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Asset Based Financing Strategies 2018


Speaker(s): Christine Gould Hamm, Edwin E. Smith, Kenneth Chin, Pamela J. Martinson, Pauline M. Stevens, Peter Montoni, R. Marshall Grodner, Rachel Jaffe Mauceri, Scott A. Lessne
Recorded on: Feb. 12, 2018
PLI Program #: 220998

Edwin E. Smith is a partner in the New York City and Boston offices of Morgan, Lewis & Bockius LLP.  He concentrates his practice in general commercial and insolvency law.  He has been a member of the teaching faculty at the Morin Center for Banking Law Studies at Boston University Law School, where he has taught secured transactions and transnational lending and trade finance.  He has also served as a lecturer on secured transactions at Northeastern University Law School of Law, Harvard Law School and Suffolk Law School.  As a Uniform Law Commissioner for the Commonwealth of Massachusetts, he has served as a member of the drafting committees for the 1995 revisions of Article 5 (letters of credit) and the 1999 revisions of Article 9 (secured transactions) of the Uniform Commercial Code and as the chair of the drafting committees that formulated the 2002 amendments to Articles 3 (negotiable instruments) and 4 (bank deposits and collections) of the Uniform Commercial Code, the 2010 amendments to Article 9 (secured transactions) of the Uniform Commercial Code,  the 2014 amendments to the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) and the 2018 Amendments to Articles 1, 3, 8 and 9 of the Uniform Commercial Code to address electronic mortgage notes secured by residential real property and registered in a federal registry.  He has also served on the drafting committees for the Uniform Certificate of Title Act (2005), the Uniform Assignment of Rents Act (2005), the Uniform Manufactured Housing Act (2012), the Uniform Limited Liability Company Protected Series Act (2017), the Uniform Regulation of Virtual-Currency Businesses Act (2017), and the Uniform Supplemental Commercial Law for the Uniform Regulation of Virtual-Currency Businesses Act (2018).  He is currently serving as the chair of the Permanent Editorial Board for the Uniform Commercial Code.  Mr. Smith is a past Chair of the Uniform Commercial Code Committee of the Business Law Section of the American Bar Association and a past member of the Council for the Business Law Section.  He also served as a U.S. delegate on the United Nations Convention on the Assignment of Receivables in International Trade and as a U.S. delegate to the United Nations Commission on International Trade Law (UNCITRAL) working group on creating a secured transactions guide for legislation in United Nations member countries.  He is a member of the American Law Institute, the National Bankruptcy Conference (for which he serves on the executive committee), the American College of Bankruptcy (for which he recently served as a member on the board of directors and as chair of the Policy Committee) and the International Insolvency Institute and is a past President of the American College of Commercial Finance Lawyers.  He is a graduate of Yale University and Harvard Law School.


Peter Montoni is Associate General Counsel for Antares Capital LP where he provides comprehensive legal coverage of significant restructuring and bankruptcy matters.  Peter focuses on complex bankruptcies and out-of-court restructurings (including, without limitation, debt-for-equity restructurings, lender credit bids, contested chapter 11’s and prepackaged and pre-negotiated chapter 11’s).  Peter also provides general support for Antares’s distressed loan portfolio, as well as structuring assistance for challenging new credits.   Peter joined GE Capital, the prior owner of the Antares lending business, in 2006 as senior counsel for GE Capital - Corporate Financial Services where he provided internal legal support for both new financing and workout transactions.  Prior to joining GE Capital, he was an associate in the finance and financial restructuring departments for Morgan, Lewis & Bockius in New York City.  Peter graduated from Hofstra University in 1994 with a Bachelor’s in Business Administration majoring in finance.  He received his J.D. from St. John’s University School of Law in 1997. 


Kenneth Chin counsels and represents lenders and borrowers in connection with corporate and financing transactions.

For over 30 years, Mr. Chin has provided legal and transactional advice to a diverse group of clients, including many of the world’s leading commercial banks; investment banks; debt fund affiliates of major hedge funds and private equity firms; other alternative lenders; and borrowers, in large complex transactions such as leveraged financings, leveraged buyouts, recapitalizations, acquisitions, refinancings, debtor-in-possession financings, workouts and foreclosures.  Mr. Chin’s work on behalf of these clients includes:  secured credit facilities for cash flow loans, asset-based loans and reserve-based loans; bridge loan facilities; second lien facilities; high-yield bond offerings; convertible bond offerings; securitization facilities; insurance premium finance facilities; debtor-in-possession facilities; and mezzanine facilities.

