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New Developments in Securitization 2012


Speaker(s): Andrew M. Faulkner, Bianca A. Russo, David N. Thrope, Ellen L. Marks, James K. Goldfarb, Jeffrey L. Robins, Jocelyn Lynch, John Timperio, Kristofer W. Hess, Laurence Pettit, Lawrence D. Rubenstein, Lewis R. Cohen, Matthew A. Miller, Michael S. Sackheim, Min Xu, Patrick T. Quinn, Robert Coors, Robert Klein, Rolaine S. Bancroft, Scott A. Stengel  , Stephen S. Kudenholdt, Stuart M. Litwin, Susan F. DiCicco, Tom Deutsch, Willys H. Schneider
Recorded on: Nov. 29, 2012
PLI Program #: 34608

Bob Coors is a senior member of the Apollo Credit team in New York. The team focuses on global alternative credit investment opportunities across various asset types and capital structures. Bob's focus at Apollo is on CLOs as both an issuer and investor. Bob is also responsible for Apollo's financing activities across the various funds it manages. Bob's has spent most of his career in the financial industry including asset management, trading and structuring including a number of years in the reinsurance market. 


James Goldfarb is a securities litigator with more than a decade of experience defending issuers, financial institutions, and accounting firms in a variety of securities fraud and financial products litigation. He is well versed in the substantive and procedural aspects of claims under the 1933 and 1934 Acts, as well as under state blue sky and common law, and has written on a variety of securities litigation topics. In addition to his securities law experience, Mr. Goldfarb has litigated complex business and bankruptcy matters, including fiduciary duty and commercial contract disputes. Mr. Goldfarb also has undertaken numerous internal investigations on behalf of clients, including in response to inquiries by the SEC. Before practicing law, Mr. Goldfarb worked for the federal government and Arthur Andersen. Mr. Goldfarb is co-chair of the Structured Financial Products, Hedge Fund, and Mutual Fund Litigation Subcommittee of the Securities Litigation Committee of the American Bar Association's Section of Litigation. He is also a member of the Professional Responsibility Committee of the New York City Bar Association.

Education
J.D. and LL.M., International and Comparative Law, Duke University School of Law, 1999 M.Sc., International Relations, London School of Economics, 1997 A.B., History, magna cum laude, Phi Beta Kappa, Washington University, 1992

Admissions
Supreme Court of the United States New York Southern District of New York Eastern District of New York


Jeff Robins is a partner in the Financial Services Department. He represents broker-dealers, securities exchanges, industry associations and buy-side institutions in regulatory and transactional matters. Recognized by Legal 500 as "remarkably strong" in the regulatory field and a leader in equity derivatives, his regulatory practice is concentrated in the area of securities regulation of broker-dealers and the structuring of financing and derivatives transactions for multi-entity financial organizations subject to a variety of regulatory regimes; his transactional work focuses on prime-brokerage and over-the-counter derivatives.

Jeff has substantial experience providing counsel on margin, capital, custody and record keeping requirements, cross-border transactions, cash market sales and trading, and development of compliance and supervisory procedures. Jeff also advises a variety of financial institutions on credit aspects of financing and derivatives transactions, particularly risks to counterparties in the event of insolvency, the rights of creditors to close out financial contracts and exercise netting and collateral rights, and the risks and benefits of central clearing.
He received his J.D. from Harvard Law School, magna cum laude, an M.A. in Russian and East European Studies and a B.A., with distinction, in Political Science, from Stanford. Jeff was a clerk for the Honorable Cynthia Holcomb Hall of the United States Court of Appeals for the Ninth Circuit.


Jocelyn Lynch is a Group Manager for U.S. Financial Institutions within BNY Mellon’s Corporate Trust division. She manages a team of relationship managers
who provide debt services to hedge fund managers, investment managers and private equity firms across the United States.

Prior to her current role, Jocelyn was responsible for the CDO Structured Credit team comprised of approx 450 professionals located in various U.S. cities. The
group serviced more than 1,300 Structured Credit vehicles that consisted mainly of CLOs and other hybrid structures.

Jocelyn joined BNY Mellon in 1995 and has since held numerous roles and management positions in the U.S, as well as seven years in the U.K. Before joining
BNY Mellon, Jocelyn was with the Bank of Scotland and AT&T in a variety of sales positions.

Jocelyn graduated Cum Laude in Business Administration from the College of St. Elizabeth in New Jersey, and also attended Northeastern University in Boston. She
is married, with a daughter and currently resides in McMurray, PA.


