Best Structured Finance Lawyers in Florida

About Structured Finance Law in Florida, Argentina

Structured finance covers legal and commercial arrangements that transform cash flows and assets into tradable securities or reallocated risk - for example securitization, asset-backed financing, collateralized structures and special purpose vehicles. In Argentina, the most common technique is the use of fideicomisos financieros - trust-like vehicles used to isolate assets and issue securities to investors. If you are dealing with structured finance in Florida, Argentina - whether you are a borrower, investor, issuer or service provider - you will be working at the intersection of corporate, securities, tax, banking and insolvency rules administered at national and local levels.

Why You May Need a Lawyer

- Structuring and documentation: Lawyers draft and negotiate trust agreements - fiduciary contracts - SPV formation documents, prospectuses and offering materials, collateral and intercreditor agreements, payment waterfall clauses, and service and administration contracts.

- Regulatory compliance: Counsel helps navigate rules from the Central Bank of Argentina - Banco Central - and the National Securities Commission - Comisión Nacional de Valores - as well as tax and exchange control requirements.

- Due diligence and risk allocation: Lawyers perform legal due diligence on assets, enforceability of collateral, title, perfection and regulatory limits and help allocate and mitigate credit, liquidity and operational risks.

- Tax planning: Structured transactions often have complex VAT, income tax and stamp tax implications. Legal advice is needed to design tax-efficient and compliant structures.

- Cross-border issues: International investors and foreign currency flows trigger additional documentation, registration and approvals. Counsel with cross-border experience is critical.

- Enforcement and workout: If underlying assets deteriorate, or an issuer is insolvent, lawyers advise on enforcement, creditor rights, restructuring and bankruptcy procedures under Argentine insolvency law.

Local Laws Overview

- Fideicomisos and SPVs - The fiduciary trust model (fideicomiso financiero) is widely used to isolate assets and issue securities. Trusts are governed by Argentina s Civil and Commercial Code and regulated in their financial aspects by the CNV when securities are offered and by other authorities when banks or financial institutions are involved.

- Securities regulation - The Comisión Nacional de Valores regulates public offerings and market conduct for securities issued against pooled assets. Documentation, disclosure and registration requirements depend on whether the issuance is public or private.

- Banking and financial regulation - Banco Central issues rules for banks and financial entities, including prudential requirements, limits on exposures, foreign currency operations and reporting obligations. If a bank participates as arranger or originator, additional rules apply.

- Taxation and stamp duties - Tax treatment can determine the economic viability of a structured deal. Income tax, value-added tax, withholding obligations and provincial stamp taxes require careful analysis. Tax rulings or advance consultations may be possible in some cases.

- Exchange control and foreign currency rules - Argentina frequently applies currency controls and restrictions on capital movements. These rules affect interest and principal payments, cross-border guarantees and repatriation of proceeds - structuring must anticipate compliance and potential delays.

- Insolvency and creditor rights - Argentina s insolvency regime - Ley de Concursos y Quiebras - sets rules for creditor claims, stays, hierarchical ranking and reorganization procedures. Structured financings must consider priority, collateral perfection and the effect of issuer insolvency on holders.

- Consumer and credit laws - If receivables originate from consumer contracts, consumer protection and usury rules may apply, affecting assignment and enforceability of underlying assets.

Frequently Asked Questions

What is a fideicomiso and why is it used in structured finance?

A fideicomiso is a fiduciary trust arrangement where assets are transferred to a fiduciary for the benefit of beneficiaries. In structured finance it is used to isolate assets from the originator s balance sheet, create a bankruptcy-remote vehicle and enable issuance of securities backed by those assets.

Do I need registration or approval to issue asset-backed securities?

It depends on whether the issuance is public or private. Public offerings generally require registration and disclosure with the Comisión Nacional de Valores. Private placements are subject to different rules and may involve fewer disclosure obligations, but regulatory filing and compliance steps can still apply.

How are taxes handled in a securitization in Argentina?

Tax consequences vary by transaction type and asset pool. Income tax, VAT, withholding taxes on interest, and provincial stamp duties can apply. Tax treatment also depends on whether investors are domestic or foreign. You should obtain tax analysis early and consider whether tax rulings or structuring alternatives are appropriate.