Among his most notable work, Mr. Chin represented the agent and arranger in connection with a $1.5 billion credit facility to a financial institution and $1.1 billion in term and revolving loan facilities to a group of manufacturing companies. He also represented Alvogen and its affiliates in connection with approximately $900 million of credit facilities and Gener8 Maritime in connection with over $2 billion of vessel financings.

Mr. Chin is a regent and fellow of the American College of Commercial Finance Lawyers.  Chambers USA has also recognized him in the areas of banking and finance, lauding him as a lawyer who, according to clients, is “very knowledgeable” and “very creative … in finding solutions,” and who “takes very good care of clients” (Chambers USA 2014).  He was named one of 50 Outstanding Asian Americans in Business by the Asian American Business Development Center.


Pauline M. Stevens is a partner at Allen Matkins Leck Gamble Mallory & Natsis LLP in the Los Angeles office and heads the firm's Commercial Finance Practice Group.

Pauline received her B.A. from Vassar College and received her J.D. from University of Pennsylvania Law School. Prior to joining Allen Matkins, Pauline was an assistant general counsel with Bank of America, and subsequently turned to private practice where she was a partner at Morrison & Foerster LLP. She has been praised by clients and other parties to transactions for being able to help clients solve problems creatively. Her in-depth knowledge of commercial and creditor-rights laws provides Pauline with the ability to negotiate and close complex financing transactions (often involving international, non-traditional and sometimes exotic collateral) on compressed timelines.

In addition to lecturing on commercial finance topics, Pauline's writing has won her a Burton Award for Legal Achievement, and she has been elected a regent of the American College of Commercial Finance Lawyers. Pauline has been recognized by Chambers & Partners USA in Banking & Finance (2007 - 2018), has been selected for inclusion in The Best Lawyers in America in the field of Banking and Finance Law (1998 - 2019) and writes on commercial finance topics, including co-authoring "Guaranties", Chapter 22, Drafting Business Contracts:  Principles, Techniques & Forms (CEB CA 2018).


Christine Gould Hamm is currently managing counsel at Wells Fargo Bank, N.A. Christine and her team of experienced lawyers and paralegals support the Wells Fargo Commercial Distribution Finance business. Christine was senior counsel for a GE Capital equipment finance business that Wells Fargo acquired in March 2016. Prior to joining the GE Capital business in August 2011, Christine was a partner in the Kansas City office of Husch Blackwell LLP and focused her practice in the Banking & Finance, Commercial Transactions, Aviation, Energy Industry, and Public Finance practice groups of the firm. Christine advised commercial financial institutions and corporate clients in various types of financial transactions, including asset-based, cash-flow, equipment, real estate, second-lien, club and syndicated loans and aircraft and equipment leases. In addition to assisting clients in structuring, negotiating and documenting financial transactions, Christine advised clients in workouts, restructurings and liquidations related to financial transactions and distressed loans. She also represented corporate clients in general financing, real estate, acquisition, disposition, investment, joint venture, development and other commercial transactions. 

Christine has a J.D. from the University of Notre Dame Law School, an M.B.A. from the Yale University School of Management, and a B.S. from Saint Mary College (now the University of Saint Mary).


Pamela Martinson represents major institutional and other lenders, lessors, borrowers and equity sponsors. She possesses extensive experience in complex financings of all kinds, including syndicated lending transactions (secured and unsecured), equipment leasing, asset-based lending, unitranche loans, subscription finance and structured finance. Her practice in large part centers on cross-border loans and security, marketplace lending, intercreditor relationships and lending to technology and growth companies, many within FinTech. Pam also has more than ten years of experience as a banker and commercial lender, where she was employed by an asset-based lender and a commercial bank in credit, credit management and sales positions.

Awards and Honors

  • Named the Best Lawyers' 2014 Palo Alto Banking and Finance Law “Lawyer of the Year”
  • Leading lawyer in Banking & Finance, Chambers USA (2011–2017)
  • Leading lawyer in banking law and structured finance law, The Best Lawyers in America (2007–2019)
  • Leading lawyer in bank lending, The Legal 500 (2012)
  • Leading lawyer in equipment finance law, The Best Lawyers in America (2011–2019)
  • Fellow, American College of Commercial Finance Lawyers (Executive Committee Officer, 2016 – present)

Memberships & Activities

  • Observer to Uniform Law Commission Drafting Committee on Regulation of Virtual Currency Businesses (2015-2017)
  • Co-chair, Women in Law Empowerment Forum Advisory Board
  • American Bar Association, Vice-chair of Secured Transactions Subcommittee
  • Member, Board of Trustees, Woodside Priory School
  • BuildOn West Coast Board
  • Past member, UCC Committee of the Business Law Section, State Bar of California, and chair of Subcommittee on Legal Opinions

