Best Structured Finance Lawyers in Irvine

About Structured Finance Law in Irvine, United States

Structured finance covers financial transactions that pool assets and create new securities backed by those assets. Common examples include asset-backed securities - ABS, mortgage-backed securities - MBS, commercial mortgage-backed securities - CMBS, collateralized loan obligations - CLOs, and other securitizations. In Irvine, California, structured finance activity typically follows federal securities and banking laws together with California state law. Parties in Irvine often deal with entity formation and governance under California law, local recording and filing requirements in Orange County, and federal requirements enforced by agencies such as the Securities and Exchange Commission and the Department of Financial Protection and Innovation - DFPI. Legal work in this field blends contract drafting, regulatory compliance, tax planning, and litigation avoidance or defense.

Why You May Need a Lawyer

Structured finance transactions are legally and technically complex. You may need a lawyer if you are:

- Originating or selling loans or receivables for pooling and securitization.

- Forming special purpose vehicles - SPVs or trusts - to hold assets and issue securities.

- Preparing or reviewing transfer and pooling agreements, servicing agreements, indentures, offering documents, private placement memoranda, or prospectuses.

- Seeking legal opinions such as true sale, bankruptcy-remote, or enforceability opinions.

- Navigating securities law issues, including registration exemptions like Regulation D or Rule 144A, and ongoing reporting obligations.

- Structuring tax-efficient vehicles and evaluating REMIC or other tax treatments.

- Implementing credit enhancements, guarantees, letters of credit, or derivative hedges and negotiating ISDA or similar agreements.

- Conducting due diligence on collateral quality, title, and perfection of security interests under the Uniform Commercial Code - UCC.

- Handling regulatory examinations, enforcement matters, or litigation involving investors, trustees, servicers, or counterparties.

Local Laws Overview

Structured finance in Irvine must comply with a mix of federal and California laws and local administrative practices. Key legal aspects to consider include:

- Federal securities laws - Securities Act of 1933 and Securities Exchange Act of 1934 - govern offers and sales of securitized instruments, disclosure duties, and registration requirements, unless a valid exemption applies.

- Dodd-Frank Act provisions and related SEC rules affect market conduct, disclosure standards, and swaps regulation for derivative components of structured transactions.

- Bankruptcy law - the U.S. Bankruptcy Code - plays a central role in determining whether transfers to an SPV constitute a true sale and whether assets are bankruptcy-remote.

- Tax rules - including REMIC rules for mortgage pools and federal tax code provisions affecting classification and tax treatment of SPVs and pass-through vehicles.

- California-specific rules - entity formation is governed by the California Corporations Code and other state statutes; securities-related state registration and regulation are administered by the Department of Financial Protection and Innovation - DFPI. California consumer protection laws and state lending laws are especially important when underlying collateral includes consumer loans or residential mortgages.

- UCC and secured transactions - Article 9 of the UCC, as adopted in California, governs perfection and priority of security interests in receivables and other assets.

- Local recording and real property rules - for mortgage-backed structures, recording of assignments and liens in Orange County Recorder and adherence to local documentary transfer tax and recording fee requirements matter.

Frequently Asked Questions

What exactly is structured finance and how is it different from regular lending?

Structured finance packages assets into pools and issues securities backed by those assets. Unlike a single loan from a bank, structured finance divides cash flows among different classes of securities with varied risk and return profiles. The goal is often to transfer risk, access capital markets, and achieve cost-efficient funding.

When should I consult a structured finance lawyer in Irvine?

Consult a lawyer early if you plan to form an SPV, sell or pool assets, prepare offering documents, rely on a securities exemption, need tax or bankruptcy opinions, or expect regulatory review. Early legal involvement reduces deal risk and can shape transaction structure to meet legal and tax requirements.

What is a true sale opinion and why does it matter?

A true sale opinion is a lawyer opinion that transfers of assets to an SPV constitute an actual sale rather than a secured financing. It matters because if a transfer is not a true sale, the seller could face bankruptcy clawback risk, which can jeopardize the securitization and investor protections.

How do California laws affect securitization transactions?