Laurence Pettit regularly advises issuers and financial advisors on structured finance transactions involving a wide range of jurisdictions and asset classes. He also represents clients in debt capital markets transactions, which in recent years have included tier 2 capital notes for bank issuers, extendible liquidity notes, commercial paper and medium-term notes. Mr. Pettit has also been involved in significant work in the project finance area supporting the construction of power generation facilities and toll roads. Mr. Pettit also has experience practicing in Istanbul, where he was based for four years.

Since January 2008, Mr. Pettit has worked on structured financings involving private student loans, life settlements, structured settlements, diversified payment rights, unsecured consumer loans and trade receivables. In addition to U.S. transactions, his recent securitization work includes offerings backed by assets originated in Russia, Turkey, the UK and Japan. Mr. Pettit’s work in debt capital markets has been for issuers located outside the U.S., notably in Portugal, Nigeria and Turkey.

Education
J.D., Columbia Law School, 1988,

  • Harlan Fiske Stone Scholar
  • Articles Editor, Journal of Chinese Law
B.A., Columbia University, 1984


Bar Admissions
New York, 1990


Languages
  • French
  • German
  • Turkish
  • Mandarin

Publications
  • “The Urge to Converge” (regarding new regulation of asset-backed securities and covered bonds in Turkey) in Global ABS Daily Gazette published by Asset Securitization Report, June 3, 2008
  • “From Emerging to Converging” (regarding new regulation of asset-backed securities and covered bonds in Turkey) in Mortgage Risk magazine, March 2008


Matthew Miller is a Managing Director of Crescent Capital Group LP focusing on structured products. Mr. Miller also serves as a Managing Director of Trust Company of the West with respect to the management of certain funds sub-advised by Crescent Capital Group. Mr. Miller is a Portfolio Manager for Crescent Capita l Group's structured product activities. Prior to jorning the team in 2000, Mr. Miller spent two years at Viacom as Vice President, counsel / finance, working with the Ghief Financial Officer, Chief Accounting Officer and Treasurer. From 1993 to 1998, Mr. Miller was an Associate at Dewey Ballantine LLP specializing in corporate finance, structured finance, mergers and acquisitions, and general corporate matters. Mr. Miller received a J.D., cum laude, from Boston University School of Law and a B.A. in Political Science, magna cum laude, from State University of New York at Albany.


Patrick Quinn is the Co-Chairman of Cadwalader's Capital Markets Department and a member of the firm’s Management Committee. He is a corporate and securities lawyer who practices primarily in the area of mortgage and asset securitization and finance, representing issuers, underwriters, and investors in both public and private securities and financing transactions.

Pat has broad experience in structuring and re-structuring public and private residential and commercial mortgage securitization transactions, including traditional pass-through,  debt, and offshore structures. Pat also represents clients in the financing and repackaging of residential and commercial mortgage backed securities in re-securitizations, CDOs and other structured products. In addition to mortgages, Pat has experience with other ABS asset classes, such as student loans.

Pat represents lenders in acquiring, financing and restructuring real estate 'B notes', mezzanine loans and preferred equity positions. He also works closely with Cadwalader’s real estate lawyers in the origination of large commercial loans for securitization. He frequently represents clients in the acquisition, disposition and financing of structured real estate debt instruments.

Pat regularly advises special servicers and other clients with respect to non-performing real estate debt instruments and structured products. He has experience in working out highly-structured commercial real estate financings in the credit crisis. He has moderated
CREFC panels on work-outs and foreclosures of commercial mortgage loans in CMBS transactions and CRE CDO transactions.

Pat is a frequent lecturer and panelist in industry conferences. He has traveled to Cairo, Egypt at the invitation of the U.S. Commerce Department, to participate as the securitization expert in a seminar concerning the development of the primary and secondary mortgage markets in Egypt.

Pat is listed in The Best Lawyers in America, Chambers USA: America's Leading Lawyers, Legal 500, IFLR 1000, and SuperLawyers (New York).

Pat is a graduate of the University of Virginia School of Law and received his B.A. from Fordham University.


Robert Klein is a Managing Director and has 25 years of finance industry experience. Mr. Klein is responsible for originating, executing, and managing "one-stop" financings and direct lending investments across a variety of industries, including business services and manufacturing. He is also responsible for managing many of Prospect's relationships with financial intermediaries and leading the firm's investments in CLOs. From 2002 to 2011, Mr. Klein worked at American Capital, Ltd. where he led the New York private equity portfolio team as well as numerous debt investments with financial sponsor clients. From 1992 to 2001, Mr. Klein worked at American Securities and American Industrial Partners, both active middle-market private equity firms. He began his career in the Mergers and Acquisitions groups of First Boston and Morgan Stanley. Mr. Klein holds a JD with Distinction from Stanford Law School and a BA summa cum laude from Yale College where he was a member of Phi Beta Kappa. Mr. Klein has been admitted to the California bar (inactive status). He serves on the Board of Trustees of Temple Beth El of Northern Westchester and on the Committee for Ancient and Byzantine Art at the Art Institute of Chicago. He is a former Professional Fellow of the New York University Center for Law and Business.


