"Recognized for his 'responsiveness, accessibility and outstanding service.'" Chambers USA 2009
Stuart M. Litwin is a partner and coheads Mayer Brown’s Structured Finance and Capital Markets practices.
Stuart is one of the leading lawyers in the United States in the representation of originators, investment banks, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting US and international assetbacked and other securities transactions. His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization and financing of retail and commercial auto loans and leases, FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, rental cars, commercial and residential mortgages, cross border transactions, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes. Stuart also regularly represents several hedge funds and reinsurance companies in their “alternative investments” (i.e., unusual assets or finance companies discovered by the hedge fund which are more difficult to fund in securitization or banking markets). He also has substantial experience representing lessees, equity investors and debt investors in leveraged and synthetic lease transactions and M&A transactions involving banks and finance companies.
Recent important engagements have included (1) the creation of StraightA Funding, LLC, a $60 billion asset backed commercial paper conduit to finance the student loan industry with support from the Department of Education and the Federal Financing Bank; (2) the creation of the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions; (3) several tender offers for and restructurings of student loan trusts with auction rate securities; (4) the first ABS offering in the US backed by Australian auto leases; (5) representing Goldman, Sachs & Co. in the financing of Cerberus’ acquisition of Chrysler, the largestever use of assetbacked securities in any M&A transaction ($47 billion of the $60 billion financing); and (6) representation of a heavy equipment manufacturer in the securitization of its floorplan loans to dealers in “politically sensitive” countries in Latin America.
Stuart represents virtually every major bank and investment bank in at least some aspect of its business. He also has been involved in some aspect of the financing programs of virtually every large auto finance company.
Chambers USA 2012 notes that Stuart is “highly recommended for his auto leasing experience and is said to ‘know as much as anyone in that space.’” Chambers USA 2009 also lists Stuart as “one of the country’s best and brightest for auto securitizations” and according to Chambers Global 2009, he is esteemed by clients for his “responsiveness, accessibility and outstanding service.” Legal 500 USA 2009 noted that Stuart “has handled every variety of complex assetbacked products.” He has also been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney.
Stuart is a frequent lecturer and writer on securitization topics. The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Stuart. Among other publications, he is the author of the book Equipment and Auto Lease Financing: Securitization, Leveraged Leasing and Titling Trusts published by Aspen Law and Business and the Equipment and Auto Lease Securitization chapter of the Equipment Leasing Leveraged Leasing Treatise published by Practising Law Institute.
News & Publications
Andrew M. Faulkner has represented participants in asset-backed securities transactions since 1985.
Mr. Faulkner has acted as counsel in public offerings and private transactions involving the issuance of securities backed by credit cards, auto loans, P2P loans, commercial real estate loans and trade receivables. He has represented commercial paper issuers and arrangers, as well as sellers of assets to asset-backed commercial paper programs. He has advised on cross-border issuances into and out of the United States. In addition, he has advised issuers of commodity index linked structured products, including exchange traded funds.
Mr. Faulkner has a broad credit card securitization practice. He helped establish credit card master trusts for many major issuers and has represented issuers and the underwriters of securities backed by VISA and MasterCard receivables and retailer private label credit card receivables. Mr. Faulkner has worked on structural innovations for the public issuance of subordinated classes of credit card receivables-backed securities. He also has represented buyers and seller of portfolios of credit card accounts. Mr. Faulkner has acted as counsel to the issuers or to the underwriters in securitized transactions by Chase, 1st Financial Bank USA, Target Corporation, Bluestem Brands and many other issuers.
Recent transactions have included restructurings of securitization programs, sales of consumer loan portfolios, acquisitions and financings of P2P loans and advice to purchasers of interests in distressed asset-backed securities transactions. Mr. Faulkner has advised clients on regulatory developments, including the implementation of the Dodd-Frank Act and the Volcker Rule.
Mr. Faulkner is a former member of the board of directors of the American Securitization Forum. He represented the American Securitization Forum in efforts to modify and preserve the FDIC’s legal isolation safe harbor for securitization transactions. He also represented SIFMA in connection with the preparation of comment letters on rules proposed to imple- ment the conflicts of interest limitations for securitization participants under the Dodd- Frank Act.
Mr. Faulkner repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America.
“Entering a New Regulatory Era Under the Final Volcker Rule,” Skadden’s 2014 Insights - Financial Regulation, January 16, 2014
“Structured Finance Alert —The Final Volcker Rule: Impact on Securitizations,” Skadden, Arps, Slate, Meagher & Flom LLP, Janu- ary 8, 2014
“The Volcker Rule: A First Look at Key Changes,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2013
“US Financial Regulators Issue Final Volcker Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, December 10, 2013
Structured Finance Alert: “Proposed Rule to Implement Dodd-Frank Risk Retention Requirement,” Skadden, Arps, Slate, Meagher & Flom LLP, October 2013
“Agencies Propose Revised Risk Retention Rule,” Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2013
J.D., Columbia University School of Law, 1985 (Harlan Fiske Stone Scholar)
B.A., Cornell University, 1981 (magna cum laude)
Ellen Marks is a partner in the Chicago office of Latham & Watkins and a member of the firm’s Corporate and Finance Departments.
