).  He has previously served as Chairman of its Auto ABS Committee.

Mr. Litwin is a frequent lecturer and writer on securitization topics.  The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Mr. Litwin. 

Mr. Litwin holds a J.D. from the University of Chicago Law School and an M.B.A. from the University of Chicago Graduate School of Business.  He is also a former Certified Public Accountant and winner of the Elijah Watt Sells Award on the Uniform CPA Examination.


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.

 

EXPERIENCE

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.

 

EDUCATION

  • J.D., Cornell Law School
  • B.A., Williams College, cum laude

 

BAR ADMISSIONS

  • New York


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.


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 on-shore and off-shore) 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 in 1998 and a B.A., magna cum laude, from the University of Pennsylvania in 1995.  She is admitted to practice in Washington, D.C., and the State of New York.