Best Structured Finance Lawyers in Tacoma

About Structured Finance Law in Tacoma, United States

Structured finance covers transactions in which financial assets are pooled, repackaged, and sold to investors in the form of securities or other interests. Common examples include mortgage-backed securities, commercial mortgage-backed securities, collateralized loan obligations, and asset-backed securities. In Tacoma, structured finance matters operate within a local, state, and federal legal framework. Transactions often touch federal securities and banking laws, state-level securities and recording rules, tax law, bankruptcy law, and local real-estate recording and permitting requirements.

Practitioners in Tacoma typically advise banks, non-bank lenders, servicers, investors, trustees, special-purpose vehicles, municipal issuers, and individual borrowers. Local counsel often coordinates with national counsel, tax advisers, accountants, trustees, and rating agencies to structure deals that meet investor, regulatory, and tax objectives while addressing county-level recording and enforcement mechanics.

Why You May Need a Lawyer

Structured finance transactions are legally complex, involve multiple parties, and can carry significant financial and regulatory risk. You may need a lawyer in many situations, including:

- Designing and documenting a securitization or asset sale, including creation of special-purpose vehicles, pooling and servicing agreements, indentures, and offering documents.

- Ensuring compliance with federal securities laws, registration requirements, or valid exemptions, and meeting SEC disclosure standards where applicable.

- Meeting state securities-licensing and notice-filing requirements that apply to offers or sales in Washington state.

- Structuring tax-efficient transactions and obtaining or assessing tax opinions about tax-exempt or taxable status of securities.

- Handling servicing and enforcement issues on securitized loans - for example, mortgage foreclosure mechanics when loans are in a pool.

- Defending or pursuing litigation or arbitration involving investors, trustees, servicers, or originators - including claims under common law, contract, fiduciary duty, or statutory causes of action.

- Advising public issuers and private parties on municipal finance, public-private partnership agreements, or municipal bond issuance under Washington law.

- Licensing and regulatory compliance for lenders, mortgage brokers, money transmitters, or trust companies operating in Washington state.

- Advising consumers or small businesses affected by securitization - for example, homeowners facing foreclosure on a pooled mortgage or investors pressing disclosure claims.

Local Laws Overview

Structured finance in Tacoma must be navigated against a mix of federal and Washington state laws, plus local county recording and regulatory practices. Key legal aspects to consider include:

- Federal securities law: The Securities Act of 1933 and Securities Exchange Act of 1934, administered by the U.S. Securities and Exchange Commission, govern registration, disclosure, anti-fraud standards, periodic reporting where relevant, and market conduct. Exemptions such as private placement rules and Rule 144A often shape how asset-backed offerings are sold.

- Dodd-Frank and bank regulatory rules: Post-crisis reforms affect risk retention requirements, derivatives regulation, and capital and liquidity standards for banks and non-bank entities. Risk-retention requirements often require sponsors or originators to retain a portion of credit risk in many asset-backed offerings.

- Washington state securities laws: Washington enforces state securities regulations commonly referred to as blue-sky laws. Offerings and certain broker-dealer or agent activities may require state filings, registrations, or notice filings and are subject to state anti-fraud enforcement by state regulators and the Washington State Attorney General.

- State regulatory agencies: The Washington State Department of Financial Institutions oversees licensing and regulation of lenders, mortgage brokers, money transmitters, and state-chartered trust companies. Compliance with state licensing rules is essential for originators and servicers active in Tacoma.

- Commercial law - UCC: Article 9 of the Uniform Commercial Code, as adopted in Washington, governs attachment, perfection, priority, and enforcement of security interests in personal property. Perfection by filing and priority disputes are central to structuring asset-backed transactions.

- Real property recording and foreclosure: Real-property security interests are governed by Washington real estate law and recorded at the Pierce County Auditor/Recorder. Washington has specific foreclosure processes, such as non-judicial and judicial foreclosure rules, notice requirements, redemption periods, and trustee sale procedures that impact mortgage enforcement on securitized loans.

- Consumer financial protections: For consumer mortgage-backed transactions, federal statutes and regulations, including the Real Estate Settlement Procedures Act, Truth in Lending Act, and rules administered by the Consumer Financial Protection Bureau, affect disclosures, servicing, and foreclosure practices.

- Tax law: Federal and state tax rules determine the tax treatment of securitizations, pass-through structures, and municipal bonds. Tax-exempt municipal financing for Tacoma or Pierce County projects must comply with Internal Revenue Service requirements and state tax rules.

- Bankruptcy law: The U.S. Bankruptcy Code and related case law affect remedies and the treatment of securitized assets when originators, servicers, or borrowers enter bankruptcy. Issues include true sale opinions, consolidation risk, and treatment of claims against servicers or trustees.

- Local government processes: Tacoma and Pierce County laws and procurement rules affect public finance, municipal bonds, permitting for projects financed with structured deals, and public-private partnerships.

Frequently Asked Questions

What is structured finance in plain language?

Structured finance is a set of techniques for converting financial assets into tradable securities. Lenders group loans or receivables together, transfer them to a vehicle, and sell securities backed by those assets to investors. The goal is to redistribute risk, provide liquidity, and match investor risk-return preferences.

Do I need an attorney to create a securitization or asset-backed offering?

Yes. A lawyer helps with legal structuring, regulatory compliance, offering documents, security perfection, title and collateral reviews, tax planning, and drafting agreements among originators, trustees, servicers, and investors. Proper legal work reduces regulatory, enforceability, and tax risks.

