In today’s transactional world, and in light of changes in U.S. and international accounting, tax and regulatory frameworks (including the new rules and regulation promulgated pursuant to the Dodd-Frank Act), the ability to effectively counsel clients involved in the structured finance and securitization markets requires attorneys with a full understanding of the evolving regulatory schemes that affect these markets. We are at the forefront of such issues on behalf of our clients and active in several industry-wide advocacy efforts. Whether the issues are driven by securities regulatory concerns, accounting questions or tax matters, we have the expertise and knowledge base to help our clients carefully navigate these difficult waters.
- SEC Regulation AB – Assist clients in complying with the disclosure and reporting requirements of federal securities laws and regulations, including Regulation AB and the new rules and regulations promulgated pursuant to the Dodd-Frank Act (e.g., Rules 17g-5, 17g-7 and 15GA-1). Assist clients in establishing best practices for ongoing compliance as originators, trustees and servicers, as well as work with external auditors to prepare the annual accountants’ attestations required by Regulation AB.
- FAS 166 and FAS 167 – Assist clients in analyzing and structuring transactions and investments to achieve legal sale treatment and to address expected financial statement consolidation treatment and the increasingly common application of International Financial Reporting Standards (IFRS).
- U.S. Tax Planning and Compliance of Securitization Programs – Provide choice of entity and instrument characterization U.S. tax planning advice to U.S. and foreign sponsors and issuers based on the type of assets being securitized, and the anticipated mix of foreign, domestic or tax-exempt investors (e.g., U.S. Foreign Account Tax Compliance Act (FATCA)); advise and provide opinions to CMBS, RMBS, ABS and CDO trustees, servicers and collateral managers on U.S. tax issues arising in connection with the management and servicing of securitized performing and non-performing assets, as well as the characterization of various derivatives and other financial instruments.