California law governs entity formation, state securities registration or exemptions, and certain consumer protections. For transactions involving California-originated loans or residents, state lending and privacy laws, recording requirements in Orange County, and DFPI enforcement authority can be particularly relevant.

What tax issues should I consider for a securitization in Irvine?

Tax considerations include whether the vehicle qualifies as a REMIC for mortgage pools, federal income and withholding rules, state tax filings, and potential transfer taxes. Tax structuring affects investor returns and must be coordinated with legal and accounting advisors.

Do securitized offerings need to be registered with the SEC?

Not always. Some offerings rely on exemptions such as Regulation D or Rule 144A for private placements. Public offerings require registration under the Securities Act unless an exemption applies. Lawyers help evaluate exemptions and prepare necessary disclosure documents or filings.

What is an SPV and how do I form one in California?

An SPV is a bankruptcy-remote entity created to hold assets and isolate risk. In California, SPVs are commonly formed as limited liability companies or corporations under state law, with careful attention to governance, capitalization, intercompany agreements, and trustee or servicer arrangements to maintain bankruptcy remoteness.

How are investor disputes or defaults typically handled?

Investor disputes are addressed through contractual remedies in the governing documents - such as servicing standards, enforcement rights, indemnities, and trustee powers. Defaults are managed by servicers and trustees according to waterfall provisions and enforcement mechanisms. Litigation or arbitration may arise if parties disagree about performance or breaches.

What due diligence is required before buying a securitized asset pool?

Due diligence typically covers underwriting standards, loan-level documentation, title and collateral perfection, servicing history, payment performance, compliance with applicable consumer or mortgage laws, tax status, and any representations and warranties. Legal counsel coordinates diligence to identify transfer risks and potential liabilities.

How much does it typically cost to hire a structured finance lawyer in Irvine?

Costs vary widely based on transaction complexity, counsel experience, and scope of work. Fees can range from fixed-fee engagements for discrete opinions or document drafting to hourly billing for comprehensive deal counsel. Expect budget discussions early in the engagement to define scope, deliverables, and estimated costs.

Additional Resources

Helpful resources and organizations for structured finance matters include federal regulators and agencies that set securities and banking rules, state agencies that administer local securities and financial regulation, professional associations, and local county offices. Examples to consult when seeking information or filing documents include:

- Securities and Exchange Commission - for federal securities rules and filings

- Department of Financial Protection and Innovation - DFPI - California state regulator for financial services and securities matters

- Internal Revenue Service - for federal tax guidance including REMIC rules

- U.S. Bankruptcy Courts and the U.S. Bankruptcy Code - for bankruptcy law and case decisions

- California Secretary of State - for entity formation and filings

- Orange County Recorder or County Clerk - for recording deeds, assignments, and local filings

- State Bar of California - lawyer referral services and resources to verify attorney credentials

- Securities Industry and Financial Markets Association - SIFMA - industry guidance and market practice materials

- American Bar Association - Business Law Section - practical guides and model documents

- Professional rating agencies and industry groups for market and structuring guidance

Next Steps

If you need legal assistance in structured finance in Irvine, consider the following practical steps:

- Gather key documents - loan files, servicing agreements, purchase agreements, trust instruments, offering documents, and organizational documents for any entities involved.

- Identify the main legal issues - true sale risk, securities registration, tax treatment, bankruptcy remoteness, consumer compliance, or litigation exposure.

- Find counsel with relevant experience - look for attorneys or firms that regularly handle securitizations, ABS, REMIC work, and related regulatory matters. Use the State Bar referral service or vetted industry referrals.

- Request a consultation - describe your objectives, provide initial documents, and ask for a scope of work, estimated timeline, and fee quote.

- Confirm engagement terms in a written engagement letter - define deliverables, fees, confidentiality, and conflict checks.

- Proceed with structured due diligence and legal structuring - coordinate counsel, tax advisors, and accountants to align legal, tax, and commercial objectives.

- Maintain communication and compliance - structured finance transactions often require ongoing reporting, trustee oversight, and regulatory attention after closing.

If you are unsure where to start, schedule an initial consultation with a California-licensed attorney who focuses on structured finance and securitization. That initial step will help you understand the risks, costs, and timeline for your specific situation.