United States > Finance > Structured finance
Index of tables
Davis Polk & Wardwell LLP
- Sidley Austin LLP
Skadden, Arps, Slate, Meagher & Flom LLP
Weil, Gotshal & Manges LLP
- Debevoise & Plimpton
- Greenberg Traurig LLP
Katten Muchin Rosenman LLP
- Kirkland & Ellis LLP
- Kramer Levin Naftalis & Frankel LLP
- Raymond Check - Cleary Gottlieb Steen & Hamilton LLP
- Paul Forrester - Mayer Brown
Richard Kadlick -
Skadden, Arps, Slate, Meagher & Flom LLP
Steven Kolyer -
- Jason Kravitt - Mayer Brown
- Renwick Martin - Sidley Austin LLP
- David Mitchell - Fried, Frank, Harris, Shriver & Jacobson LLP
John Osborn -
Skadden, Arps, Slate, Meagher & Flom LLP
Joshua Raff -
Orrick, Herrington & Sutcliffe LLP
- Edward Rosen - Cleary Gottlieb Steen & Hamilton LLP
Ray Shirazi -
Cadwalader, Wickersham & Taft LLP
Lary Stromfeld -
Cadwalader, Wickersham & Taft LLP
Frederick Utley -
- Jon Van Gorp - Mayer Brown
- Paul Watterson - Schulte Roth & Zabel LLP
Neil Weidner -
Cadwalader, Wickersham & Taft LLP
A ‘top choice for structured finance‘, Cadwalader, Wickersham & Taft LLP is ‘by far one of the best firms in the country’, delivering ‘outstanding responsiveness’ and ‘the widest breadth of experts’. With proficiency across the board in securitization, structured products and derivatives, the New York-centered practice is led by Steven Lofchie and Richard Schetman. Lofchie concentrates on advising financial institutions on regulatory issues and derivatives, and Schetman’s practice also encompasses securitization structures. In the derivatives sphere, the firm is unique in that it acts for both the “sell” and the “buy” side and also offers niche expertise in energy derivatives. Recent work highlights include advising Morgan Stanley on the termination of its trading relationship with Lehman Brothers and its $1.3bn claim against the Lehman bankruptcy estate. The firm also acted for Goldman Sachs on the structuring, negotiation and documentation of a series of complex derivative transactions aggregating over $107bn in notional amount. Recommended individuals include Lary Stromfeld, Ivan Loncar and Mark Ellenberg, all of whom are ‘incredibly thoughtful and knowledgeable; if there is a solution, they will find it’. Ray Shirazi is ‘hands down the best in the business when it comes to being commercial and adding value to transactions; he is responsive, creative and extraordinarily well versed in a multitude of derivative, structured finance and distributive products’. Clients recognize senior associate Brian Foster as a ‘rising star’. Michael Gambro is 'the dean of structured finance lawyers'; Gambro, along with Patrick Quinn and Anna Glick, is recommended for securitization work.
Cleary Gottlieb Steen & Hamilton LLP is ‘probably the best expert out there when it comes to structured finance’. In 2011, a strong source of activity surrounded aspects of restructurings, mergers, acquisitions and investments, but the firm was also kept busy representing financial institutions on repurchase agreements, forward contracts, securities contracts and structured products, including in connection with bankruptcy proceedings. In New York, Raymond Check is an extremely well respected figure in the field, with particular expertise in ABS transactions, and related regulations. Check’s recent work includes advising Fitch Ratings and a group of major international financial institutions on securitization aspects of financial regulatory reform initiatives, including the Dodd-Frank Wall Street Reform and Consumer Protection Act. In Washington DC, Robin Bergen is recommended for structured products and matters pertaining to the regulation of investment companies, and Mitchell Dupler, Karen Kerr and Scott Goodwin are also names to note, especially for their recent efforts in the mortgage market. During the first three quarters of 2011, Dupler, Kerr and Goodwin represented underwriters Barclays, Citigroup and Morgan Stanley, in Freddie Mac, Fannie Mae and Ginnie Mae mortgage-backed transactions amounting to more than $148bn. In the structured products arena, the firm is well regarded for CLO transactions, where it recently acted for Goldman Sachs and Credit Suisse Securities on such arrangements.
Mayer Brown is ‘one of the top firms nationally for structured products and truly unmatched in the non-mortgage ABS space’. The well-rounded practice is considered a ‘very strong player’ and has seen a resurgence of securitization in the M&A market, as well as an increase in auto loans, where it represented Santander in the first-ever securitization of Norwegian auto loans. The team is also well versed in the new issues hitting the industry such as regulatory changes and RMBS reform and restructuring. In 2011, the firm handled the largest-ever restructuring of mortgage-backed securities obligations for Bank of America and new client Bank of New York Mellon, as the trustee, following investor claims surrounding Bank of America’s acquisition of Countrywide. Spilt between offices in New York, Chicago and Charlotte, noteworthy figures include founder and co-head of the securitization practice, Jason Kravitt, who ‘should have his own statue’, and Paul Forrester, who is respected for his work in the structured products space. In addition, Stuart Litwin, co-chair of the global finance practice, has ‘an encyclopedic knowledge of the law, coupled with a strong business and accounting background’. Joshua Cohn, co-leader of the firm-wide derivatives and structured products group, is ‘very experienced and an extremely bright guy’. In May 2012, Barbara Goodstein joined from Dewey & LeBoeuf LLP.
