STRUCTURED FINANCE PRACTICE: THE LIFECYCLE OF A SECURITIZATION TRANSACTION
(LAWA-4090) - 1 UNIT

Familiarity with structured finance transactions and opinion practice is essential to understand an important practice area of major national law firms and to be well versed in the language and dynamics of commercial lending, securitization, and secondary market transactions. This course will provide insight into law firms' representation of commercial loan originators, mortgage loan servicers and other commercial mortgage securitization participants by: presenting an overview of exemptions from the section 5 of the Securities Act of 1933 (15 U.S.C.77a et seq., as amended) securities registration offered by Regulation D applicable to commercial mortgage backed securities (?CMBS?) issuances; analyzing the legal framework of securitization transactions; describing the role of loan servicer and its relationship with loan originators and sub-servicers; surveying the preparation, negotiation and review of sample offering memorandum, pooling and servicing agreement, mortgage loan purchase agreement servicing rights purchase agreement, and sub-servicing agreements; understanding consolidation risks associated with single purpose entities; and discussing law firms' specialized opinion practice by reviewing and working on sample enforceability opinion, negative assurance letter, and non-consolidation opinion. Interactivity and questions will be encouraged.

Pass/Fail:
Yes

Prerequisites:
Business Associations (LAWA-4003)  (can be taken concurrently)