Practice/Industry Group Overview
"The attorneys at Cadwalader have really mastered the art of securitization" - Chambers USA
Since 1985, Cadwalader has facilitated the issuance of billions of dollars of asset-backed securities. This practice, which has grown beyond traditional asset classes, now encompasses the entire range of emerging and niche asset classes, including: 12b-1 fees; airplane loans; annuity contracts; cell phone towers commercial loans; dealer notes and floor plan financing; equipment and automobile leases; franchise receivables; government receivables; insurance-related assets; manufactured housing; music and publishing royalties; pharmacy and health care receivables; solar assets; student loans; tax liens; taxi medallions; and trade receivables.
With unparalleled experience in securitization, garnered from participation in an exceptional number of transactions and industry leadership, Cadwalader attorneys have not only the legal expertise and judgment required for complex securitization matters but the sophisticated business perspective necessary in today's constantly evolving economic environment. In recognition of Cadwalader's level of experience in capital markets financings, the firm is consistently ranked by independent commentators and in league tables as one of the top securitization and structured finance law firms in the nation.
Whether in their capacities as issuers, underwriters or in other roles, banks, insurance companies and other financial institutions call upon Cadwalader to help them develop new products and structure and to devise cross-border structures in Europe, Asia and Latin America. Similarly, leading industry reporters and commentators - including those from Asset Backed Alert, Commercial Mortgage Alert, The Daily Deal, Derivatives Week, the Financial Times, Global Finance, International Securitisation Report, Securitization News, and others - seek the insight and perspective of our lawyers on complex legal issues.
Securitization requires the close cooperation of attorneys of numerous disciplines. Cadwalader's securitization team integrates attorneys from other disciplines to advise clients concerning the issues that arise in the course of securitization transactions, including those with expertise in real estate, corporate, securities and commodities regulation, bankruptcy, tax, banking, pension plan regulation, and ERISA to name a few.
Articles Authored by Lawyers at this office:
Clarifying Amendments to the Nonprofit Revitalization Act Signed Into Law
Christina T. Holder,Pamela Landman,Paul W. Mourning, January 04, 2016
On December 11, 2015, Governor Cuomo signed into law Chapter 555 of the Laws of New York of 2015 (Assemb. Bill 8118-B/Sen. Bill 5868-A) making certain “clarifying amendments,”1 effective immediately,2 to provisions of the New York Not-for-Profit Corporation Law (“NPCL”),...
2016 Proxy Season - Quick Reference Guide
Christopher T. Cox,William P. Mills,Gillian Emmett Moldowan,Shane J. Stroud, December 30, 2015
The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and discusses expected future changes in disclosure rules that public companies...
CFTC Adopts Margin Requirements for Uncleared Swaps
Patrick A. Calves,Nihal S. Patel,Jeffrey L. Robins,Michael Sean Selig, December 30, 2015
Yesterday, the Commodity Futures Trading Commission (“CFTC”) held an open meeting at which it voted to adopt final rules (the “CFTC Margin Rules”)1 governing margin requirements for uncleared swaps (“Swaps”) entered into by swap dealers and major swap...
Contractual Recognition of Bail-In - Are You Ready?
Assia Damianova,Nick Shiren, December 29, 2015
The aim of the EU Bank Recovery and Resolution Directive (the “BRRD”)1 is to establish a framework for the recovery and resolution of EU credit institutions and significant investment firms and to equip EU national authorities with harmonised powers and tools to tackle financial crises...
M&A Update: Delaware Supreme Court Upholds Rural Metro Decision, but Financial Advisors Can Breathe a Sigh of Relief
Joshua Apfelroth,Lindsey Kister,William P. Mills,Martin L. Seidel, December 29, 2015
In a November 30, 2015 decision, the Delaware Supreme Court upheld the Delaware Chancery Court’s $76 million damages award against RBC Capital in In re Rural/Metro Corp. S’holders Litig. The ruling, however, notably rejected the trial court’s characterization of financial advisors...
The “State of Play” of the European Financial Transaction Tax: European Council Meeting, 8 December 2015
Adam Blakemore,Catherine Richardson, December 29, 2015
On 3 December 2015 the Luxembourg President of the Council of the European Union released a “state of play” announcement on the progress made during the course of this year by the ten European Union participating member states (Austria, Belgium, France, Germany, Greece, Italy, Portugal,...
CFTC / CME Settle Misappropriation Case
Scott A. Cammarn,Douglas J. Donahue,Athena Yvonne Eastwood,Doron F. Ezickson,Steven Lofchie, December 28, 2015
On December 2, 2015, the U.S. Commodity Futures Trading Commission (“CFTC” or “Commission”) and the New York Mercantile Exchange (“NYMEX”) simultaneously announced settlements with Arya Motazedi, a gasoline trader, including for claims of insider trading under...