Clifford Chance houses a ‘deep team of excellent advocates and advisers, who have expertise in many different areas of structured finance’. The New York-based group is led by the ‘very personable and creative’ Steven Kolyer, whose department has handled a healthy diet of CMBS securitizations as well as CLO and CDO transactions of late. Notably, the firm acted for Credit Suisse Asset Management as manager in a CLO structured offering, and represented Apollo Global Real Estate, as investment manager, in the formation of two funds to invest in CMBS using leverage from term repurchase agreement facilities. The ‘terrific’ Frederick Utley is well versed in securitization and structured products where he has a ‘strong business sense and pragmatic approach’. Lewis Cohen is noted for his ‘experience in a plethora of financial products and strong grasp in domestic and international securities laws’. In the derivatives sphere, David Felsenthal is the key contact, dealing with both transactional and regulatory issues. In 2011, Felsenthal assisted the International Swaps and Derivatives Association and its members in responding to regulatory proposals encouraging margin for uncleared swaps. Other derivatives experts include David Yeres, ‘a very smart lawyer who is willing to take on tough product structure challenges’, and the ‘very responsive’ Gareth Old, who has ‘great, substantive knowledge’.
‘Very strong in structured finance’, Davis Polk & Wardwell LLP’s New York-centered practice is well regarded by peers and clients alike. Although it is often better known for its preeminence in the equity derivatives sphere, the firm’s structured products offering should not be overlooked. In 2011, it assisted a number of financial institutions on structured products issuance programs, which saw Sarah Beshar advising JPMorgan on over 400 offerings valued at $6.1bn, and Warren Motley and Christopher Schell representing Morgan Stanley on approximately 399 offerings valued at $5.3bn. In the derivatives arena, the firm had a strong 2011 advising clients on Dodd-Frank Act analysis and regulatory reform work, but also included a number of convertible derivatives transactions among its work highlights. One landmark instruction involved representing Bank of America and Goldman Sachs (as couterparties) on call spread transactions relating to a $403m offering of convertible senior notes, which was the first-ever call spread on common stock equivalent securities. The firm’s derivatives and structured products practice, which includes over 35 securities and tax lawyers, is led by John Brandow, with James Rothwell and Mark Mendez also names to note.
Dechert LLP delivers ‘knowledge of various legal structures, ability to think outside the box and a good understanding of regulatory requirements’. The structured finance team, which ‘dedicates the necessary time, effort and resources to meet deadlines’, recently expanded through four lateral hires. Notably, in New York, Laura Swihart (ex-Winston & Strawn LLP) and counsel Jodi Schwimmer (ex-Cadwalader, Wickersham & Taft LLP) brought significant expertise in CMBS, an area where the firm is making a ‘strong push in the market’. Elsewhere, in Charlotte, counsel Lawrence Berkovich (ex-Cadwalader) bolstered the firm’s expertise in CLOs and CDOs. In 2011, work highlights included representing the underwriters in connection with the LSTAR Commercial Mortgage Trust 2011-1 offering of a $360m commercial mortgage backed securitization, which was the issuer’s first-ever CMBS offering. The firm is also strong in the ABS space, where Malcolm Dorris advised Barclays, Bank of America and RBC on a $1.5bn securitization of private label credit card receivables. John Timperio has ‘many years of relevant experience and provides customized solutions’, and Richard Jones, co-chair of the firm’s finance and real estate group, also comes recommended. For derivatives expertise, Matthew Kerfoot and Holland West are the key contacts.
The ‘fantastic’ team at Sidley Austin LLP has ‘very good expertise in structured finance’ and a ‘service-oriented approach’. With on-the-ground presence in the New York, Chicago and San Francisco, the US practice is led by Renwick Martin and George Petrow. Hailed as ‘the “go-to” group for ABS or CMBS matters’, work highlights included assisting JPMorgan Chase on two ABS issuances of fixed-rate class A notes by Volkswagen Auto Lease Trust totaling $2.5bn, and advising Wells Fargo on three MBS offerings of commercial mortgage pass-through certificates totaling $4.2bn. For derivatives and structured products, Robert Robinson is ‘diligent, creative and highly responsive’, and Ellen Pesch co-heads the OTC derivatives group, and represents the International Swaps and Derivatives Association on various regulatory matters. Jeff Liebmann is singled out by clients and recently worked with Pesch on advising a large, international investment bank on the creation and issuance of a mortality-linked note program, which is the first of its kind to be offered in the US. Other noteworthy practitioners include the ‘responsive and thoughtful’ Kevin Hochberg (‘very knowledgeable in the container ABS space’) and Gary Stern (‘very good for entertainment-related finance’). In June 2011, derivatives partner Robert Aicher retired.