Rolaine S. Bancroft is currently Acting Office Chief of the Office of Structured Finance in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Since creation of the office in 2011, Ms. Bancroft served as Senior Special Counsel. Ms. Bancroft focuses on rulemaking, interpretive advice and reviewing disclosure related to structured finance products. Most recently, she has been involved in the Division's activities related to the development and drafting of rule revisions to Regulation AB and the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act provisions related to securitization. Prior to joining the Office of Structured Finance, Ms. Bancroft served as Special Counsel in the Office of Structured Finance, Transportation and Leisure in the Division of Corporation Finance.  Prior to earning her law degree from the Washington College of Law, Ms. Bancroft was as an associate in the real estate investment banking group at Deutsche Bank and a Certified Public Accountant at Arthur Andersen.


Scott A. Stengel is a partner who is resident in the Washington, D.C., office of King & Spalding LLP and who specializes in banking law and complex finance.

Scott has provided regulatory counsel to global and domestic financial institutions, has interfaced with federal and State regulators on a wide array of policy and institution-specific matters, and has testified before the U.S. Senate Judiciary Committee on bankruptcy and housing issues and before the U.S. Senate Banking Committee and the U.S. House Financial Services Committee on covered bonds and financial-markets issues.

Scott also has represented financial institutions and nonfinancial companies in connection with capital-markets and commercial-loan transactions and has supplied expertise on commercial-law and restructuring issues, risk management and compliance, and the application of accounting and auditing standards.


Willys H. Schneider is a Partner at Kaye Scholer LLP, focusing on tax law. Her practice is broad-based, covering tax issues relating to mergers and acquisitions; structured finance and securitization, including REMICs; formation and operation of REITs, partnerships and limited liability companies; formation of private equity funds; and cross-border transactions. Willys is a member of the Board of the International Tax Institute. She has served as an Articles Editor of The Tax Lawyer, the quarterly journal of the Section of Taxation of the American Bar Association, and has chaired various subcommittees of the ABA Taxation Section.

Willys frequently participates as a panelist in programs on tax issues. She is proficient in French and German.

Selected Recent Publications

  • "Tax Aspects of Direct Investments in US Funds," German Volume Private Banking and Family Office, (August 2012)
  • "IRS Issues Proposed FATCA Regulations," AFIRE News (May/June 2012)
  • "IRS Publishes FATCA Guidance," AFIRE News (September/October 2010).
  • Investment Management: Law and Practice, published by Oxford University Press (2010).
  • "Foreign Investment in REITs," Chapter in the AFIRE Guide to US Real Estate Investing (2009).
  • "Taxation of Foreign Investors in US Real Estate Under FIRPTA," Chapter in the AFIRE Guide to US Real Estate Investing (2009).
  • "New IRS Rules and Related Guidance Add Flexibility in CMBS Market," AFIRE News (November/December 2009).
  • Chapter on US Country Report, Rechtshandbuch Immobilien-Investitionen (Legal Guide to Real Estate Investments) (2009).
  • "Taxing Times for Private Equity and Hedge Funds," Hedge Funds Review (2008).
  • "US REIT Meets G-REIT," Real Estate Magazin Special Issue: German REITs (2007).
  • "New Basis Rules Aim at Transfer and Duplication of Built in Losses," TAXES, The Tax Magazine, Volume 83, No. 5 (May 2005).
  • "US tax-specific points for issuers and SVP's," Global Securitisation and Structured Finance 2004 (2004).

Admissions
New York

Memberships
Association of the Bar of the City of New York; New York State Bar Association; American Bar Association

Education
J.D., Columbia University School of Law, 1977, Articles Editor, Columbia Law Review
A.B. (cum laude), Princeton University, 1974

Clerkship
Law Clerk to the Honorable Jack B. Weinstein, United States District Court, EDNY


David Thrope is a Partner in Ernst & Young's New York On-Call Practice and has over 35 years of public accounting experience. David regularly works on new and innovative securitization and other structures, focusing on US GAAP (FAS 140, 166, and 167 and FIN 46) and IFRS (IAS 27, IAS 39, and SIC 12), and has worked on many projects related to the implementation of those standards. David was the Partner in charge of another firm's Securitization Group until 2000. In that capacity, David supervised numerous securitization related due diligence assignments, and the pricing and modeling of virtually every CMO, CDO, and asset-backed structure in the market at that time.