The End of the Implied Certification Theory?: The U.S. Supreme Court Grants Certiorari in Case That Could Substantially Limit the False Claims Act
Jonathan Bailyn,Keith M. Gerver,Adam S. Lurie,Brian T. McGovern,Anne M. Tompkins, December 28, 2015
On December 4, 2015, the United States Supreme Court granted certiorari in Universal Health Services, Inc. v. United States ex rel. Escobar. In Universal Health Services, Inc., the Supreme Court will decide the legal validity of the “implied certification” theory of False Claims Act...
CFTC Extends No-Action Relief for Swaps Executed as Part of Certain Package Transactions
Athena Yvonne Eastwood,Andrew M. Greenberg,Neal E. Kumar,Michael Selig, December 07, 2015
On October 14, 2015, the Division of Market Oversight (“DMO”) for the U.S. Commodity Futures Trading Commission (“CFTC”) issued an additional extension of no-action relief for swaps executed as part of “package” transactions.1 This relief provides additional time...
UK Autumn Statement 2015 - Key Tax Measures
Adam Blakemore,Catherine Richardson, November 30, 2015
The Chancellor of the Exchequer delivered his budgetary Autumn Statement on 25 November 2015. In this Client and Friends Alert we have outlined the key tax measures that we expect to be of interest to Cadwalader’s clients and friends. Following the two UK Budgets held in March and September...
Albany County Supreme Court Upholds $199,000 “Hard Cap” on State Funded Executive Compensation, While Striking “Soft Cap” on Funding From All Sources
Christina T. Holder,Pamela Landman,Brian T. McGovern, November 30, 2015
On November 13, 2015, the New York State Supreme Court, Albany County issued a decision in LeadingAge et al. v. Shah,1 upholding in part and invalidating in part regulations issued by the Department of Health to implement Executive Order 38, limiting executive compensation and administrative...
CFTC Releases Swap Dealer De Minimis Report
Sohair A. Aguirre,Athena Yvonne Eastwood,Jonathan H. Flynn,Andrew M. Greenberg,Neal E. Kumar, November 30, 2015
CFTC Staff’s Preliminary Report on whether to modify the swap dealer de minimis threshold highlights the difficulty in identifying swap dealing activity and problems with swap data reporting
CFTC Unanimously Approves Notice of Proposed Rulemaking on Regulation of Automated Trading
Isabelle S. Corbett,Athena Yvonne Eastwood,Neal E. Kumar,Jorge Pesok,Michael Selig, November 30, 2015
On November 24, 2015, the Commodity Futures Trading Commission (“CFTC” or “Commission”) held an open meeting to propose the regulation of automated trading (“Regulation AT”). According to the CFTC, the purpose of Regulation AT is to minimize the potential for...
ISS Accepting Company-Selected Peer Group Submissions, including, for the first time, companies in the Russell MicroCap Index
Christopher T. Cox,William P. Mills,Gillian Emmett Moldowan, November 30, 2015
Companies in the Russell 3000 and Russell MicroCap Index with annual meetings scheduled between February 1, 2016 and September 15, 2016 may submit updates to their self-selected compensation benchmarking peer groups from 9:00 AM EST on Tuesday, November 24, 2015 through 8:00 PM EST on Friday,...
Treasury Announces Second Anti-Inversion Notice
Christopher T. Cox,Richard M. Nugent,Linda Z. Swartz,Edward S. Wei, November 30, 2015
On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S. companies to invert. The Notice, which includes rules...
M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, November 05, 2015
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted...
Prudential Regulators Release Final Margin Rules for Swaps
Steven Lofchie,Nihal S. Patel,Jeffrey L. Robins, October 29, 2015
On October 22, 2015, the Federal Deposit Insurance Corporation held an open meeting at which it voted to adopt: (i) final rules governing margin and capital requirements for uncleared swaps1 and (ii) an interim final rule to implement statutory amendments excluding certain entities from the...
UK Financial Conduct Authority Issues Final Rules Concerning Whistleblowers
Bret A. Campbell,Joseph V. Moreno,Katherine Preston,Kenneth L. Wainstein, October 23, 2015
On October 6, 2015, the UK Financial Conduct Authority (“FCA”) issued final rules formalizing whistleblower procedures to be implemented by certain banks, building societies, credit unions, investment firms, and insurance and reinsurance companies.1 While the FCA’s final rules do...
Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review of Merger
Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, October 16, 2015
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the disinterested stockholders, the standard for reviewing the board’s conduct...
Securitisation: Keeping it Simple?
