Opinions in Structured Finance and Securitized Lending Transactions: Bankruptcy Remoteness, Legal Separateness
Assumptions, Qualifications, Limitations, and Use of Letters; Reducing Risks for Opinion Givers
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide a review of the use of opinion letters in structured finance transactions, explain various elements of the opinions, and outline the types of assumptions and qualifications the opinion giver should utilize to minimize risks.
- Delaware corporate and SPE opinions
- Authority to file for bankruptcy
- Bankruptcy remoteness
- Drafting considerations in rendering substantive consolidation opinions
The panel will review these and other critical issues:
- How should the opinion giver address the issue of bankruptcy remoteness: What are the limitations, assumptions, and qualifications that the opinion giver should consider? What should you be looking for in the SPE's organizational documents?
- What issues should the opinion-giver address in a non-consolidation opinion?
- What are the bankruptcy risks that parties providing financing to a structured finance SPE can minimize?
- What should state law opinions address?
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.Close
Jason W. Harbour
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.Close