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New Developments in Securitization 2014

Speaker(s): Andrew M. Faulkner, Bianca A. Russo, Chris DiAngelo, Christina Zausner, Dan Tsacoumangos, Ellen L. Marks, Katherine W. Hsu, Kim Diamond, Lawrence D. Rubenstein, Phil Capling, Richard Johns, Som-lok Leung, Stephen S. Kudenholdt, Stuart M. Litwin
Recorded on: Dec. 4, 2014
PLI Program #: 49455

Daniel Tsacoumangos
PNC Capital Markets

Mr. Tsacoumangos is an originator of structured financings for PNC's Financial Services ABF team.  

Mr. Tsacoumangos joined PNC Financial Services in 2008.  He has experience originating, structuring and documenting Auto securitizations and other asset classes.  Mr. Tsacoumangos has additional experience leading large scale strategy projects, including the implementation of the Basel securitization requirements across PNC.

Mr. Tsacoumangos holds a B.B.A. from Ohio University and an M.B.A. with concentrations in finance and strategy from Vanderbilt University.

 SOM-LOK LEUNG is the Executive Director of the International Association of Credit Portfolio Managers (IACPM). The IACPM is a non-profit industry association dedicated to advancing the practice of credit portfolio management through advocacy, research, education, communication and promotion of sound practice. The association has grown enormously in its 13 year history; its membership now comprises over 100 financial institutions around the globe. In his role, Som-lok oversees all aspects of the association, and reports to the IACPM Board of Directors.

Previously, Som-lok was a Senior Director in the Moody’s KMV Client Solutions group, working with a wide range of banks, insurance companies, and asset managers. Prior to joining MKMV, Som-lok accumulated over a dozen years of risk management experience, both in staff positions and as a management consultant. Som-lok has been Director of Risk Policy at Nomura Securities, responsible for covering both market and credit risk on the New York trading floor, and also Director of Credit Risk Control at the Union Bank of Switzerland  in NY, responsible for both counterparty credit risk and risk measurement and management for the corporate loan portfolio. This followed a career as a management consultant at Oliver, Wyman & Co. that focused primarily on risk management. Som-lok graduated summa cum laude from Harvard University.

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.


  • “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

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.

Christina Zausner
Vice President, Policy and Industry Analysis
Commercial Real Estate Finance Council

Christina Zausner is the Commercial Real Estate Finance Council’s (CREFC) Vice President of Policy and Industry Analysis, and leads the organization’s assessments of legislative and regulatory change.  Since joining CREFC in 2013, Christina has participated in advocacy efforts related to Basel III, risk retention, Regulation AB II, and several accounting issues, often drafting and editing materials for submission to and participating in discussions with regulators. Ms. Zausner also represents CREFC on international working groups addressing capital and securitization issues. She speaks at industry events, has published several articles on commercial real estate trends and regulatory change, and provides media outreach.

Prior to joining CREFC, Christina spent ten years at the Federal Reserve Bank of New York (FRBNY) in the Bank Supervision division as an analyst and examiner. In her last role, she led the Private Equity team, but from 2002 forward, she primarily served in a crisis-management capacity. Throughout her time at the FRBNY, Christina focused mainly on structured products and complex trading strategies at largest banks. During her ten years at the FRBNY, Christina led multiple large-scale examinations, helped to develop the emerging Volcker data gathering and monitoring framework, participated in the first Fed-led stress test, and supported several interagency and international initiatives.  

Christina also worked at Ernst & Young in the firm’s regulatory consulting group, where she covered national and international regulatory change, generally focusing on capital and liquidity standards. She started her career in Russia managing a small portfolio of equities for Leucadia International Corporation and supporting due diligence on several private equity targets.

Ms. Zausner has a B.A. from New York University in Slavic Studies and has completed the majority of the requirements for a Master of International Affairs at Columbia University’s School of International and Public Affairs.

Ellen Marks is a partner in the Chicago office of Latham & Watkins and a member of the firm’s Corporate and Finance Departments.


Ms. Marks handles complex and innovative financial transactions and restructurings with a particular focus on securitization and structured finance. She also handles financial regulatory matters, with an emphasis on swap regulations and securitization regulations, and has extensive knowledge of the federal securities laws, the federal banking laws and their related regulations, including changes resulting from the Dodd-Frank Act.