‘One of the top firms for structured products’, Skadden, Arps, Slate, Meagher & Flom LLP is experienced in a range of areas including matters relating to real estate, derivatives and tax. Susan Curtis co-heads the structured finance group and represents fund managers, issuers and investment banks in a wide variety of capital markets transactions. Curtis recently acted for C12 Capital Management and Protium Finance (a Cayman Islands investment fund) on structured finance aspects of Barclays’ acquisition of the general partner and limited partner interests in Protium Finance. Other recommended individuals of the ‘very strong’ New York practice include Paula Greenman and James Stringfellow, both of whom are adept in derivatives, structured products and securitization. Stringfellow recently acted for the lenders in a $100m revolving credit facility for Special Value Expansion Fund, and represented Citigroup Alternative Investments in its acquisition of the management of four CLO funds. Peers recommend Richard Kadlick, who co-heads the team alongside Curtis, for his ‘deep experience’; ‘he really knows his stuff and is good at applying his knowledge to different situations’. David Midvidy is also ‘a strong player’.
Weil, Gotshal & Manges LLP handles a range of transactions concerning asset-backed securitizations (including medium term notes and commercial paper transactions), mortgage-backed securitizations, collateralized debt and loan obligations, derivatives, rental car fleet financings, and ABS and CDO restructurings. Within the New York structured finance and derivatives group, Robert Chiperfield, Nancy Lynch and Eric Peterman are all names to note, but globally there are also key lawyers based in London and Prague. The practice is led by Frank Nocco, who has handled many groundbreaking transactions in his career, such as the first cross-border securitization involving Hong Kong dollar-denominated credit card receivables and the first securitization of home equity loans to employ a senior/subordinate master trust structure. Practice clients include Merrill Lynch & Co, Barclays Capital, Morgan Stanley and Citigroup. Ariel Kronman was promoted to counsel in 2011.
In September 2011, Bingham McCutchen LLP’s Los Angeles office welcomed the arrival of Daniel Passage, who joined from O’Melveny & Myers LLP (where he led the securitization practice), bringing over 20 years’ experience in a range of finance transactions. Located in offices on the East and West Coast, the structured finance practice is particularly well versed in securitization matters and advising clients on changes in the legislative and regulatory arenas. New York-based Reed Auerbach chairs the structured transactions group and recently handled two landmark deals for GE Capital; namely, the client’s first public securitization of loans backed solely by transportation equipment, and a private securitization, which was the first securitization post-interpretation of the Dodd-Frank Orderly Legislation Authority provisions. Other noteworthy work highlights, led from the New York office, saw Matthew Joseph acting for Mercedes-Benz Financial Services in its first ever securitization of auto leases, and Edmond Seferi advising WCAS Fraser Sullivan Investment Management on a multi-tranche CLO comprising notes with a total value of over $400m. Jeffrey Johnson and Robert Gross, both situated in Washington DC, are also well regarded partners.
Cravath, Swaine & Moore LLP’s has a smaller team than some of its competitors, but the firm’s history in the structured finance field has involved some pioneering transactions, such as the first structure for securitization of revolving credit assets, and the first conduit program for credit cards. While the firm is very strong in securitization, it also acts for corporate issuers and investment funds on a variety of structured products transactions, including CLOs and CDOs. Joel Herold is at the helm of the practice and has acted for Morgan Stanley, Credit Suisse and GSO Capital Partners. Michael Schler, a member of the firm’s tax department, also comes recommended for his expertise in structured finance and securitization. Niche areas of focus for the firm include wireless communication and pharmaceutical royalty securitization and railway sector and intellectual property securitized financing.
The three-partner, 12-associate structured finance team at Freshfields Bruckhaus Deringer LLP continues to work on complex restructurings of structured finance issuance vehicles. Based in New York, it upholds a solid presence in the CLO and loan portfolio financing market, where the firm maintains a strong relationship with Citibank, and exclusively acts for it in all of its CLO transactions. Work highlights included advising UBS on one of the first significant post-financial crisis CLO transactions, which was also the first US CLO transaction for the client in more than two years. The firm also handled the termination of a securities repackaging for Natixis, drafted derivatives for Deutsche Bank Securities, and advised Ryanair on a first-of-its-kind offering of secured notes issued into the capital markets. At the helm of the structured finance team is Brian Rance, who is particularly skilled in the CDO arena, but also handles numerous structured financings and derivatives transactions. Other key figures are Jerome Ranawake, well regarded in the prime brokerage space, and Ellen Hayes, recommended for her strong global reach. The practice also works closely with its tax lawyers, who concentrate on cross-border structuring, private equity and financial products.
