Best Structured Finance Lawyers in San Jose

About Structured Finance Law in San Jose, United States

Structured finance in San Jose, California, involves pooling financial assets such as loans or receivables and transforming them into tradable securities. The process typically uses a special purpose vehicle (SPV) to isolate assets, allocate cash flows, and issue tranches with varying risk and return profiles. Practitioners in the Bay Area often handle securitizations for banks, credit unions, fintechs, and venture-backed companies seeking liquidity.

Key regulators shape how these deals are conducted. Federal securities laws require robust disclosures and registration or exemption for offerings, while state law governs initial disclosures and broker-dealer licensing within California. In San Jose, local counsel frequently coordinates with national firms to address both California and federal requirements. This coordination helps issuers manage risk, taxation, and cross jurisdictional compliance.

According to the U.S. Securities and Exchange Commission, asset-backed securities enable lenders to convert pools of illiquid assets into tradable instruments and improve funding access. See: Asset-Backed Securities.

Regulation AB II defines standardized disclosure and structuring requirements for asset-backed securities, reinforcing market integrity since its adoption by the SEC in 2014. See: Regulation AB.

Why You May Need a Lawyer

Below are concrete, real-world scenarios commonly encountered by San Jose residents seeking structured finance counsel. Each example reflects the practical realities of doing securitizations in the Bay Area market.

• A regional bank in San Jose plans a securitization of a large auto loan portfolio. You need counsel to structure the SPV, prepare a comprehensive disclosure package, and ensure compliance with federal and California securities laws.
• A fintech company in Silicon Valley contemplates securitizing future revenue streams. An attorney can advise on asset transfer mechanics, waterfall structures, and regulatory disclosures under Reg AB II.
• A Santa Clara County credit union wants to issue asset-backed securities privately to qualified investors. You will require guidance on exemptions from SEC registration and state notice filings, plus ongoing post-issuance obligations.
• An issuer discovers potential misrepresentations in an already issued ABS filing. You need litigation support, enforcement options, and a remedial plan to protect investors and limit liability.
• A legacy mortgage originator seeks to restructure an existing securitization due to new tax considerations or regulatory changes. You will need a strategist to realign servicer agreements and update disclosures.
• A venture-backed company is considering securitizing receivables from multiple Bay Area partners. You require a cross-border or multi-jurisdictional approach to ensure consistent reporting and compliance across states and federal regimes.

Local Laws Overview

San Jose operates within federal securities laws and California state law for structured finance. Here are two to three specific laws and regulatory regimes that govern asset-backed transactions and related activities in this region.

California Corporate Securities Law of 1968

This body of law, codified in California Corporate Securities Law within the California Corporations Code, governs the offer, sale, and registration of securities within California. It shapes how California-based issuers conduct private placements, disclosures, and exemptions for offerings such as asset-backed securities. The statutes have been amended over time to reflect evolving market practices and enforcement priorities. For the precise text and current amendments, refer to the California Legislative Information site.

Practical impact in San Jose: issuers must consider California notice filings, broker-dealer licensing obligations, and state-level disclosures in tandem with federal requirements. California law can influence who may market an ABS within the state and what disclosures are required for California investors.

Dodd-Frank Wall Street Reform and Consumer Protection Act

Enacted in 2010, Dodd-Frank established broad changes to securitization markets, risk retention standards, and enhanced investor protections. It reshaped how asset-backed offerings are structured, disclosed, and monitored. Compliance with Dodd-Frank lines up with SEC regulations for asset-backed securities and ongoing reporting obligations.

San Jose issuers and financial intermediaries must align their securitization programs with Dodd-Frank provisions on risk retention and public disclosure. The federal framework remains central to whether a deal must register with the SEC or operate under a private placement exemption.

Regulation AB and Regulation AB II

Regulation AB governs disclosure, structural features, and ongoing reporting for asset-backed securities. Regulation AB II, adopted by the SEC in 2014, refined these standards to improve consistency and investor protection across ABS deals. These rules affect deal architecture, reporting cadence, and risk disclosures for offerings marketed to the public or to sophisticated investors in California and beyond.

In practice, San Jose deals rely on Reg AB II for standardized disclosures, asset-level information, and structural integrity. Ongoing updates from the SEC can impact closing conditions and post-issuance compliance plans for local issuers.