Ms. Marks handles complex and innovative financial transactions and restructurings with a particular focus on securitization and structured finance. She also handles financial regulatory matters, with an emphasis on swap regulations and securitization regulations, and has extensive knowledge of the federal securities laws, the federal banking laws and their related regulations, including changes resulting from the Dodd-Frank Act.
Ms. Marks represents the Financial Services Roundtable’s swaps working group. In that capacity she has drafted numerous comment letters to the Commodity Futures Trading Commission and the Securities and Exchange Commission relating to the implementation of Titles VII of the Dodd-Frank Act, including with respect to mandatory clearing, swap execution facilities, the definitions of swap dealers and major swap participants, and margin and capital requirements.
Ms. Marks is also active in the Business Law Section of the American Bar Association, currently serving as Chair of the Committee on Securitization and Structured Finance. She has chaired the drafting committees for numerous ABA projects and comment letters, including preparing Securitization in the Post-Crisis Economy: An ABA Business Law Section White Paper and comment letters to the Federal Deposit Insurance Corporation on its proposed securitization safe harbor and to the Securities and Exchange Commission on its proposed significant revisions of Regulation AB. Ms. Marks also serves as co-chair for the Securitization Financial Industry Group's legal counsel committee.
Ms. Marks' transactional experience includes:
Ms. Marks also has experience in public debt financings, bank note issuance programs, commercial paper and extendible commercial note programs, bank financings, co- branded and private label credit card agreements, card processing agreements, receivables servicing agreements, general public company representation, mergers and acquisitions, derivatives, bankruptcies and cross-border restructurings.
MFA, Vermont College, 2002
JD, University of Michigan Law School, 1991
BA, Northwestern University, 1988
Ranked as a leading Capital Markets- Securitization lawyer and receives “plaudits for her expertise on regulatory matters ." Chambers USA 2014
Praised for being "highly knowledgeable" with a "strong ability to explain things clearly." Chamber USA 2013
Recognized in the 2013 edition of the International Who's Who of Capital Markets Lawyers.
Earned praise for her “drive, initiative and leadership in spearheading the regulatory issues.” Chambers USA 2011
Described as “highly rated for innovative solutions in restructuring financial products and expertise in regulatory matters.” The Legal 500 US 2011
Chris DiAngelo is managing partner of Katten's New York office and a member of the firm's Board of Directors and Executive Committee. He is also a member of the Board of Directors and Executive Committee of the securitization trade association, the Structured Finance Industry Group (SFIG). He focuses his practice on structured finance and securitization matters. Chris represents a variety of clients, including issuers, lenders, underwriters and investors, in a wide range of programs and projects involving asset-backed debt, municipal debt, straight corporate debt and equity, warehouse lines, regulatory matters and acquisitions.
Chris's clients describe him as a "significant market player" and say "He has the ability to zero in on the legal and business issues, explain them and then find an appropriate solution," according to Chambers USA. Additionally, clients admire Chris's regulatory knowledge, and say "He's up on current regulations and even what's bouncing around the regulators' heads" (Chambers USA). Throughout the last decade, he has developed a strong knowledge of housing and mortgage policy reform—including Fannie Mae and Freddie Mac reform—a topic on which he is a frequent speaker. Chris has also spoken on the impact of the Dodd-Frank Act on structured finance.
He is a lead counsel to the SFIG and outside counsel to a Washington, DC lobbying firm concentrating in financial services matters. Chris has testified before the US House Committee on Financial Services on the issues confronting the commercial real estate market, and frequently appears and provides commentary at industry forums on financial and regulatory matters. He has been recognized in the media as a leader in the field of capital markets and securitization.
Prior to entering private practice, he was on the staff of the New York State Housing Finance Agency, a prominent municipal issuer.
PNC Capital Markets
Mr. Tsacoumangos is an originator of structured financings for PNC's Financial Services ABF team.
Mr. Tsacoumangos joined PNC Financial Services in 2008. He has experience originating, structuring and documenting Auto securitizations and other asset classes. Mr. Tsacoumangos has additional experience leading large scale strategy projects, including the implementation of the Basel securitization requirements across PNC.
Mr. Tsacoumangos holds a B.B.A. from Ohio University and an M.B.A. with concentrations in finance and strategy from Vanderbilt University.