Fried, Frank, Harris, Shriver & Jacobson LLP’s derivatives lawyers are well regarded for their regulatory advice (to clients such as SIFMA, The Futures Industry Association and Morgan Stanley) as well as their significant experience in both the OTC and futures areas. The practice is co-chaired by David Mitchell, recommended for commodities and futures transactions, and Robert McLaughlin, who is adept in OTC derivatives and derivatives claim trading. Mitchell and McLaughlin maintain a strong relationship with Goldman Sachs Asset Management, to which the firm handles OTC derivatives negotiations involving trading agreements with 22 different dealers, as well as counseling on compliance with Dodd-Frank Act requirements. Based in New York, the team also handles several matters involving derivatives in the context of corporate acquisitions, with clients including Virgin Media and AEA Investors. For derivatives litigation, David Marc Morris is the key contact.
With lawyers based in New York, Chicago and Los Angeles, Latham & Watkins LLP’s 25-strong US structured finance and securitization team is at the forefront of esoteric transactional markets, assisting a range of assets classes from rental car fleets, aircraft and credit card receivables to CLOs. In 2011, the group handled some landmark transactions for Deutsche Bank, including representing the client, as sole structuring adviser and bookrunning manager, in the first-ever broadcast tower securitization, worth $188m. The firm also acted for Deutsche Bank on the $500m term securitization for Dollar Thrifty, which was the automotive group’s first term securitization since 2007. The practice is led by Kevin Fingeret, who has particular expertise in the field of aircraft lease securitization. Other noteworthy practitioners include Ellen Marks, who represents several working groups of the Financial Services Roundtable on aspects of the Dodd-Frank regulatory developments, and Vicki Marmorstein, who is the former chair of the global finance practice and specializes in CLOs. Marmorstein recently worked alongside Fingeret in advising Credit Suisse on the Atrium VII CLO, the investment bank’s first post-financial crisis CLO transaction for the collateral manager.
With a ‘strong background in the structured finance space’, the lawyers at Morrison & Foerster LLP are ‘fully aware of industry issues and do not need seek further guidance, and as a result, provide timely and accurate advice’. The New York-centered practice delivers well-rounded expertise and the service is the ‘best on the street’. For one client, ‘the firm is at the top when it comes to commodity derivative transactions’, and others would ‘strongly recommend it to any companies seeking legal advice in the structured products field’. A recent highlight for the group saw Jerry Marlatt (‘great to work with’) represent RBS Securities as underwriter in Toronto-Dominion Bank’s $3bn Rule 144A covered bond offering, which was the largest-ever 5-year covered bond in the US market. In the structured products space, Lloyd Harmetz regularly represents Merrill Lynch as underwriter in structured note and structured CD offerings for Barclays Bank, Royal Bank of Canada and HSBC Bank (USA). Highly recommended individuals include David Kaufman, for his ‘knowledge of securities laws and OTCs, combined with sound commercial judgment’, and Anna Pinedo for her ‘extensive industry contacts and proactive guidance’.
Schulte Roth & Zabel LLP’s structured products and derivatives lawyers handle a variety of complex structured and securitized products for investment managers, sellers and servicers of assets, issuers, underwriters, placement agents, investors, credit enhancers and liquidity providers. The firm is active in the CLO market and also frequently provides regulatory and compliance advice related to trading agreements. Craig Stein and Paul Watterson co-chair the New York-centric practice. Stein focuses on swaps and other derivative products as well as asset-backed transactions, and Watterson’s well-rounded practice also encompasses formation and representation of credit funds, and capital markets regulation. Joseph Suh also comes recommended and recently assisted a unit of Tricadia (now a spin-off called HoldCo Advisors) to create special purpose entities that acquired a $1.4bn aggregate principal amount of securities from CDO issuers. For structured and securitized products relating to interests in hedge funds, the group is praised as ‘highly specialized’.
Shearman & Sterling LLP’s New York-based structured finance group is recommended for its international reach, where it is adept at handling transactions in the US, Europe, Asia and Latin America. For securitization, Constance Fratianni acts for both lenders and borrowers, and Stuart Fleischmann has over 25 years of experience in a range of securities and financing activities, particularly in transactions involving Latin American issuers. Recommended for its ability to handle different types of asset classes and innovative structures, practice clients have included Goldman Sachs, Morgan Stanley and Deere & Co. In the derivatives arena, the firm regularly represents financial institutions, issuers, asset managers, hedge funds, investors and other end-users, but also acts for clearing organizations and infrastructure providers in the derivatives industry. Donna Parisi handles OTC transactions, synthetic CDOs, structured products and hybrid financial instruments – she is also active in advising clients on regulatory, risk management, and compliance counseling. Parisi is the main driver of the derivatives practice, but other key figures include Azam Aziz (leader of the asset management team) and Geoffrey Goldman. Goldman was part of the team that advised The Depository Trust & Clearing Corporation on setting up a new subsidiary, DTCC Derivatives Repository Ltd, in order to run a new global equity derivatives repository based in Europe.