Education

  • Harvard Law School (J.D., 1989)
  • University of Denver (MBA, 1983)
  • University of Denver (B.A., 1980, magna cum laude, Phi Beta Kappa)


R. Marshall Grodner is a member in the firm's Baton Rouge office. His practice focuses primarily in commercial transactions, secured transactions, commercial finance, opinion letters, and commercial real estate. Marshall serves as chair of the firm's legal opinion committee. He is also the Treasurer of and a Fellow in the American College of Commercial Finance Attorneys. Marshall is the President of the Association of Commercial Finance Attorneys. He is also the First Vice Chair of the Commercial Finance Committee of the Business Law Section of the American Bar Association. Marshall has served as an adjunct professor at the Louisiana State University Law Center. He has authored or co-authored several articles in law reviews and other publications dealing with commercial finance, secured transactions, commercial real estate and other business law issues. Marshall has also delivered lectures and papers throughout the country dealing with loan documentation, secured transactions, ethics and professionalism in the transactional context and real estate law.


Rachel Jaffe Mauceri is of counsel in the Philadelphia office of Morgan Lewis.  She has over 17 years of experience counseling clients in complex bankruptcy and restructuring matters. Her practice includes representing debtors in pre-negotiated and traditional bankruptcy proceedings, debtor-in-possession financing, bankruptcy litigation, creditors’ rights and workouts, the purchase and sale of assets out of bankruptcy, and other aspects of bankruptcy and reorganization. Rachel’s clients include debtors, financial institutions, indenture trustees, pension and benefit plans, potential acquirers, and other significant creditors and parties in interest.

Rachel regularly moderates and participates in panel discussions on bankruptcy-related matters and writes on current issues in bankruptcy. She is an active member of the Turnaround Management Association, and currently sits on the board of directors of the Philadelphia-Wilmington chapter (and is chair of the chapter’s Network of Women affinity group).  She is also co-chair of the 2019 TMA NOW Summit and the 2019 TMA Mid-Atlantic Regional Symposium.  Rachel is also a member of the American Bankruptcy Institute and IWIRC. She sits on the board of the Consumer Bankruptcy Assistance Project and is a member of the 2019 VALCON Advisory Board.

Before joining Morgan Lewis, Rachel was an associate in the New York office of another international law firm, where she focused on bankruptcy and restructuring. She graduated in 2001 from Yeshiva University’s Benjamin N. Cardozo School of Law, Member of the Coif, cum laude, and from Ithaca College in 1995. While in law school, Rachel interned for Judge Prudence Beatty Abram of the United States Bankruptcy Court for the Southern District of New York.

Rachel is admitted to the bars of New York, New Jersey and Pennsylvania, and the courts of the Southern District of New York, the District of New Jersey and the Eastern District of Pennsylvania.


Scott Lessne is a Senior Counsel in the Financial Services Group in Crowell & Moring’s Washington, D.C. office where is he the chair of firm’s Commercial Finance and Lending group. He is also a member of the firm’s Blockchain and Distributed Ledger Technology initiative which focuses on providing practical advice to financial institution and corporate clients on how these new technologies will impact their respective industries and how to implement these technologies in compliance with existing laws and regulations. 

Scott’s practice involves the representation of financial institutions in connection with the negotiation and documentation of secured and unsecured commercial, asset - based and real estate loan restructures as well as advising clients on legal issues arising in complex single and multi-lender loan workouts and restructures. In addition, Scott advises financial institution clients on creditors’ rights remedies including judicial and non-judicial enforcement actions and bankruptcy strategies. Scott’s practice also includes structuring, negotiating and documenting new complex commercial loan origination transactions across multiple industries. 

His prior experience includes tenure as the senior in-house lawyer at a major global bank responsible for providing and managing all legal services for the commercial and real estate loan workout division of the corporation. Scott has also served as the General Counsel for the healthcare finance division of a commercial finance company and more recently as the General Counsel of the finance company’s regulated bank subsidiary. Prior to his in-house experience, Scott was in private practice where he developed his expertise in commercial loan restructuring, creditors’ rights and lending. Scott began his legal career as a law clerk to the Superior Court Judges of the State of Connecticut.
 
Scott is a past President of the Association of Commercial Finance Attorneys, Inc. and is a Fellow and former Regent of the American College of Commercial Finance Lawyers. He recently co-chaired the ABA Commercial Finance Committee’s subcommittee on Loan Documentation and is currently a member of the Commercial Finance Committee’s Programs subcommittee.  He has taught a course in Secured Transactions as a member of the adjunct faculty of Suffolk University Law School. Scott is a regular speaker on topics relating to commercial finance, loan workouts, creditors' rights and bankruptcy.