Larry is Capital Markets Managing Counsel and head of the Residential Mortgage Finance legal group for Wells Fargo & Company, and General Counsel for Wells Fargo Asset Securities Corporation. He is responsible for all legal matters involving Wells Fargo Bank’s residential mortgage securitization and asset sale activities, as well as Wells Fargo Securities’ residential mortgage finance activities. Larry has over 30 years of experience in capital markets both as an attorney and as an investment banker. He currently co-chairs the Residential Mortgage Committee for Structured Finance Industry Group. Previously, he was General Counsel for Prudential’s residential mortgage securitization companies; a senior investment banker with Goldman Sachs and Merrill Lynch’s structured finance groups, based in New York; and the chief securities attorney for Freddie Mac in Washington, D.C. He is a former member of the Board of Directors for the American Securitization Forum. Larry received a B.S. degree from Pennsylvania State University and a J.D. degree from American University Law School.
SOM-LOK LEUNG is the Executive Director of the International Association of Credit Portfolio Managers (IACPM). The IACPM is a non-profit industry association dedicated to advancing the practice of credit portfolio management through advocacy, research, education, communication and promotion of sound practice. The association has grown enormously in its 13 year history; its membership now comprises over 100 financial institutions around the globe. In his role, Som-lok oversees all aspects of the association, and reports to the IACPM Board of Directors.
Previously, Som-lok was a Senior Director in the Moody’s KMV Client Solutions group, working with a wide range of banks, insurance companies, and asset managers. Prior to joining MKMV, Som-lok accumulated over a dozen years of risk management experience, both in staff positions and as a management consultant. Som-lok has been Director of Risk Policy at Nomura Securities, responsible for covering both market and credit risk on the New York trading floor, and also Director of Credit Risk Control at the Union Bank of Switzerland in NY, responsible for both counterparty credit risk and risk measurement and management for the corporate loan portfolio. This followed a career as a management consultant at Oliver, Wyman & Co. that focused primarily on risk management. Som-lok graduated summa cum laude from Harvard University.
Vice President, Policy and Industry Analysis
Commercial Real Estate Finance Council
Christina Zausner is the Commercial Real Estate Finance Council’s (CREFC) Vice President of Policy and Industry Analysis, and leads the organization’s assessments of legislative and regulatory change. Since joining CREFC in 2013, Christina has participated in advocacy efforts related to Basel III, risk retention, Regulation AB II, and several accounting issues, often drafting and editing materials for submission to and participating in discussions with regulators. Ms. Zausner also represents CREFC on international working groups addressing capital and securitization issues. She speaks at industry events, has published several articles on commercial real estate trends and regulatory change, and provides media outreach.
Prior to joining CREFC, Christina spent ten years at the Federal Reserve Bank of New York (FRBNY) in the Bank Supervision division as an analyst and examiner. In her last role, she led the Private Equity team, but from 2002 forward, she primarily served in a crisis-management capacity. Throughout her time at the FRBNY, Christina focused mainly on structured products and complex trading strategies at largest banks. During her ten years at the FRBNY, Christina led multiple large-scale examinations, helped to develop the emerging Volcker data gathering and monitoring framework, participated in the first Fed-led stress test, and supported several interagency and international initiatives.
Christina also worked at Ernst & Young in the firm’s regulatory consulting group, where she covered national and international regulatory change, generally focusing on capital and liquidity standards. She started her career in Russia managing a small portfolio of equities for Leucadia International Corporation and supporting due diligence on several private equity targets.
Ms. Zausner has a B.A. from New York University in Slavic Studies and has completed the majority of the requirements for a Master of International Affairs at Columbia University’s School of International and Public Affairs.
Ms. Russo currently serves as Managing Director and Associate General Counsel in the Legal Department of JPMorgan Chase & Co., where she has worked since 1994. Ms. Russo is the manager of the Securitized Products Legal group, which provides legal coverage to the Securitized Products businesses within the J.P. Morgan Corporate and Investment Bank. In addition, she provides day-to-day legal coverage for the Commercial Mortgage-Backed Securities business group within Securitized Products.
Ms. Russo is active in the industry as a member of the following: the American Bar Association’s Securitization and Structured Finance Committee; the Commercial Real Estate Finance Council; the Securities Industry and Financial Markets Association; and the Structured Finance Industry Group.
Prior to JPMorgan Chase, Ms. Russo spent one year as a Vice President at BlackRock Financial Management L.P. and seven years as an Associate at the law firm of Skadden, Arps, Slate, Meagher & Flom, in each such position specializing in asset securitization and structured finance. Prior to that, Ms. Russo spent two years as an Associate at the law firm of Hawkins, Delafield and Wood. Ms. Russo graduated magna cum laude from Barnard College and received her law degree from Columbia University School of Law.