Sullivan & Cromwell LLP’s structured finance group specializes in securitization and structured products, handling a host of transactions in a range of asset classes. Led by Mark Welshimer, the team has acted for clients such as MetLife, Goldman Sachs and Allianz. Welshimer is recommended for his particular expertise in regulatory advice, but has also handled a number of groundbreaking transactions in his career including the first public automobile loan securitization and the first public commercial real estate loan securitization. The firm houses a separate commodities, futures and derivatives division, which delivers transactional, advisory and litigation services relating to structuring, offering and trading commodity and derivative products. In this sphere, the key contact is Kenneth Raisler, who is currently vice chair of the ABA derivatives and futures law committee, but has also served at the Commodity Futures Trading Commission (CFTC) and on the futures regulation committee at the New York City Bar. For transactional matters, Raisler works closely with David Gilberg and the ‘excellent’ Rebecca Simmons, and for litigation, Steven Peikin is recommended.
Acting for clients such as Credit Suisse, JPMorgan Chase and Goldman Sachs, Debevoise & Plimpton handles the full gamut of derivatives and structured finance transactions, but has particular expertise in matters relating to insurance and investment management products. Other areas of strength include regulatory and tax-related advice, hedge fund experience and expertise in cross-border transactions. Practice co-chair Byungkwon Lim is particularly strong in the derivatives arena, and remains busy assisting clients on compliance with Dodd-Frank Act requirements. For structured products, Pierre Maugüé (also co-chair) and William Beekman come recommended; for products relating to the insurance industry the key contacts are Ethan James (who joined from Davis Polk & Wardwell LLP in 2011), Nicholas Potter and Thomas Kelly. The firm maintains a strong relationship with Dart Management, for which it handles various derivatives and structured finance matters, including the recent review of various trading documents and in the restructuring of the client’s various subsidiaries. New client gains include Rabobank and Citibank’s securities lending business.
Greenberg Traurig LLP’s structured finance and derivatives group handles securitized and structured products in a wide range of asset classes encompassing the mortgage, asset-backed, municipal and structured products markets. Acting for Fortune 500 companies, major financial institutions and specialized finance companies, the well-rounded practice operates on a truly national platform, with lawyers in New York, Washington DC, New Jersey, Pennsylvania, Florida, Texas, Delaware, Virginia, Arizona, Illinois and California. The key practice contacts are New York’s Mark Michigan, who is recommended for securitization programs relating to student and automotive loans, timeshares and mortgages; and Dallas-based Michael Thimmig, who concentrates on asset-backed and mortgage-backed securitizations. Other noteworthy practitioners include Chicago-based Nancy Schimmel, ‘a fine lawyer, with a very commercial approach’, and Silvie Durham in New York, who handles commercial paper programs, structured transactions and products, OTC derivatives and futures agreements, and commodities trading issues. Practice clients have included JPMorgan Chase, Deutsche Bank and The Royal Bank of Scotland.
The service at Katten Muchin Rosenman LLP is ‘first class’, winning plaudits for its ‘personal yet professional approach, thoughtful advice and timely responses’. The firm reaps praise for its experience in securitization, where the bench for ABS work is ‘deep and talented’ and the CMBS lawyers are ‘experienced and knowledgeable’. For some, ‘there is no better firm in the world for auto loan and lease securitization expertise’, which recently saw the team advise Ford Motor Credit Company on its first publicly-registered auto lease securitization. ‘Creative thinker’ Chris DiAngelo leads the team, which continues to raise its profile in structured finance following the 19-lawyer arrival from Dewey & LeBoeuf LLP in 2010. Also recommended are John Keiserman (‘exceptional resourcefulness in adapting to the ever-evolving financial products and regulatory environment’), and Anna-Liza Harris (‘distils complicated tax issues and describes them to a layperson effectively’). Joseph Topolski has ‘excellent skills in ABS and is on top of regulatory developments impacting the industry’; for one client he is ‘the world’s foremost authority on auto loan securitization. Rarely will you find a finer combination of experience, expertise and intelligence in a partner so young’.
‘Premium firm’ Kirkland & Ellis LLP is ‘very strong on large transactions’ and commended for its competitive rates and responsiveness. The group is ‘at the top of the auto securitization market’, where it is acting for Ally Bank and Ally Financial in a $15bn revolving credit warehouse facility, providing funding for auto loans, auto leases and dealer floorplan loans. While the firm is often better known for representing auto finance issuers, it also handles an array of securitization transactions involving many other asset classes. In 2011, the firm advised RBS Securities and Deutsche Bank (as structuring agents and initial purchasers) on two term securitizations of timeshare loan receivables under the Sierra program of Wyndham Worldwide Corporation. In Chicago, recommended individuals include Kenneth Morrison, who has a ‘knowledgeable and calm demeanor’, and Jeffrey O’Connor, ‘an excellent technical lawyer, who provides creative solutions to structuring challenges’. In New York, clients are ‘very happy with the expertise and approach’ of Scott Gordon. Janette McMahan is a ‘hard worker and good negotiator’.