Bruce C. Bloomingdale,Robert Cannon,Merryn Craske,Stephen Day,Angus Duncan, October 13, 2015
On 30 September 2015, the European Commission (the “Commission”) published a proposal for a regulation (the “Proposed Regulation”)1 intended to harmonise existing EU laws applying to securitisations (including proposed changes to the EU risk retention rules) and to create a...
Hong Kong Competition Commission Consults on Draft Cartel Leniency Policy
Simon H. Berry,Alec J. Burnside,Viola Jing,Michael Liu,Jane Ng, October 08, 2015
On September 23, 2015, the Hong Kong Competition Commission (the Commission) released a draft leniency policy for undertakings engaged in cartel conduct (the Policy) for public consultation. Feedback is invited by the deadline of October 23, 2015.1
Delaware Court Leaves Ousted Executive on His Own for Legal Fees
Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, September 23, 2015
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents and Delaware law entitled him to advancement. The opinion underscores the...
New DOJ Policy Regarding Individual Accountability for Corporate Wrongdoing
Jodi L. Avergun,Raymond Banoun,Bret A. Campbell,Peter B. Clark,Adam S. Lurie, September 14, 2015
On September 9, 2015, the U.S. Department of Justice announced a new policy regarding individual accountability for corporate misconduct. The policy, described in a memo authored by Deputy Attorney General Sally Yates1, posits that “one of the most effective ways to combat corporate...
Second Circuit Denies Midland’s Request For Rehearing On Its Decision That
Upended Longstanding Principles of Lending Law
Nathan Bull,Scott A. Cammarn, August 26, 2015
On August 12, 2015, the United States Court of Appeals for the Second Circuit denied Midland Funding, LLC and Midland Credit Management (collectively, “Midland”)’s petition for panel rehearing, or, in the alternative, rehearing en banc, of the Second Circuit’s recent...
D.C. Circuit Upholds Attorney-Client Privilege Again in In re Kellogg Brown & Root, Inc.
Jodi L. Avergun,Bret A. Campbell,Adam S. Lurie,Katherine Preston, August 19, 2015
On August 11, 2015, the U.S. Court of Appeals for the D.C. Circuit granted a petition by Kellogg Brown & Root, Inc. (“KBR”) for a writ of mandamus in order to protect KBR’s assertion of attorney-client privilege over its prior internal investigation of alleged violations of...
Initial Decision Finds that BP Manipulated 2008 Natural Gas Market in Texas
Sohair A. Aguirre,Doron F. Ezickson,Paul J. Pantano,Mary Treanor, August 19, 2015
On August 13, 2015, a Federal Energy Regulatory Commission (“FERC” or “Commission”) Administrative Law Judge (“ALJ”) issued an initial decision in which she found that BP America Inc. et al. (“BP”) manipulated the natural gas market in Texas for over...
Pharmaceutical Manufacturer's Preemptive Suit Secures Preliminary First Amendment Protection for Script to Promote Off-Label Use
Aaron Buchman,Bret A. Campbell,Adam S. Lurie,Brian T. McGovern,Martin L. Seidel, August 19, 2015
On August 7, 2015, the U.S. District Court for the Southern District of New York invoked the First Amendment, granting Amarin Pharma, Inc. (Amarin) preliminary protection against federal criminal prosecution for misbranding and allowing Amarin to promote its drug, Vascepa, for off-label use through...
In Closely Watched Case, Federal Court Upholds the Government’s Position on Provider Mandate to Report and Return Medicare and Medicaid Overpayments in 60 Days
Jared Facher,Brian T. McGovern, August 11, 2015
The Patient Protection and Affordable Care Act (“PPACA”), signed into law on March 23, 2010, included a provision (the “Report and Refund Mandate”), broadly requiring health care providers, suppliers, Part D plans and managed care organizations that were overpaid by the...
SDNY Transfers Delaware Trust Company v. Wilmington Trust N.A. Intercreditor Dispute to Delaware Bankruptcy Court, Reaffirming Broad View of Bankruptcy Jurisdiction
Thomas J. Curtin,Mark C. Ellenberg,Ellen Halstead,Howard R. Hawkins,Ivan Loncar, August 11, 2015
On July 23, 2015, in an action arising from the huge TCEH chapter 11 bankruptcy, Judge Paul A. Engelmayer of the U.S. District Court for the Southern District of New York issued an opinion in Delaware Trust Company v. Wilmington Trust N.A. denying plaintiff’s motion to remand the case back...
Illinois Court Strikes Down Chicago Pension Reforms, Deepening City's Financial Crisis
Ingrid Bagby,Thomas J. Curtin,Mark C. Ellenberg,Daniel Gwen,Ellen Halstead, August 10, 2015
On July 24, 2015, Judge Rita M. Novak of the Circuit Court of Cook County, Illinois struck down recently enacted legislation designed to shore up two of the City of Chicago’s severely underfunded pension plans by, among other things, reducing benefits.1 Judge Novak viewed as controlling a...