What federal regulators and rules should I expect to encounter?

Expect to deal with the U.S. Securities and Exchange Commission for securities matters, banking regulators like the Office of the Comptroller of the Currency and Federal Reserve if banks are involved, and the Consumer Financial Protection Bureau for consumer loan servicing and disclosure rules. Dodd-Frank related rules, risk-retention rules, and securities registration or exemption rules are frequently implicated.

How do Washington state rules affect structured finance transactions?

Washington enforces state securities laws that may require notice filings, broker-dealer registrations, or other compliance steps. The Washington Department of Financial Institutions regulates lenders, mortgage brokers, and certain trust and fiduciary activities. Washington also follows the UCC for secured transactions and has specific recording and foreclosure processes that affect mortgage-related securitizations.

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

A true sale opinion is a legal opinion, usually provided by counsel, that the transfer of assets to a special-purpose vehicle is a sale rather than a secured loan. It is important to isolate assets from the originator's creditors, reduce consolidation risk in bankruptcy, and protect investors. Obtaining a reliable opinion requires careful structuring and documentation.

How are borrower rights affected when their loan is securitized?

Borrowers keep their contractual rights under the loan documents, but the owner of the loan and the party entitled to enforce it may change. Servicing and foreclosure duties may be handled by a servicer under a pooling and servicing agreement. Consumer protections like disclosure rules and state foreclosure laws still apply.

What are special-purpose vehicles and why are they used?

A special-purpose vehicle or entity is a separate legal entity created to hold pooled assets and issue securities. They isolate risk, provide bankruptcy remoteness, and simplify investor claims on cash flows. Lawyers draft formation documents, transfer mechanics, and governance provisions to preserve the intended protections.

What tax issues should I consider in structured finance?

Tax treatment depends on deal structure. Issues include whether the vehicle is treated as a corporation, partnership, or trust for tax purposes, whether income is tax-exempt (as with municipal bonds), and what withholding or reporting obligations exist. Tax opinions and coordination with accountants are crucial to avoid unexpected tax liabilities.

How do I choose a qualified structured finance attorney in Tacoma?

Look for attorneys or firms with documented experience in securitization, asset-backed transactions, banking regulation, or public finance. Ask about specific local experience with Washington law and Pierce County recording and foreclosure practice. Discuss fee structures, references, and whether local counsel will coordinate with national specialists when needed.

What options exist if I face foreclosure on a loan that has been securitized?

If you are a borrower, consult a lawyer early to review the loan documents, servicing statements, chain of ownership, and foreclosure notices. Possible options include loan modification, loss mitigation, defending procedural defects in servicing or notice, or asserting state or federal consumer protection claims. A local attorney can advise on Tacoma and Pierce County foreclosure procedures and timelines.

Additional Resources

SEC - U.S. Securities and Exchange Commission for federal securities rules and guidance.

CFPB - Consumer Financial Protection Bureau for consumer mortgage and servicing rules and consumer complaint resources.

Washington State Department of Financial Institutions for state licensing, enforcement, and regulations affecting lenders, brokers, and money transmitters.

Washington State Attorney General - Consumer Protection Division for state enforcement and consumer guidance.

Pierce County Auditor/Recorder for property recording rules and procedures affecting mortgages and deeds.

Municipal Securities Rulemaking Board - for rules and education on municipal securities and municipal advisors.

Internal Revenue Service - for federal tax guidance and rulings applicable to structured finance and tax-exempt financing.

Western District of Washington - federal court where major litigation in Tacoma may be heard, including bankruptcy matters in the district.

Structured Finance Association and industry trade groups for market practice guidance, model documentation, and educational materials.

Tacoma-Pierce County Bar Association for local attorney referrals and information on lawyers with experience in banking, securities, real estate, and structured finance matters.

Next Steps

1. Gather your documents - assemble loan contracts, servicing agreements, title and recording documents, offering documents, and any correspondence related to the transaction or dispute. Clear documentation helps an attorney evaluate issues quickly.

2. Schedule an initial consultation with a lawyer experienced in structured finance. Prepare a concise summary of your situation, desired outcomes, and key deadlines. Ask about experience with Washington law, securitizations, and local foreclosure or recording practice.

3. Ask about scope and fees - confirm how the attorney charges for initial review, transaction work, or litigation, and request an engagement letter that describes responsibilities, timelines, and billing terms.

4. Coordinate advisors - based on the attorney's recommendation, you may need tax counsel, accountants, national securities counsel, or local title professionals to complete due diligence or issue opinions.

5. Preserve evidence and meet deadlines - if litigation or foreclosure is possible, preserve documents, avoid destroying records, and act promptly on time-sensitive notices or statutory deadlines.

6. Consider alternative dispute resolution - for investor disputes or contract issues, mediation or arbitration can be faster and less costly than litigation. Discuss options with counsel.

7. Stay informed on regulatory changes - structured finance is affected by evolving federal and state rules. Keep counsel involved as laws or market practice change to limit future compliance or enforcement risk.

If you need help finding local counsel, start with the Tacoma-Pierce County Bar Association and ask for lawyers with structured finance, securities, banking, or real-estate finance experience. An experienced attorney will help you evaluate risks, outline options, and implement a compliance or dispute-resolution plan tailored to Tacoma and Washington state law.