The ‘tremendous’ lawyers at Kramer Levin Naftalis & Frankel LLP are highly specialized in esoteric securitization; ‘they have extensive knowledge in ABS but also related areas such as regulatory and tax, that often impact the viability of a structured finance deal’. In 2011, the firm handled transactions totalling more than $1.5bn for Credit Suisse, JPMorgan, Royal Bank of Scotland and BB&T Capital Markets relating to timeshare loan asset-backed securities and timeshare loan-backed revolving facilities. The firm’s work highlights also display a number of landmark mandates, such as representing Adams Outdoor Advertising as an issuer in one of the few whole-business deals to close in the US in 2011, and acting for a major Japanese financial institution, as sole investor in one of the first CLOs to close since 2008. Key figures within the New York-based team include Laurence Pettit and the ‘terrific’ Gilbert Liu. For esoteric transactions, Richard Rudder is at ‘the top of his class’; ‘he has an important and valuable perspective based on past transactions and can think outside the box when a novel situation presents itself’.
Linklaters has suffered some significant departures in recent years and in 2011, the firm lost its head of structured finance and derivatives Gary Barnett, who left for a leadership role at the CFTC. In spite of Barnett’s move, the firm has ‘a large amount of expertise in this area’ and clients remain ‘extremely pleased’ with the level of service provided. Handling OTC derivatives, domestic and international securitization and other structured products, the firm delivers both transactional and regulatory advice involving a variety of asset classes. In 2011, the firm advised Citibank on the development of the first multi-bank trade finance program to support global trade and provide an off-balance sheet securitization platform. In the derivatives sphere, it advised Barclays Bank on several cases, mainly arising from derivatives contracts relating to hedge funds. Key partners include Caird Forbes-Cockell, who holds over 30 years’ experience in international finance matters, and Stan Renas who ‘has a particularly good feel of underlying commercial issues’; ‘he is also a very good problem solver and his expertise in complex transactions adds great value’.
McDermott Will & Emery LLP’s workload involves structuring innovative securitization and derivatives solutions, and designing, negotiating and trading structured products. With experience in the taxation and regulation of the financial markets, the firm also analyzes transactions in the context of corporate governance, legal, regulatory and tax requirements. In Chicago, Andrea Kramer is experienced in the derivatives space, but also has related expertise in tax laws, governmental regulation and trading policies. In New York, Thomas McGavin has niche expertise in securitization of private equity fund investments, but heavily focuses on the credit and equity derivatives market. Other recommended practitioners include New York’s David Taub who concentrates on structured products and securitization, and younger partner John Hammond, in Chicago, who is skilled in handling derivatives and other structured finance transactions. Clients have included CIT Group, HSBC and the International Swaps and Derivatives Association.
Orrick, Herrington & Sutcliffe LLP is recommended for its ‘strong industry knowledge, solid advice and value for money‘. The team comprises attorneys in New York, Washington DC and Los Angeles, who have strong knowledge in the securitization space and of regulatory matters affecting participants in the global financial and capital markets. A recent work highlight saw the firm acting for Redwood Trust (as a securitization sponsor) in the first public offering of private-label mortgage-backed securities in 2012, and only the second major offering of this type since the onset of the financial crisis. Katharine Crost leads the team and is well respected in the market. Al Sawyers is also recommended for his ‘ strong market knowledge and efficiency‘, and Joshua Raff has a ‘very good business sense‘. In 2012, the firm lost Cameron Cowan to King & Spalding LLP, Michael Mitchell and James Croke to Chapman & Cutler LLP and Michael Freedman, who is no longer practising as a lawyer.
The ‘innovative’ securitization team at Paul, Weiss, Rifkind, Wharton & Garrison LLP specializes in esoteric transactions with unusual structures or assets, often involving workouts and restructurings of structured finance transactions. While the group advises clients on a range of asset classes, it has particular expertise in the media and entertainment industry, handling structures involving sports financing and film financing slate deals. In this sphere, the firm recently advised Barclays Capital as sole structuring adviser and initial purchaser in a $550m securitization backed by the assets of the Miramax film studio. It also handled Major League Baseball’s $1.4bn league-wide securitization facility involving the ongoing issuance of notes, secured by national media revenues. The New York-centered securitization team includes key figures such as Jordan Yarett (co-head of the finance department), Robert Zochowski and Lawrence Wee. For derivatives expertise, Manuel Frey regularly handles cross-border OTC derivatives, structured products, as well as related credit, regulatory, legal and risk management issues.
