True Sale and Non-Consolidation Legal Opinions in Securitization and Structured Financing Transactions
Purpose, Assumptions, Language, Characteristics; Minimizing Risks to the Preparer
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide legal practitioners with practical advice about preparing true sale and non-consolidation legal opinion letters in securitizations and other structured finance transactions. The panel will review the common elements of these opinion letters, highlight the attendant risks and potential liabilities, discuss the rights, obligations, and expectations of opinion givers and lenders, and outline best practices to reduce risks and avoid common pitfalls.
Outline
- Overview of the true sale doctrine
- Ensuring that a transaction is a "true sale"
- Language and characteristics of a true sale opinion
- Issues and considerations when drafting a true sale opinion
- Understanding the role of non-consolidation opinions in financing transactions
- Potential issues when drafting non-consolidation opinions
- Best practices and tips for issuing a non-consolidation legal opinion
- Key takeaways
Benefits
The panel will address these and other key issues:
- What is a true sale legal opinion and how is it typically used?
- What is a non-consolidation legal opinion and under what circumstances is it typically required?
- What are the key characteristics of a well-drafted true sale or non-consolidation opinion letter?
- What key factors and considerations should attorneys analyze when preparing to draft these types of opinion letters?
Faculty
Francisco Flores
Partner, Co-Chair Structured Finance Practice
Winston & Strawn
Mr. Flores focuses his practice on negotiating, structuring and documenting corporate transactions and related... | Read More
Mr. Flores focuses his practice on negotiating, structuring and documenting corporate transactions and related financing arrangements. He has represented publicly traded and privately held companies in borrowing and lending transactions, entertainment financing, M&As, private equity investments, public and private debt and equity offerings, SEC compliance, tender offers, venture capital transactions and general corporate matters. In the structured transactions arena, Mr. Flores has represented issuers and underwriters in acquisitions, sales and securitizations in various asset classes, including automobiles leases, commercial mortgages, home equity loans, residential mortgages, life settlements, premium finance loans, lottery receivables, peer-to-peer loans, pharmaceutical receivables, structured settlements, student loans and solar energy receivables.
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Jason W. Harbour
Partner
Hunton Andrews Kurth
Mr. Harbour regularly represents all major constituencies in formal bankruptcy proceedings and in out-of-court... | Read More
Mr. Harbour regularly represents all major constituencies in formal bankruptcy proceedings and in out-of-court restructurings. His experience includes representing corporate debtors, secured and unsecured creditors, parties to safe harbored financial contracts, indenture and securitization trustees, lessors, and other parties in interest in Chapter 7, Chapter 11 and Chapter 15 bankruptcies, and in workouts. Mr. Harbour’s practice also focuses on providing insolvency-related structuring advice and legal opinions in connection with complex transactions for asset based-lending, asset securitizations, safe harbored financial contracts, conduits, derivatives and other financial hedges, project finance, REITS, REMICS, real estate finance and other capital markets transactions.
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