Structured finance, securitizations and CLOs

We develop innovative solutions to our clients’ most complex challenges and play a leading role in the development and implementation of the myriad regulations affecting the structured finance, securitization, and CLO markets.  

Structured finance and products  

Our lawyers advise on the full spectrum of structured finance transactions and products, including securitizations and CLOs, complex synthetic credit risk and significant risk transfer transactions, equity and illiquid asset financings, collateralized funding platforms, commodity structures, derivative securities, and repackagings.  

We advise banks, credit funds and investors on a wide variety of bespoke and flow repackaging, structured funding and credit risk mitigation transactions using the full range of structured finance techniques, including orphan SPVs, capital markets securities issuances, loans, derivatives, guarantees, and repos. 

Our broad product focus enables us to offer end-to-end solutions across the structured finance “toolkit” and makes us trusted advisers to a broad suite of issuers, arrangers, investors, trustees, and agents.  

Securitization 

Our market-leading team advise arrangers, originators (both traditional banks and new market entrants), investors (including asset managers, hedge funds, private equity funds, and corporates) and broader market participants. Our work has included many market firsts, including the first whole business securitizations in the UK and Germany, Greece’s first private sector securitization and the first auto loan securitization in the Middle East. 

We have extensive experience advising on complex structures ranging from “true sale” to forward flow, and whole business and corporate structured funding deals, including infrastructure and project bonds. 

We advise across a wide variety of consumer and corporate assets, including (among others) credit card and trade receivables, auto, consumer trade receivables, and buy-now-pay-later and SME loans.  

RMBS, CMBS, covered bonds and mortgage servicing rights 

Our team has a long track record of advising on residential and commercial mortgage-backed securitizations, both in the U.S., U.K., and Europe. Our experience includes non-performing and re-performing loans, agency and non-agency CMBS, and mortgage servicing rights. We created the first mortgage master trust structures and, prior to the introduction of legislation, developed the U.K.’s first covered bonds. We represent all U.K. covered bond programs as well as those across the EU, Canada, Australia, Singapore and Korea. 

CLOs 

Our global CLO lawyers are some of the most experienced, versatile and sought-after in the market, and have a history of developing cutting-edge solutions for clients and the wider market. As leaders in the field, we help to drive regulatory change and market evolution, including through industry representation and thought leadership. 

Synthetic securitization and capital relief 

We are at the forefront of the booming credit risk transfer/significant risk transfer market. We combine deep regulatory insight with a practical approach, and have advised an unparalleled range of originators, investors, arrangers and supranational institutions across asset classes, industries, and geographies.  

Regulatory/tax  

Our team has extensive expertise of the regulatory and tax implications of structured finance and securitization deals across the U.S., U.K., EU, and beyond. 

We have been leading the charge on the adoption and interpretation of the securitization regulation regimes, working closely with market participants to develop an approach to compliance that is both pragmatic and robust.  

We lead industry discussions and “hold the pen” for AFME, CREFC Europe and IACPM in relation to the U.K. and EU Securitization Regulation reforms. This expertise informs our advice to clients, particularly those grappling with the intricacies of cross-border transactions.  

ContractMatrix - Digitalization of legal documentation flows for structured products 

Through A&O Shearman’s ContractMatrix technology, we have developed a robust capability to digitalize the legal documentation process across a diverse range of structured finance transactions.  

ContractMatrix enables the efficient drafting, negotiation, management and execution of high-volume legal documentation, such as flow repackaging. This enhances the efficiency, accuracy, and security of the legal documentation process for our structured product specialisms.