David is an active member of the American Securitization Forum's (ASF) and CRE Finance Council's (formerly Commercial Mortgage Securitization Association) Accounting Committees. David was a member of the EITF Working Group on Issue 99-20, which addressed accounting for retained and purchased interests in securitizations, and was a member of the AICPA's Audit Issues Task Force Working Group on legal letters under SFAS 140. David is a frequent speaker on securitization related topics, including US GAAP and IRFS. David attends most FASB Board Meetings and Education Sessions on those topics.

David has a BA in Economics from the University of Rochester and a MBA in Accounting and Finance from the Simon School of the University of Rochester. David is a CPA, and is a member of the American Institute of Certified Public Accountants and the New York State Society of CPAs.


John M. Timperio has more than a decade of experience advising issuers, commercial and investment banks, financial guarantors and others on securitization, principalling and various types of restructurings. His practice focuses on asset-backed securitization (ABS), collateral manager mergers and acquisitions, structured lending, workouts and collateral loan obligation (CLO) transactions.

Mr. Timperio has been extensively involved in the development of the middle-market CLO sector, including having represented the placement agent in the first-ever rated middle-market CLO comprised entirely of unrated mezzanine and subordinated loans.

Mr. Timperio was ranked in the 2012 edition of The Best Lawyers in America as a leading lawyer in banking and finance law. He also co-authored "Securitizers Take a Second Look at Asset Based Loans," which appeared in the Guide to the World's Leading Structured Finance and Securitization Lawyers, published by Legal Media Group in conjunction with the International Financial Law Review. Since 2005 he has co-authored an annual update on the state of the middle-market CLO market, for Asset Securitization Report. He is frequently called on to lecture on the subject of securitization.

For several years, Mr. Timperio represented creditors and creditors committees in bankruptcy proceedings, including in connection with the Chapter 11 cases of P.J. Keating Co. and Thinking Machines Corp.

Education
University of Pennsylvania, B.A., magna cum laude, 1988
Georgetown University Law Center, J.D., 1991

Bar Admission
Member, North Carolina Bar


Kristofer Hess's practice focuses on tax matters, including the tax aspects of mergers and acquisitions, private equity investments, spinoffs, reorganizations, and capital markets and structured finance transactions, with an emphasis on international transactions.

Mr. Hess is distinguished as one of the country's best tax lawyers by Chambers Global, Chambers USA and The Legal 500 U.S.

Mr. Hess is a member of the Bars in New York, Wisconsin and the District of Columbia. 
 


Min Xu is a Vice President - Senior Analyst/Manager in Moody's CLO & Structured Credit Group, with a focus on CLO surveillance. She is also the Managing Editor for two Moody's CLO/CDO publications: CLO & Structured Credit Quick Check Plus, a weekly email newsletter, and Structured Credit Perspectives, a quarterly newsletter. Min joined Moody's in 2005 and has rated a variety of CLOs and CDOs. Prior to that, she had worked in the mezzanine finance group of Brown Brothers Harriman & Co. Min received an MBA from the NYU Stern School of Business and a BA in Economics from Smith College. She is a CFA Charterholder.

 


Tom Deutsch is the Executive Director of the American Securitization Forum  (ASF). Mr. Deutsch serves as the ASF's senior staff executive and works with ASF's broad membership to develop consensus and implement advocacy initiatives on legal, regulatory, accounting and legislative matters, such as industry-wide mortgage servicing standards, securities regulation, amicus briefs, and comment letters. He also develops and implements various aspects of member education initiatives, such as the annual ASF industry conference, ASF Weekly Reports, Sunset Seminars, Securitization Institute, and the American Securitization journal. He was named by Institutional Investor Magazine as a Rising Star of both Fixed Income and Securitization in 2008.

Mr. Deutsch previously served as an Associate in the Capital Markets Department of Cadwalader, Wickersham & Taft LLP, where he represented issuers and underwriters in various structured finance offerings, including residential mortgage-backed securitizations and asset-backed securitizations. He also served as an Associate at McKee Nelson LLP, where he focused on residential mortgage-backed securitizations. In addition, Mr. Deutsch was an Annenberg Legal Fellow at the Federal Communications Commission. 

Mr. Deutsch earned his Juris Doctoris from the University of Pennsylvania. He has also earned a Master of Science in Regulation from the London School of Economics and Political Science in addition to a Bachelor of Science in Business Administration with Honors and a Bachelor of Arts magna cum laude from Washington University in St. Louis.


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


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.


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.