Can foreign investors participate and receive payments in foreign currency?

Foreign participation is common, but currency controls and Central Bank rules may affect how and when payments can be remitted. Structuring may require escrow arrangements, local currency hedges or specific approvals. Legal counsel helps manage compliance and documentation for foreign investors.

What is the role of an SPV and how is it formed locally?

An SPV - special purpose vehicle - isolates assets and liabilities from the originator. In Argentina, an SPV can be a trust or a legal entity such as a corporation created under local corporate law. Formation requires appropriate governance, capital structure and documentation to achieve bankruptcy-remote status.

How do I ensure the receivables or assets are legally assignable?

Legal due diligence reviews contracts for assignability clauses, consent requirements, notification to debtors, priority of encumbrances and any statutory restrictions. For consumer receivables, consumer protection laws may impose additional limits. Successful transfers require careful drafting and compliance with formalities.

What happens if the originator becomes insolvent?

Well-structured deals isolate assets in an SPV or trust so they are not part of the originator s bankruptcy estate. However, inadequate isolation, improper transfers, or fraudulent conveyance risks can allow creditors to challenge the structure. Legal advice is essential to design enforceable isolation mechanisms.

How are investor protections and payment waterfalls typically structured?

Investor protections are implemented through priority of payments - a waterfall - covenants, reserve accounts, overcollateralization, and triggers for early amortization or acceleration. Intercreditor agreements define rights among different classes of investors. Counsel drafts and negotiates these features to reflect risk allocation.

What regulatory bodies should I expect to interact with?

Key regulators include the Banco Central de la República Argentina for banking and foreign currency matters, the Comisión Nacional de Valores for securities and public offerings, AFIP for tax matters, and judicial or registry offices for corporate and property filings. Local municipal or provincial authorities can matter for specific taxes or registrations.

How much will legal services for a structured finance transaction cost and how long will it take?

Costs and timelines vary widely by deal complexity, number of jurisdictions, regulatory steps and negotiation needs. Simple private securitizations may be completed in weeks, while public offerings and cross-border financings can take months. Initial consultations and fixed-fee scoping are common to estimate costs and milestones.

Additional Resources

- Banco Central de la República Argentina - for banking, prudential and foreign exchange rules.

- Comisión Nacional de Valores - for securities regulation and public offering requirements.

- Administración Federal de Ingresos Públicos - AFIP - for tax guidance and obligations.

- National and provincial courts and registries - for corporate registrations, property records and enforcement steps.

- Ministry of Economy and relevant provincial ministries - for national and local financial policy and regulatory frameworks.

- Local bar associations and law society directories - for referrals to lawyers specialized in banking, securities, tax and insolvency law in Argentina and in the local area of Florida.

- Industry associations - such as capital markets, banking or fintech associations - for market practice and educational materials.

Next Steps

- Identify your objective - Clarify whether you are issuing securities, investing, originating receivables, providing services, or seeking enforcement. The legal approach depends on the commercial goal.

- Gather key documents - Assemble asset contracts, corporate records, prior audits, tax filings and any regulatory correspondence. Early documentation speeds up due diligence and pricing.

- Seek a specialized lawyer - Engage counsel with experience in structured finance, securitization, tax and cross-border work. Ask for examples of similar transactions and client references.

- Request an engagement scope and fee estimate - Ask for a written engagement letter that specifies the scope, timeline, deliverables and fee structure - fixed fee, hourly, or phased milestones.

- Plan for regulatory and tax interaction - Work with counsel to prepare required filings, disclosures, and any necessary consultations with regulators or tax authorities well ahead of planned issuance or closing dates.

- Prepare for ongoing compliance - Structured finance transactions typically require continuing reporting, trustee or servicer obligations, and tax compliance. Build a compliance calendar and assign responsibilities up front.

If you need legal assistance, schedule an initial consultation with a qualified attorney to review your facts and receive tailored advice. Structured finance involves many interlocking legal areas - early legal involvement reduces risk and improves the chances of a successful transaction.