Renowned for its high-level service, Simpson Thacher & Bartlett LLP delivers ‘top-notch industry knowledge and keeps up to date on the latest structures’. Based in New York, the team’s work highlights display a healthy mix of securitization, structured products and OTC derivatives instructions. In 2011, David Eisenberg represented an affiliate of Global Tower Partners on the issuance of $645m aggregate principal amount of Secured Tower Revenue Notes, and acted for GSO/Blackstone Debt Funds Management, as collateral manager, in three CLO transactions. Working closely with Eisenberg is ‘very strong player’ Laura Palma, who reaps praise from peers and clients alike. Palma recently advised the underwriters, in an asset-backed notes offering by Mercedes-Benz Auto Receivables Trust. For derivatives transactions, the ‘very knowledgeable’ Joyce Xu acts for clients such as Credit Suisse Capital, Barclays Bank and Blackstone, and Roxane Reardon is a ‘top notch partner all round’; ‘she has great business sense, is very client friendly and able to think outside the box’.
Winston & Strawn LLP’s ‘very good’ structured finance offering is primarily based in Chicago and well known for its work pertaining to bank-to-bank structured finance, Dodd-Frank and other regulatory-related matters, and early-stage CLO product development. Recent work highlights saw the ‘extremely knowledgeable’ Warren Loui act for Nissan on the filing of a shelf registration for approximately $4bn in asset-backed securities, which was one of the first shelf registration statements that incorporated many of the SEC’s regulatory reform provisions. The firm is most active in securitization and structured products matters, but in the derivatives space, Michael O’Brien represented a New York-based hedge fund in a structured derivatives transaction with a UK bank for the synthetic ownership return of a portfolio of shares listed on PRC exchanges. The department is led by David Galainena, who has 27 years’ experience, predominantly in asset-backed and mortgage-backed structured finance transactions. Also worthy of note is Michael Mullins, recommended for his ‘strong subject knowledge, client service skills and negotiating prowess’.
Allen & Overy LLP’s key partner contact for securitization is Lawton Camp, who handles mandates across a wide range of asset classes and in multiple jurisdictions. Partner John Hwang is also recommended and specializes in ABS. For derivatives and synthetic products advice, John Williams, Deborah North and David Lucking are the names to note. The firm advised the Depository Trust and Clearing Corporation in creating a new joint venture with the New York Stock Exchange called the New York Portfolio Clearing, designed to clear US fixed income derivatives. The team also continues to act for the International Swaps and Derivatives Association. All lawyers named are based in New York.
Ashurst LLP’s bench in structured products decreased in September 2011, when Alice Yurke departed for Jones Day. Nevertheless the firm is still recognized for its work on structured product programmes, and its expertise credit derivatives, where it handles OTCs and credit default swaps. In the securitization arena, the firm runs transactions involving all major asset classes including RMBS, CMBS and credit cards, but also has expertise relating to repackaging programmes, securitization restructurings, and whole loan portfolio acquisitions. Key New York contacts include William Gray, recommended for all types of derivative transactions, and Patrick Quill, adept in securitization, CDOs, structured note programmes and credit-linked securities. In Washington DC, Scott Faga is recommended for his broad practice, which encompasses CLOs, CDOs, derivative and other swap transactions, as well as CMBS and ABS matters.
The ‘efficient, highly responsive and cost-effective’ Bracewell & Giuliani LLP is recognised for its work with hedge providers and counterparties for structured secured hedging, but is particularly well regarded for its strong expertise in the energy sector. In 2011, Houston-based partners Alan Rafte (‘excellent at handling financial instruments and complex transactions’) and Ryan Holcomb advised Deutsche Bank in the syndication of a secured, multiple-tranche oil and natural gas swap. Another highlight for Rafte and Holcomb involved advising JPMorgan Ventures Energy in the purchase of a volumetric production payment from an independent oil and gas company. In New York, Robin Miles ‘always assembles the right team of partners’, and Houston’s Heather Brown ‘assimilates the complexities of a structure and is excellent at drafting and reviewing agreements with multiple imbedded subtleties’.
Receiving ‘extremely high marks’ for its service, DLA Piper LLP’s key qualities are its response times and business acumen. Focusing on esoteric transactions and innovative solutions, the firm recently advised clients on a pioneering program using structured notes to acquire tobacco escrow release rights. In June 2011, Michael Macaluso joined from Morgan Lewis; Macaluso splits his time between New York and Minneapolis and handles domestic and cross-border asset-backed and mortgage-backed securities, conduits, synthetic securities, repos and credit derivatives. Boston-based Ronald Borod leads the team, and has over 20 years’ experience in securitization. For derivatives expertise, clients single out Chicago’s Marc Horwitz, who has a ‘very strong background and excellent understanding of current business issues impacting the derivatives market’. New practice clients include Deutsche Bank, Natixis and UFT Commercial Finance.
