Find Lawyers in Toronto, Ontario for Structured Finance Law
Practice Area Overview
Assets commonly securitized in the Canadian market include personal and commercial loans, credit card and credit line receivables, residential and commercial mortgages (RMBS and CMBS), automobile and equipment loans and leases, and trade receivables. Most rated transactions are funded by multi-seller conduits sponsored by Canadian banks that issue short-term commercial paper backed by liquidity facilities to provide for payment of the commercial paper if it matures before the assets are collected and the conduit is unable to issue new commercial paper. A smaller component of the rated securitization market is funded with amortizing or bullet pay term debt, issued in private placements or occasionally under prospectus. A significant market also exists for private transactions where a single investor or small number of investors commits to buy all of the SPE’s debt. Mismatches between the currency, interest rate, and tenor of the debt and the currency, interest rate, and tenor of the underlying assets is often addressed by swap transactions with market swap providers.
Structured finance lawyers are typically specialists but draw on many other legal disciplines, such as tax, securities, secured lending and real estate, consumer protection, privacy, and bankruptcy. Legal structures can range from simple “true sales” to more complicated derivative and synthetic structures, although the latter have been less common in the wake of the financial crisis of 2007 and 2008. SPEs can take the form of trusts, corporations, ULCs, and partnerships, provided that they acquire the assets in a true sale (which would not be challengeable in a bankruptcy of the seller) and provided they would not be ‘substantively consolidated’ with the seller in an insolvency. Most structured finance transactions involve lengthy reasoned legal opinions to address the degree to which these risks are present in the structure. Clients in structured finance transactions include sellers, SPEs, bank sponsors, underwriters, investors, third party asset servicers and other service providers, rating agencies, swap counterparties, and credit enhancement providers.
Douglas Klaassen is a partner in the Real Estate Group of the Toronto office. His practice focuses on commercial real property and leasing, commercial mortgage lending, securitization, structured finance, and private equity funds. Doug acts for commercial property owners, landlords, commercial and residential mortgage lenders, aggregators, servicers, CMBS and ABS issuers, investors, underwriters, and rating agencies based in Canada and the United States.
Jason Kroft is a partner in Toronto office of Miller Thomson. Jason is co-leader of our National Structured Finance and Securitization practice and is co-chair of our ESG and Carbon Finance group. Jason is also an active member of the National Financial Services Practice and the Corporate, M&A and Capital Markets groups. Jason’s practice covers a broad range of advisory and transactional matters in the corporate-commercial law area, with a focus on corporate and specialty finance ma...
Mark McElheran is a partner in the Financial Products & Services, Capital Markets and Securities Groups. His broad corporate finance practice includes public and private securitization, structured finance, banking, secured financing and derivative products transactions. He represents a broad range of market participants, including domestic and foreign banks, investment dealers, issuers and investors. Mark has been recognized in a number of legal publications in several practice areas incl...
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