Recent changes and market trends in San Jose reflect the evolving regulatory environment, including continued SEC updates to asset-backed disclosures and the growing emphasis on fintech receivables securitization. Always verify current requirements with both federal and state regulators, as well as local counsel familiar with Santa Clara County practices.

Frequently Asked Questions

What is structured finance in San Jose, California, in plain terms?

Structured finance packages financial assets into securitized instruments to raise liquidity. A special purpose vehicle holds assets and pays investors from cash flows. This approach spreads risk across tranches and can attract diverse investor bases.

How do I start a securitization in San Jose with assets from a Bay Area bank?

Begin with a clear asset pool, select an SPV, and outline the deal structure. Engage an attorney to draft the offering document, coordinate with regulators, and arrange for a securitization trustee and servicer.

What qualifies as a security under California Corporate Securities Law?

A security typically includes investment contracts, notes, and other instruments involving an expectation of profits from the efforts of others. The California Corporations Code codifies these definitions and exemptions for offerings in the state.

How much does hiring a structured finance attorney cost in San Jose?

Costs vary by deal complexity, asset type, and the issuer’s regulatory status. Expect engagement fees, due diligence costs, and ongoing post-issuance compliance expenses. A local attorney can provide a tailored fee schedule.

Do I need to register my offering with the SEC or state authorities in California?

It depends on the offering type and investor audience. Public offerings require SEC registration; private placements may qualify for exemptions. California filings may also apply for California residents and markets.

How long does a typical asset backed securities deal take in San Jose?

Simple private placements may close in 3 to 6 months. Complex deals, especially cross-border or multi-asset securitizations, can take 6 to 12 months or longer depending on due diligence and regulatory reviews.

What is the difference between SPV and a special purpose vehicle in a securitization?

In practice they refer to the same entity. An SPV is a legally separate, bankruptcy-remote vehicle used to hold assets and issue securities, isolating risk from the sponsor.

Can Regulation AB standards be applied to private securitizations in California?

Reg AB standards typically apply to asset backed securities offerings. Private deals can still be affected by Reg AB disclosure or exemptions when marketed to investors in California or federally.

Should I hire a local San Jose attorney or a national firm for my securitization?

Local familiarity with California law and San Jose market practices is valuable. A national firm can handle nationwide regulatory issues and large-scale financing needs alongside local counsel.

Is there a California filing requirement for securitizations?

California may require state notices or filings for certain securities offerings and broker-dealer activities. Consult California counsel to determine applicable state filings for your deal.

What steps are involved in due diligence for asset backed deals in San Jose?

Due diligence covers asset quality, legal title, servicing arrangements, underlying contracts, and potential encumbrances. It also includes disclosures, tax implications, and regulatory compliance checks.

How do I handle post issuance compliance in asset backed securities?

Post issuance compliance includes ongoing reporting, asset-level data updates, and timely disclosure of material events. A dedicated servicing and reporting framework ensures ongoing investor protections.

Additional Resources

• U.S. Securities and Exchange Commission (SEC) - Asset-Backed Securities overview and Regulation AB resources. https://www.sec.gov/spotlight/asset-backed-securities
• California Department of Financial Protection and Innovation (DFPI) - Securities regulation and licensing guidance for California. https://dfpi.ca.gov/securities/
• California Legislative Information - California Corporate Securities Law of 1968 and related statutes. https://leginfo.legislature.ca.gov/

Next Steps

1. Define your securitization goal and asset pool. Gather loan documentation, servicing data, and financial projections within 2 weeks.
2. Identify a San Jose based attorney or a firm with expertise in asset backed securities. Schedule an initial consult to discuss deal structure and regulatory path within 1 week after asset collection.
3. Choose SPV jurisdiction and draft the term sheet. Decide on Delaware or another tax-efficient jurisdiction for the SPV within 2 weeks of the initial consult.
4. Develop the disclosure package and engage a qualified independent reviewer. Prepare preliminary financial statements and asset-specific disclosures within 3-5 weeks.
5. Submit regulatory approvals or exemptions and finalize the securities offering documents. Allow 4-8 weeks depending on whether registration or private placement exemptions apply.
6. Establish post-issuance compliance plan and appoint servicing, master tows and trustees. Implement within 2-4 weeks after closing.
7. Monitor ongoing disclosures and investor communications. Review the program annually to adjust for regulatory changes and market conditions.