Supreme Court Rejects EPA Mercury Emissions Rule
Athena Yvonne Eastwood,Douglas H. Fischer, July 23, 2015
On June 29, 2015, the Supreme Court cast serious doubt upon the future of the Mercury and Air Toxics Standards (“MATS”) by finding that the Environmental Protection Agency (“EPA”) failed to adequately consider the costs of the rule as part of its initial decision to issue...
Investing in the United States: CFIUS Concerns for Chinese Investors
Keith M. Gerver,Viola Jing,Michael Liu,Jane Ng, July 15, 2015
Michael Liu, Jane Ng, Viola Jing and Keith Gerver have authored a Clients & Friends Memo to discuss the latest trends in reviews conducted by the Committee on Foreign Investment in the United States (CFIUS) for Chinese investors contemplating possible investments in U.S. assets. The Memo...
Remit: The Road to Enforcement
Doron F. Ezickson,Adam Topping, July 14, 2015
Following a number of recent developments, described below, the rules and regulations enacted under the European Union (EU) Regulation on Wholesale Energy Markets Integrity and Transparency (REMIT) are now close to being fully-implemented. Market participants must ensure they are now prepared for...
Supreme Court Upholds Premium Subsidies in 34 States with Federally-Facilitated Marketplaces
Christina T. Holder,Pamela Landman,Stephanie Marcantonio,Paul W. Mourning, June 26, 2015
Today the U.S. Supreme Court handed down its much anticipated decision in King v. Burwell, a case challenging the legality of Federal subsidies provided to individuals in the 34 States that did not establish State-based American Health Benefit Exchanges (“State Exchanges”), and instead...
Second Circuit Holds Application of State Usury Laws to Third-Party Debt Purchasers Not Preempted by National Bank Act
Nathan Bull,Scott A. Cammarn,Michael S. Gambro,Stuart N. Goldstein,Jordan M. Schwartz, June 23, 2015
On May 22, 2015, in Madden v. Midland Funding, LLC1 (“Madden”), the United States Court of Appeals for the Second Circuit held that the application of state usury laws to third-party assignees is not preempted by the National Bank Act (the “NBA”) but rather such assignees...
Such A Fact Pattern Does Not A $5 Million Penalty Make.
Doron F. Ezickson,Thomas Reid Millar,Katherine Vorhis, June 18, 2015
Or so says one dissenting FERC Commissioner in the recent Maxim Power enforcement proceeding.1 On May 1, 2015, FERC issued an order assessing civil penalties (the “Order”) of $5 million against Maxim Power Corporation and its named subsidiaries (“Maxim”),2 as well as $50,000...
Tariff Compliance Is Not Enough: FERC Imposes Nearly Thirty-Five Million Dollars in Penalties and Disgorgement against Powhatan Energy Fund and Its Trading Associates
Doron F. Ezickson,Thomas Reid Millar,Mary Treanor, June 18, 2015
On May 29, 2015, the Federal Energy Regulatory Commission (“FERC”) issued an Order against Powhatan Energy Fund, LLC and its trading partners, Dr. Houlihan Chen, HEEP Fund, LLC and CU Fund, Inc. (together, “Powhatan”). FERC imposed civil monetary penalties of more than $29...
A Looming Crisis: Illinois Supreme Court Strikes Down Statute Reducing Benefits
Ingrid Bagby,Thomas J. Curtin,Mark C. Ellenberg,Daniel Gwen,Ellen Halstead, June 16, 2015
On May 8, 2015, the Supreme Court of the State of Illinois struck down recently enacted state public pension reform legislation on the grounds that the legislation violated the “pension protection clause” of the Illinois constitution. The legislation had sought to reduce...
IRS Mulls Change to Spinoff Rules
William P. Mills,Richard M. Nugent,Linda Z. Swartz, June 10, 2015
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum percentage of the companies’ assets. The official noted that the...
Final Regulations on Section 162(m) Deduction Limit Exceptions
Shane J. Stroud,Linda Z. Swartz, May 06, 2015
New final regulations (the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to the $1 million limit on deductible...
Supreme Court’s Holding in Oneok v. Learjet Could Lead to New Risks for Market Participants
Joseph J. Bial,Daniel J. Howley,Gregory K. Lawrence,Thomas Reid Millar,Natalie Mitchell, May 06, 2015
On April 21, 2015, the Supreme Court decided Oneok v. Learjet,1 holding that “Respondents’ state-law antitrust claims are not within the field of matters pre-empted by the Natural Gas Act”2 even though the claimed violations “affected . . . federally regulated wholesale...