Rendering Opinions in Structured Finance and Securitized Lending Transactions: Best Practices, Principles of Bankruptcy Remoteness, Legal Separateness and More
Navigating Assumptions, Qualifications, Limitations and Use of Letters; Reducing Risks for Opinion Givers
Recording of a 90-minute premium CLE webinar with Q&A
This CLE webinar 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?
Lorne W. McDougall
Mr. McDougall has extensive experience in complex real estate related financings secured by a wide array of property... | Read More
Mr. McDougall has extensive experience in complex real estate related financings secured by a wide array of property types, including office, retail, hotel, laboratory and other special use properties. He advises developers, entrepreneurs, funds and investors in connection with the acquisition, disposition, ownership, use, permitting, financing, development, construction and leasing of commercial real estate. Mr. McDougall routinely interacts with lenders, SPE borrowers and rating agencies in connection with securitized loan transactions reviewing or rendering complex nonconsolidation opinions, true sale/lease opinions, zoning and permitting opinions and other types of specialized opinions used in real estate financing transactions. He is knowledgeable and experienced in designing sophisticated special purpose bankruptcy remote ownership structures and complying with rating agency guidelines and criteria.Close
Christopher M. Winter
Mr. Winter is co-chair of the Finance and Restructuring Transactions division of Duane Morris' Business... | Read More
Mr. Winter is co-chair of the Finance and Restructuring Transactions division of Duane Morris' Business Reorganization and Financial Restructuring Practice Group. Mr. Winter focuses his practice on commercial finance and chapter 11 bankruptcy law and proceedings. Mr. Winter represents direct lenders, commercial banks and other institutions and entities in financing transactions, including cash-flow loans, asset-based loans, real estate mortgage loans, lease financing and financings utilizing New Markets Tax Credits. He also represents lenders in workouts, restructurings and enforcement actions. Mr. Winter regularly advises clients on federal bankruptcy matters and represents their interests in proceedings in the U.S. Bankruptcy Court, including in the District of Delaware. Mr. Winter also regularly provides legal opinions under Delaware law and is a member of the firm's opinion committee.Close