Miller Thomson’s Structured Finance and Securitization Group has extensive experience and knowledge of this unique area. Structured finance law broadly includes transactions that have both a financing component and legal structures designed to isolate assets from other creditors for the benefit of investors. With a diverse client base that includes sellers, SPEs, bank sponsors, underwriters, investors, third party asset servicers and other service providers, rating agencies, swap counterparties and credit enhancement providers, our team of specialists can assist with both structured finance transactions and the development of new structured products. We also draw on our firm’s range of expertise when required, including tax, securities, secured lending and real estate, consumer protection, privacy and bankruptcy.
The legal structures for structured finance transactions range from simple “true sales” (a securitization involving the “true sale” of a cash flow generating asset such as loan receivables) to more complicated derivative and synthetic structures that would include special purpose entities (SPEs) funded by one or more investors. SPEs can take the form of trusts, corporations, ULCs, and partnerships, provided that they acquire the assets in a true sale (which would not be challengeable in a bankruptcy of the seller) and provided they would not be ‘substantively consolidated’ with the seller in an insolvency. Most structured finance transactions also involve lengthy reasoned legal opinions to address the degree to which these risks are present in the structure.
Our team has participated in many structured finance transactions and can provide the critical guidance that these potentially very complex structures require.
Our services include:
- Asset Securitization: Asset securitization structures have almost infinite variety and include securitizations based on personal and commercial loans, credit card and credit line receivables, residential and commercial mortgages (RMBS and CMBS), automobile and equipment loans and leases and trade receivables. Our experienced team can assist with any aspect of asset securitization, including the origination of assets, creation of special purpose entities, due diligence, issuance and underwriting of asset securitizations, both on a public and private placement basis.
- Financial Products: Financial product offerings have grown increasingly varied and sophisticated over the past several years. Our lawyers can assist with the structuring and sale of financial products and have acted for financial institutions, corporations, investment funds and investment banks.
- Derivative Products: Derivative products include financial vehicles whose performance is based on an underlying asset or instrument, such as market indices, commodities, currencies, baskets of targeted equities, foreign exchange or futures contracts. In addition to applicable securities laws, derivative products associated with commodities entail the special registration and other requirements associated with commodities futures legislation. Our Group can assist with the development, structuring and offering of a wide range of derivative products.