Ms. Marks is also active in the Business Law Section of the American Bar Association, where she is the immediate past Chair of the Committee on Securitization and Structured Finance. She has chaired the drafting committees for numerous ABA projects and comment letters, including preparing Securitization in the Post-Crisis Economy: An ABA Business Law Section White Paper and comment letters to the Federal Deposit Insurance Corporation on its proposed securitization safe harbor and to the Securities and Exchange Commission on its proposed significant revisions of Regulation AB. Ms. Marks also recently served as co-chair for the Securitization Financial Industry Group's legal counsel committee.

Ms. Marks also has experience in public debt financings, bank note issuance programs, commercial paper and extendible commercial note programs, bank financings, co- branded and private label credit card agreements, card processing agreements, acquisitions of market-place lending platform loans, receivables servicing agreements, general public company representation, mergers and acquisitions, derivatives, fund formation, bankruptcies and cross-border restructurings.

Richard Johns is the Executive Director for the Structured Finance Industry Group, a member-based trade industry advocacy group focused on improving and strengthening the broader structured finance and securitization market.

A longtime leader in the securitization industry, Mr. Johns, has testified on multiple occasions in front of Congress on matters pertaining to Securitization and its benefits to the Real Economy. In addition to his responsibilities across industry policy making and advocacy, Mr Johns has actively championed the cause of women, with the creation of “Women in Securitization”, an industry initiative targeted at enabling women’s development and promoting career progression. He is a supporter of multiple charities, having conceptualized and initiated the “SFIG Foundation”, a charitable foundation focused on the development of underprivileged high-school/college age children/young-adults; supported the struggle against Pancreatic Cancer by sponsoring an SFIG team in the annual DC “Wage Hope” event, and he serves on the executive committee of the Board of the Cameron Kravitt foundation, a foundation focused on supporting the needs of young pediatricians in how to respond to the death of an infant.

Prior to the creation of SFIG, Mr Johns spent many years at the forefront of the industry as an issuer, with more than 17 years of direct industry experience. He previously served as Head of Global Funding and Liquidity at Ally Financial Inc. Earlier in his career Mr. Johns also had roles as Head of Global Capital Markets at Capital One Financial Corp and as a transaction lead at MBNA (now Bank of America).  Throughout his career, Mr. Johns has issued securitized products across a variety of platforms, including; credit cards, auto (retail, lease and floor-plan), RMBS, Agency, small business, and unsecured installment loan products. He has experience across both US domestic and international issuance, including Canada, Latin America, Europe and China and he is a recipient of the “Outstanding Contributions to the Industry Award” from the Chinese Securitization Forum.

Mr. Johns is also a qualified Chartered Accountant within the U.K., having completed his training with Deloitte.

He is a graduate of the University of Manchester, UK with a bachelor’s degree in Economics.

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.

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.

Katherine W. Hsu is the Chief of the Office of Structured Finance in the Division of Corporation Finance of the Securities and Exchange Commission.  Among other things, the office reviews asset-backed securities disclosure documents, drafts rules, answers questions, and provides interpretive advice related to the rules governing asset-backed securities.

Kim Diamond is a former Founding Executive and Senior Managing Director at Kroll Bond Rating Agency, Inc. (KBRA).  In addition to running KBRA’s Structured Finance Ratings group, Kim played a pivotal role in the establishment, growth and sale of the start-up ratings firm. Prior to joining Kroll, Kim was a Managing Director at Standard and Poor's responsible for the US Commercial Mortgage Ratings Business. In 2008 she became Business Leader for S&P's U.S. Mortgage Group, which comprised new issuance and surveillance for both commercial and residential mortgage-backed securities and Servicer Evaluations. She also managed S&P’s Asia Pacific Structured Finance business on an interim basis as a member of the company’s Tokyo, Japan office.  Kim currently sits on the Board of Governors of the Commercial Real Estate Finance Council (CREFC) and as CREFC’s Programming Committee Chair serves on the organization’s Executive Council.  Kim has previously held positions as Membership Chair and Treasurer and has been a recipient of the trade association’s prestigious Founder’s Award. She has also served on the Commercial Board of Governors (COMBOG) for the Mortgage Bankers Association (MBA). Kim received a BA from Cornell University and an MBA from Columbia University.

Phil Capling, CPA, is a Director in the Asset Backed Finance group of Wells Fargo Securities. Mr. Capling is part of the Structured Solutions Group which provides capital markets solutions to financial services institutions. Prior to joining Wells Fargo Securities, Mr. Capling managed structured transactions for Wells Fargo’s Treasury group. Prior to joining Wells Fargo, Mr. Capling was with Ernst & Young’s assurance services group for 10 years. Mr. Capling is a CPA holder in North Carolina and received a BA from the University of North Carolina Charlotte in Accounting.