Best Structured Finance Lawyers in Philadelphia

About Structured Finance Law in Philadelphia, United States

Structured finance is a broad area of commercial law that covers the creation, sale, and regulation of complex financial products built around pools of assets. In Philadelphia, United States, structured finance transactions commonly include securitizations of mortgages and other receivables, collateralized loan obligations, commercial real-estate financing, conduit financings, municipal and public-private financing, and sectioned or tranche-based debt instruments. Legal work in this area typically spans securities law, banking and lending regulation, tax, real estate, bankruptcy, and contract law. Transactions are governed by a combination of federal law and Pennsylvania law, with local factors in Philadelphia - such as tax and recording practices, local courts, and municipal rules - influencing deal structure and implementation.

Why You May Need a Lawyer

Structured finance transactions are document-intensive, legally complex, and highly regulated. You may need a lawyer if you are:

- Structuring or issuing asset-backed securities, CLOs, or mortgage-backed securities and require drafting of pooling and servicing agreements, offering documents, and indentures.

- Seeking to buy or sell portfolios of loans or receivables and need due diligence, representations and warranties negotiation, and purchase agreements.

- A lender, servicer, trustee, or investor facing regulatory compliance questions under federal securities laws, state securities law, or banking regulations.

- Planning tax-efficient deal structures and need analysis of federal, state, and local tax consequences.

- Handling enforcement, workout, or bankruptcy matters involving pledged assets, creditors, or distressed borrowers.

- Engaging in municipal or public-private structured financings that require bond counsel, disclosure counsel, or compliance with municipal rules and local ordinances.

- Negotiating servicing transfers, sub-servicing arrangements, or operational arrangements that affect cash flows or investor protections.

Local Laws Overview

Key legal and practical considerations in Philadelphia and Pennsylvania that typically affect structured finance matters include the following:

- Federal securities regulation - Many structured products implicate the Securities Act of 1933, the Securities Exchange Act of 1934, SEC rules, and disclosure obligations. Registration, exemptions, and secondary market considerations are central issues.

- Pennsylvania securities law - The Pennsylvania Securities Act of 1972 and rules administered by the Pennsylvania Department of Banking and Securities regulate securities offerings and broker-dealer or investment adviser activities within the state.

- Uniform Commercial Code - Pennsylvania has adopted the UCC, which governs perfection and priority of security interests in receivables, equipment, and other collateral. Proper filings with the Pennsylvania UCC filing office are critical to protect interests.

- Recording and property transfer - For real-estate-backed structures, recordings at the Philadelphia Department of Records and payment of Philadelphia realty transfer tax and related city fees can affect deal structure and timing.

- Licensing and consumer finance rules - Mortgage lending and servicing, consumer credit activities, and related businesses may require state licensing through the Pennsylvania Department of Banking and Securities and compliance with consumer protection laws.

- Bankruptcy and insolvency - Federal bankruptcy law applies to obligors and originators when insolvency occurs. Bankruptcy considerations affect nonconsolidation opinions, true-sale analysis, and remedies for secured creditors.

- Taxation - Federal tax rules determine the tax treatment of structured vehicles and investors. Pennsylvania and Philadelphia tax rules - including corporate net income tax, sales and use tax where applicable, and local transfer taxes - must be evaluated at the outset.

- Local courts and dispute resolution - Litigation arising from structured finance matters in Philadelphia will ordinarily proceed in the Philadelphia Court of Common Pleas for state matters or the U.S. District Court for the Eastern District of Pennsylvania for federal matters. Local practice, judges, and procedural rules matter for timetables and strategy.

Frequently Asked Questions

What exactly is structured finance and how does it differ from traditional lending?

Structured finance involves creating customized financial instruments that redistribute risk and cash flows from a pool of assets to investors using tranches, credit enhancements, or special-purpose vehicles. Unlike a single loan between lender and borrower, structured finance separates and repackages cash flows to create securities with different risk-return profiles, often isolating the assets from the originator through bankruptcy-remote entities.

Do I need to register a securitization offering with the SEC if it is done from Philadelphia?

Not all securitization offerings require registration. Whether registration is required depends on the nature of the instrument, the parties, and the exemptions available under federal securities laws. Many structured products rely on private placement exemptions or Rule 144A, but those paths have conditions and disclosure expectations. You also need to assess state securities law requirements. A securities attorney can analyze available exemptions and prepare required offering documents.

What local filings or taxes in Philadelphia should I plan for?

For real-estate-related transactions, expect to deal with Philadelphia realty transfer tax and recording requirements at the Department of Records. Business entities and some financing vehicles may also have local licensing or tax obligations. Coordinate with tax counsel early to identify any local, county, or state tax consequences and to time recordings to avoid unexpected costs or delays.

How do I protect my security interest in receivables or loans under Pennsylvania law?

Protection generally requires a properly drafted security agreement, control or perfection steps under the UCC, and timely filing of financing statements in Pennsylvania. For certain assets, possession or control may be needed to perfect an interest. Legal counsel can advise on whether to perfect by filing, control, or possession and ensure the financing statements are accurate and renewed as needed.

