Asset Securitization and Structured Finance

Paul Hastings’ Global Asset Securitization and Structured Finance practice is conducted by attorneys located in the United States, Asia and Europe. Our experience cuts across all of the major asset classes that are the subject of securitizations, including commercial and residential real estate, credit card receivables, non-performing loans and aircraft leases. Over the past few years, we have served as counsel in more than 100 transactions totaling more than US$20 billion.

Our attorneys represent issuers, underwriters, placement agents as well as other participants such as credit and liquidity facility providers, servicers, trustees and investors. In representing these clients we are routinely involved in all aspects of the securitization and structured finance process in both domestic and cross-border transactions, including:

• Preparation and negotiation of loan documents, trust indentures, pooling and servicing agreements, asset management and administration agreements
• Drafting offering memoranda, prospectuses and other disclosure documents
• Formation of bankruptcy-remote special purpose vehicles
• Conducting asset due diligence

In addition, we understand the requirements of the ratings agencies and have experience in rendering legal opinions typically required, including substantive consolidation and true sale opinions. Securitization and complex structured finance transactions have been the foundation of our rapid expansion in Asia. We have been at the forefront of the introduction and development of international standards applicable to the Asian markets. For example, we were instrumental in structuring, documenting and closing the first CMBS transaction in Japan rated by the international ratings agencies, as well as the first non-performing loan securitization ever completed in Japan. In these and other transactions, we successfully adapted structures and techniques used in the United States and other international markets to developing markets in Asia while taking into consideration the special legal requirements and practices of the country in which the assets were located.