Dentons specializes in transactions in the mortgage market, and comprises lawyers in New York, Washington DC and Los Angeles. Led by Stephen Kudenholdt, the team recently expanded in size, when Scott Samlin, from an in-house position at Morgan Stanley, and William Carpenter, joined the firm. Also in 2011, the team was further strengthened through the promotion of three senior associates to counsel. Key highlights included advising BlackRock Mortgage Investors on aspects of its new conduit program for the purchase of residential mortgages ineligible for purchase by Fannie Mae and Freddie Mac. The firm also acted for Credit Suisse in two landmark securitizations, which involved some of first publicly offered residential mortgage-backed securities to be issued since the credit crisis began.
Foley & Lardner LLP’s recent work highlights include acting for the State of Wisconsin Office of the Commissioner of Insurance as the regulator responsible for overseeing Ambac Assurance Corporation, on matters relating to the exposure to various financial products, including credit derivatives. Milwaukee-based partners David Reicher and David Ryan are key contacts; each has substantial experience in the area of student loan finance, but also handles securitization and derivatives transactions in other classes. Of counsel Diego Figueroa Rodriguez, who joined the firm in 2011, also has experience in numerous financing structures, including various modes of credit enhancement, insurance, swaps, interest rate hedges, auction rate securities and tobacco settlement asset-backed bonds.
Jones Day strengthened its structured products offering in 2011, through the arrival of Alice Yurke and of counsel Jonathan Ching, who join from Ashurst LLP and a global investment firm respectively. Mark Sisitsky leads the wider banking and finance group, but concentrates on structured products, derivatives and restructuring existing financings. For niche expertise in the energy sector and in the securitization of intellectual property assets, Ronald Gross is recommended. For regulatory issues relating to the financial reform legislation, Tracy Oley is a key contact. The core team is based in New York, but Oley is located in Washington DC. Clients have included Citibank, Sandisk, Kaiser Aluminum Corporation and Xcel Energy.
Morgan Lewis is praised for its ‘excellent response times; thoughtful, appropriate advice; and value for money’. The firm has a broad derivatives practice, but for exchange-traded derivatives transactions, clients claim ‘there is no comparison’. The workload also extends to handling insolvency and counterparty risk associated with derivative products and trading relationships, and Dodd-Frank regulation counseling. New client gains of 2011 include NYSE Liffe (on regulatory matters relating to its operations as a designated contract market), and SIFMA (on rulemaking aspects of foreign exchange matters). In other work highlights, the firm analyzed the derivative book of an oil company acquired by a global mining company in a $12bn deal, and acted for a global insurance company on structuring and purchasing $100m of structured notes in a cross-border transaction. Thomas D’Ambrosio is chair of the five-partner practice, which also includes the well-regarded Georgia Bullitt. In June 2011, Michael Macaluso left for DLA Piper LLP.
Acting for a client base predominantly made up of investment banks, insurers and reinsurers, Stroock & Stroock & Lavan LLP’s ‘top-notch’ structured finance practice handles mature and esoteric forms of asset-backed securities, insurance-linked securities, mortgage-backed securities, derivatives, CDOs and CLOs. While the team is competent in a number of structured finance areas, clients claim that for securitization, it ‘compares favourably’, and that the lawyers’ knowledge and expertise is ‘among the best’. The ‘very pragmatic’ Richard Fried is at the helm of the practice; he handles securitization relating to a range of commercial loans, auto receivables and trade receivables, but is particularly well regarded for his ‘very good knowledge base in student loan securitization’. Fried works closely with Thomas Weinberger, particularly for securitizations in the insurance sector, and Boris Ziser, who is skilled in the areas of public and private mortgage-backed and asset-backed securitizations, warehouse facilities and commercial paper conduits. In January 2012, Anthony Schouten and Jeffrey Stern left for Pillsbury Winthrop Shaw Pittman LLP.
Seward & Kissel LLP acts for a range of asset classes and is unique in that it handles both the origination and restructuring of ABS, CMBS, RMBS and CDOs. The firm is involved in domestic and global transactions, but also represents banks and investors in related-litigation. In 2011, the firm advised Wilmington Trust National Association, as Indenture Trustee and member of the unsecured creditors committee, on the Chapter 11 bankruptcy of MF Global Holdings and MF Global Finance USA. Kalyan Das leads the global team, splitting his time between New York and London. Andrew Silverstein, who has over 20 years’ experience with the firm, is also recommended. Both Das and Silverstein focus on securitization and structured products. For derivatives and other counterparty arrangements, the contacts are Craig Hickernell and Robert Walder in New York, and Anthony Nuland in Washington DC.
Split between offices in New York and Boston, Sullivan & Worcester LLP’s securitization practice provides ‘excellent responsiveness, strong business acumen and industry knowledge’. A partner since 1983, George Lindsay chairs the practice, which also includes highly regarded partners in Duncan O’Brien and Alexander Notopoulos, both of whom are particularly well versed in ABS transactions. Recent work includes representing Deutsche Bank and Deutsche Bank Securities on the establishment of the $7.5bn Northern Pines Funding collateralized commercial paper program. UBS is a strong practice client and the firm recently advised the company on a $100m warehouse credit facility to a special purpose subsidiary of a subprime auto loan company.