Richard Johns is the Executive Director for the Structured Finance Industry Group, a member-based trade industry advocacy group focused on improving and strengthening the broader structured finance and securitization market.
A longtime leader in the securitization industry, Mr. Johns, 45, has more than 16 years of experience, having previously served as Head of Global Funding and Liquidity at Ally Financial Inc. Earlier in his career Mr. Johns also had roles as Head of Global Capital Markets at Capital One Financial Corp and as a transaction lead at MBNA (now Bank of America). Throughout his career, Mr. Johns has issued securitized products across a variety of platforms, including; credit cards, auto (retail, lease and floorplan), RMBS, Agency, small business, and unsecured installment loan products. He has experience across both domestic and international issuance, including Canada, Latin America, Europe and China.
Mr. Johns is also a qualified Chartered Accountant within the U.K., having completed his training with Deloitte.
He is a graduate of the University of Manchester, UK with a bachelor's degree in Economics.
Stephen Kudenholdt is co-chair of Dentons’ US Capital Markets practice. He is also a member of Dentons’ US Board, as well as the Firm’s Global Advisory Committee.
Stephen is recommended by The Legal 500 US as "truly one of the more well-known lawyers in the mortgage space." His areas of practice include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS) and other asset-backed securities (ABS), primarily focusing on residential mortgage loan securitization as well as re-securitization transactions involving various classes of mortgage-backed securities. He represents issuers, underwriters, loan sellers and other entities in public offerings and private placements.
Ranked Band 1 by Chambers Global (2015) and Band 1 by Chambers USA (2015) for the sixth consecutive year, Stephen has been praised by clients as “really smart” and an “excellent lawyer with a lot of presence.” He has helped develop many transaction structures and formats that have become industry standards, including shifting interest subordination techniques. His recent transactional work includes representing both issuers and underwriters in the securitization of distressed assets by federal agencies, and also in the re-emerging private RMBS markets.
Stephen, who is described by Chambers USA as “one of the grandmasters of the industry,” is a member of the board of directors of the recently formed Structured Finance Industry Group (SFIG), and is actively involved in a number of SFIG committees and initiatives pertaining to residential mortgages and RMBS. He is also a frequent writer and public speaker on regulatory developments affecting securitizations.
Stephen has assisted clients with developing a variety of new products and structures, including an insured trade receivables program for US exports to Mexico, a collateralized bond obligation (CBO) transaction backed by MBS and ABS, techniques for using derivatives in structuring MBS and ABS, and synthetic risk transfer transactions involving consumer receivables. He also represented the Federal Deposit Insurance Corporation (FDIC) as receiver and guarantor in connection with the issuance of approximately US$1.8 billion of FDIC Structured Sale Guaranteed Notes, Series 2010-S1. It was one of four FDIC deals that collectively won the “US Securitization” category for 2010, as published by Credit magazine in its “Deals of the Year 2010” edition.
Stephen received his JD from the University of Michigan Law School, cum laude, and his BA from the University of Illinois.
Katherine W. Hsu is the Chief of the Office of Structured Finance in the Division of Corporation Finance of the Securities and Exchange Commission. Among other things, OSF reviews asset-backed securities disclosure documents and is also primarily responsible for drafting releases, answering questions, and providing interpretive advice related to asset-backed securities. As Office Chief, Ms. Hsu leads much of the Division’s efforts in the regulation of asset-backed securities. Ms. Hsu previously served as Senior Special Counsel in the Office of Rulemaking in the Division of Corporation Finance, helping to draft several Commission releases. She received her law degree from the University of California at Los Angeles School of Law and earned her B.A. from Yale University.
Kim Diamond is a Senior Managing Director and head of Structured Finance at Kroll Bond Rating Agency, Inc. Prior to joining Kroll, Kim was a Managing Director at Standard and Poor's responsible for the US Commercial Mortgage Ratings Business. In 2008 she became Business Leader for S&P's U.S. Mortgage Group which comprised new issuance and surveillance for both commercial and residential mortgage backed securities and Servicer Evaluations. She currently sits on the Board of Governors of the Commercial Real Estate Finance Council (CREFC) as an Executive Committee Appointee and has previously held positions as Membership Chair and Treasurer. Kim received a BA from Cornell University and an MBA from Columbia University.
Phil Capling, CPA, is a Director in the Asset Backed Finance group of Wells Fargo Securities. Mr. Capling is part of the Structured Solutions Group which provides capital markets solutions to financial services institutions. Prior to joining Wells Fargo Securities, Mr. Capling managed structured transactions for Wells Fargo’s Treasury group. Prior to joining Wells Fargo, Mr. Capling was with Ernst & Young’s assurance services group for 10 years. Mr. Capling is a CPA holder in North Carolina and received a BA from the University of North Carolina Charlotte in Accounting.