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New Developments in Securitization 2019


Speaker(s): Andrew M. Faulkner, Brent A. Lewis, Charles A. Sweet, Chris DiAngelo, Christian Moor, Daniel Michael, Ellen L. Marks, Ian W. Sterling, Jamie Kocis, Jennifer Earyes, Jennifer S. Myers, Michael L. Urschel, Peter C. Morreale, R.J. Carlson, Richard Pugh, Sairah Burki, Salim Nathoo, Sophie K. Cuthbertson, Stephen S. Kudenholdt, Stuart M. Litwin
Recorded on: Nov. 6, 2019
PLI Program #: 252418

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’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.


Christian Moor joined the European Banking Authority (EBA) in November 2010 and is the team leader of the Capital Markets Union group. Responsible for strategy, regulation, policy and co-ordination with national supervisory authorities on numerous topics including securitisation, covered bonds, infrastructure finance and sustainable finance since June 2013

While at the EBA, he developed the STS/STC  securitisation framework in Europe,re-calibrated the capital requirements for STS securitisation and published guidelines on the interpretation of the STS criteria. He is currently leading on the harmonisation of significant risk transfer assessments for securitisation, the creation of a STS framework for balance-sheet synthetic securitisation and NPL securitisation in Europe.

While at EBA, he has also disegned the European covered bonds legal framework and provided recommendation on the possible creation of European Secured Notes for SME and infrastructure loans.

Christian is EBA’s representative in the Basel Securitisation & Rating workgroup, the European Commission’s Expert Group of the European Securities Committee, ESMA’s Credit Ratings Agencies Committee and observer at the European Covered Bonds Council Label Committee, the Prime Collateralised Securities Board and European Data Warehouse Board.

Prior to this position, Christian worked at De Nederlandsche Bank (DNB) as a banking supervisor in the Netherlands. From 2000 to 2008, he held various roles within structured finance and covered bonds at HSBC Bank, Fitch Ratings and Fortis Bank. At HSBC he was responsible for the origination and structuring of securitisation and covered bonds transactions in Northern and Eastern Europe, while at Fitch he rated RMBS and Covered Bonds transactions across Europe.

Christian holds an MSc in economics from the University of Groningen (the Netherlands).


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.


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).


Jennifer S. Myers is a financial institutions lawyer with deep experience in the areas of structured and specialty finance, derivative products, and other complex capital markets instruments.  She has extensive experience advising illiquid assets businesses and has deep expertise in regulatory compliance and corporate governance for financial institutions and asset managers, including registered (BDCs, REITs, and mutual funds ) and unregistered ( private equity, real estate, and hedge) funds. 

She provides both transactional and regulatory advice in connection with a broad range of securitized products (RMBS, CMBS, credit cards, automobile loans, CLOs, CDOs) as well as pool purchases of performing and non-performing loans.  Prior to joining Baker Tilly, she advised the launch and ongoing operations of numerous complex capital markets businesses at three global investment banks and was a member of the Banking, Risk, and Compliance practice at a major global management consulting firm.  She began her career as a structured finance and capital markets lawyer at Shearman & Sterling.

Experience:

  • Advised development of RMBS, CMBS, and distressed debt trading businesses at major global investment bank, including design and implementation of regulatory compliance, risk management, and corporate governance infrastructure. Developed specialized compliance programs for high-yield, RMBS, and ABS trading businesses.
  • Dodd-Frank subject matter expert for major management consulting firm, including Dodd-Frank readiness assessment and analysis of client businesses for Volcker Rule compliance.Developed “best practices” for private and registered fund compliance under SEC Rule 206(4)/38a-1, including risk assessments/risk management, governance and supervision, conflicts of interest/internal business conduct, pricing and valuation.
  • Advised leading global bank on Dodd-Frank compliance for asset management division, including implementation of automated compliance portal across multiple lines of business, process development, client onboarding, and training.
  • Advised asset manager on establishment of publicly-traded private equity vehicle focusing on middle market lending for the renewable equity sector.Responsible for all regulatory and compliance matters, including structuring of fund and guidance through SEC registration process as well as development of ongoing compliance program and corporate governance. Developed and implemented “greenfield” compliance program for reverse mortgage REIT.

Involvement:

New York City Bar Association Structured Finance Committee

Securities Industry and Financial Markets Association, Compliance and Legal Division

 National Society of Compliance Professionals

100 Women in Finance, Women in Derivatives (WIND)

Financial Women’s Association

Education:

J. D., Harvard Law School

B. A., Yale University

Admissions:  New York


Michael Urschel is a partner in the New York office of King & Spalding LLP and focuses his practice on debt capital markets, securitization and specialty lending.

He currently leads the Specialty Finance team and is the co-chair of the Financial Services leadership team. He advises financial institutions and issuers on financing opportunities, regulatory matters and portfolio acquisitions and dispositions.

Michael is recognized by Chambers USA and Legal 500 U.S. and has been profiled by Asset-Backed Alert. He was also named a Rising Star for Banking in the 2016, 2017 and 2018 IFLR 1000 guides. He currently serves on Law360’s Capital Markets Editorial Advisory Board.


Peter Morreale represents issuers, underwriters, servicers and other entities in connection with the structuring, negotiation and execution of asset finance transactions. He focuses on bank lending, public and private MBS and ABS offerings, CLOs, private equity transactions, structured finance transactions and purchases, sales and financings of various types of financial assets and related servicing.

Peter also advises clients with respect to ’34 Act reporting requirements, including on Forms 10-Q, 10-K and 10-D, and counsels parties in connection with pre-litigation and litigation strategy and issues.

Prior to joining Cadwalader, Peter was a Managing Director and Associate General Counsel with Goldman, Sachs & Co. LLC. He has also served as a partner and held leadership roles at Nixon Peabody LLP and McKee Nelson LLP.      

Peter received his J.D. from Fordham University, where he served as an Associate Editor of the Fordham Law Review, and his B.A. from the Georgetown University. Peter is admitted to practice in New York, the District of Columbia and Connecticut.


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)


Richard Pugh is Associate General Counsel & Director in the London office of Bank of America specializing in securitization and commercial real estate finance.

He is also co-chair of the ICMA European Securitization Forum and the SFIG European Task Force.

Richard worked at Dechert and then Herbert Smith Freehills before joining Bank of America in 2011. 

Richard is also a founder and board director of Parallel Learning Trust, which operates several schools in the UK specializing in children who have been excluded from mainstream education. 


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.


Salim Nathoo is a partner in the London office of Allen & Overy and manages the global securitisation group. His experience covers a wide variety of asset classes, across a number of jurisdictions utilising a range of structures. In particular he has extensive experience in advising originators, issuers, conduit clients, arrangers and financiers on a whole range of auto receivables including loans, leases, hire purchase and conditional sale receivables in the retail and business areas.

Salim has been ranked for several years as a leading Band 1 lawyer by Chambers as well as in all other major directories and is an advisory board member to the annual AFME & IMN's Global ABS conference.


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.


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.


Daniel Michael is the Chief of the Complex Financial Instruments Unit of the SEC’s Enforcement Division. At the SEC, Dan supervises Unit members nationwide who investigate violations involving complex financial products, including matters relating to their structuring, sale, trading, and valuation. Dan, who is based in the New York Regional Office, joined the SEC in 2010 and was a staff attorney from 2010 to 2014 and an assistant director from 2014 to 2017.

Prior to joining the SEC, Dan was a law clerk to the Honorable Richard M. Berman in the United States District Court for the Southern District of New York and before that an associate at Cravath, Swaine & Moore LLP. He is a graduate of New York University and Harvard Law School.