Susan F. DiCicco litigates securities and complex commercial cases, principally representing financial institutions and hedge fund managers in cases throughout the country. She focuses on complex financial transactions and fixed-income products (particularly structured finance transactions). Susan regularly assists clients with trading issues and disputes, as well as assessing risks on new complex products and formulating strategies for existing transactions. Clients recognize Susan as a practical litigator who is fully versed in their businesses. Susan serves as the practice leader for the firm’s global Commercial Litigation practice.

In the securities defense field, Susan litigates securities class actions and a variety of cases asserting fraud claims under the 1933 Act, the 1934 Act and state blue-sky statutes. She recently obtained a full dismissal for the syndicate of underwriters in the putative class action arising from the Fairway Markets IPO (SDNY), as well as a full dismissal for the underwriters in a putative class action involving the EveryWare global secondary offering (SD Ohio), which was affirmed on appeal.  She currently represents a national organic grocer in a putative securities class action filed in Arizona. She also advises clients in several matters involving commercial and residential mortgage-backed securities, asset-backed securities, structured products, CDOs, CLOs, distressed debt trades, repos, whole loans, loan participations, and a variety of swaps and options.

In the complex commercial space, Susan handles a wide variety of litigation for institutional parties, including real estate disputes, banking litigation, lender liability litigation, bankruptcy litigation, and secured lending disputes. She also serves as national coordinating litigation counsel for a real estate investment manager.


Larry is Capital Markets Managing Counsel for Wells Fargo & Company and General Counsel of Wells Fargo Asset Securities Corporation. He has 40 years of experience both as an attorney and as an investment banker.

Larry has been with the Wells Fargo Law Department since 1995.  He has been responsible for all of the residential mortgage securitizations, whole loan sales and other capital markets activities of Wells Fargo Bank as well as the residential mortgage financings and securitizations for Wells Fargo Securities. His began his legal career in Washington, D.C. with Ginnie Mae.  Next, he joined Freddie Mac, where he rose to Deputy General Counsel and chief securities attorney.  He then moved to New York to become an investment banker in the financial institutions group of Merrill Lynch, initially as a Vice President and later as a Managing Director. After Merrill Lynch, Larry joined Goldman Sachs as a senior member of its structured finance group.  He returned to a legal position in late 1990 as the General Counsel of Prudential’s two residential mortgage securitization companies and the manager of a capital markets legal group.

Larry has held many leadership positions with securitization industry trade associations.  He currently co-chairs the Residential Mortgage Committee for the Structured Finance Industry Group (SFIG).  He has been a leading industry voice for well-balanced structural and regulatory reforms for the private-label residential mortgage securitization markets.

Larry serves on the Board of Directors of the SFIG Foundation.  He also is a member of the Board of Directors and the Executive Committee of the Business Center for New Americans (BCNA), which is a non-profit community development financial institution that provides small business loans and related services to immigrant and refugee entrepreneurs in New York City.  Larry received a B.S. degree from Pennsylvania State University and a J.D. degree from American University Law School.


Ms. Russo currently serves as Managing Director and Associate General Counsel in the Legal Department of JPMorgan Chase & Co., where she has worked since 1994.  Ms. Russo is the manager of the Securitized Products Legal group, which provides legal coverage to the Securitized Products businesses within the J.P. Morgan Corporate and Investment Bank.  In addition, she provides day-to-day legal coverage for the Commercial Mortgage-Backed Securities business group within Securitized Products.

Ms. Russo is active in the industry as a member of the following:  the American Bar Association’s Securitization and Structured Finance Committee; the Commercial Real Estate Finance Council; the Securities Industry and Financial Markets Association; and the Structured Finance Industry Group.

Prior to JPMorgan Chase, Ms. Russo spent one year as a Vice President at BlackRock Financial Management L.P. and seven years as an Associate at the law firm of Skadden, Arps, Slate, Meagher & Flom, in each such position specializing in asset securitization and structured finance.  Prior to that, Ms. Russo spent two years as an Associate at the law firm of Hawkins, Delafield and Wood.  Ms. Russo graduated magna cum laude from Barnard College and received her law degree from Columbia University School of Law.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).


Lewis is co-founder of DLx Law LLP, a brand-new law firm designed from the ground up for a new economy.  Together with co-founder Angela Angelovska-Wilson, Lewis and the DLx team have handled a broad range of matters involving the use of blockchain and distributed ledger technology, working with everyone from start-ups to major enterprises to governmental entities.  

Lewis is a passionate advocate for the beneficial changes blockchain technology can bring to the world but also a realist in terms of the many legal and regulatory challenges involved in getting there.

Lewis obtained his J.D. from Benjamin N. Cardozo School of Law in 1986.