What is a true-sale opinion and why is it important?

A true-sale opinion is a legal opinion that a transfer of assets from the originator to a special-purpose vehicle is legally effective and will be treated as a sale rather than a secured loan. This opinion is important because it is often a precondition for investor purchasing, bankruptcy-remote treatment, and favorable accounting or tax outcomes. Local counsel will coordinate opinions from bankruptcy and transaction counsel to support the true-sale assertion.

Who are the usual counsel roles in a structured finance transaction?

Common roles include lead transaction counsel who structures the deal, sponsor counsel representing the originator, special-purpose vehicle counsel, trustee or indenture counsel, servicer counsel, bond or tax counsel where relevant, and securities or disclosure counsel for offering documents. Choosing counsel with prior structured finance and local practice experience helps avoid execution issues.

What compliance risks should servicers in Philadelphia watch for?

Servicers must comply with federal consumer protection rules, state mortgage servicing laws, licensing requirements, and industry servicing standards. In Pennsylvania and Philadelphia, servicers also need to follow state consumer protection statutes and ensure proper notice procedures and recordkeeping. Noncompliance can lead to regulatory enforcement, private litigation, and indemnity claims from investors.

How are municipal structured financings different in Philadelphia?

Municipal financings often involve municipal bond rules, public bidding or approval procedures, and opinions from bond counsel addressing tax-exemption and procedural compliance. Public-private partnerships require coordination with city agencies, adherence to procurement rules, and attention to political and public-process risks that are less common in private securitizations.

What should a potential investor look for when evaluating a structured product in Philadelphia?

Investors should review the quality of the underlying assets, the servicer and its track record, legal opinions, disclosure materials, structural credit enhancements, default and recovery procedures, tax treatment, and applicable state or local legal risks. Due diligence often includes performance testing of the collateral, review of pooling and servicing agreements, and verification of perfection and priority of security interests.

How do I find an attorney in Philadelphia who specializes in structured finance?

Look for lawyers or law firms with proven experience in securitizations, asset-backed transactions, banking regulation, and tax and bankruptcy aspects of structured deals. Check for prior deal experience, published articles or presentations on structured finance, and client references. Initial consultations can clarify the lawyer's approach, fees, and whether they coordinate multidisciplinary teams for complex transactions.

Additional Resources

Below are organizations and governmental bodies that provide guidance, oversight, or resources relevant to structured finance professionals in Philadelphia, United States:

- Pennsylvania Department of Banking and Securities - state regulator for securities, lender licensing, and consumer finance matters.

- U.S. Securities and Exchange Commission - federal regulator for public securities offerings, disclosures, and related compliance.

- Consumer Financial Protection Bureau - federal agency overseeing consumer financial protection rules affecting mortgage and consumer receivables servicing.

- Internal Revenue Service - federal tax guidance relevant to structuring tax-efficient vehicles and opinions.

- Pennsylvania Department of Revenue and City of Philadelphia Department of Revenue - for state and local tax rules that affect transactions.

- Philadelphia Department of Records - for property recording requirements and document filings within the city.

- U.S. Bankruptcy Court for the Eastern District of Pennsylvania - for bankruptcy practice and precedent affecting structured transactions.

- Municipal Securities Rulemaking Board - for municipal bond market practices and disclosure standards.

- Philadelphia Bar Association and Pennsylvania Bar Association - for local lawyer directories, practice guides, and CLE programs in structured finance and related fields.

Next Steps

If you need legal assistance with structured finance in Philadelphia, United States, follow these practical steps:

- Gather your transaction documents - assemble any existing term sheets, loan files, collateral schedules, corporate formation documents, tax records, and prior legal opinions to share in an initial meeting.

- Identify the key legal issues - list your main concerns such as regulatory compliance, tax treatment, bankruptcy risk, investor disclosures, or local recording needs so counsel can assess quickly.

- Schedule initial consultations - meet with potential attorneys to discuss experience, typical deal flow, fee structures, and how they would staff your matter. Ask about prior Philadelphia transactions and relevant court or regulatory experience.

- Decide on scope and budget - agree on an engagement letter that sets out scope of work, fee arrangements, staffing, milestones, and billing expectations. For complex deals consider phased workplans to manage cost.

- Conduct legal due diligence - have counsel perform reviews of title, contract obligations, sponsor credit, UCC filings, and regulatory status to identify liabilities and necessary cleanup steps.

- Coordinate specialized advisors - depending on the transaction, engage tax counsel, accounting advisors, underwriters, trustees, bond counsel, or servicer operations consultants as needed.

- Confirm local compliance steps - ensure all local filings, tax payments, and recording actions in Philadelphia are scheduled and handled before closing to prevent delays.

- Maintain open communication - structured finance transactions require coordination among many parties. Establish regular status updates and document-control procedures to reduce closing risk.

Remember that structured finance is complex and fact-specific. Early engagement of experienced counsel helps manage legal, regulatory, and tax risks and increases the likelihood of a successful closing.