Securitization & Derivatives

Goodwin’s securitization and derivatives attorneys are experienced in all aspects of the public and private distribution of structured finance securities, including collateralized debt obligations (CDOs), asset-backed and mortgage-backed securities and derivatives.

Our attorneys have advised sponsors, investment managers and servicers, sellers, trustees, credit enhancers, underwriters and purchasers in the securitization of a wide range of financial assets such as mortgages, commercial loans, debt securities, royalties, trade receivables, operating leases, consumer finance receivables and export receivables.
We are experienced in all of the legal disciplines relevant to securitization transactions, including capital markets and corporate finance, secured transactions, securities law, insolvency law, banking regulation, investment management, consumer financial services, real estate, derivatives, ERISA and tax. We also have particular expertise with the accounting, financial and operational issues that arise in CDOs and other securitization transactions and are familiar with the rating agency criteria and methodologies associated with various types of structures and assets.

CDO Practice

We have represented collateral managers and others in cash-flow and market value CBO offerings, and in cash and synthetic CLO and CDO offerings. Our CDO practice is integrated with the firm’s nationally recognized investment management practice. We have significant experience representing asset managers in connection with their initial entry into the CDO market. The transactions on which our attorneys have worked include virtually all classes of underlying fixed-income obligations, including asset-backed securities, CDO securities, high-yield and emerging market debt, sovereign debt, commercial loans, project loans and credit derivatives. Our attorneys are knowledgeable in the tax, ERISA and other issues of concern to collateral managers of offshore CDO funds, including the safe harbors for trading activity which allow an offshore fund not to be engaged in a United States trade or business.

MBS and CMBS Practice

Goodwin attorneys have worked on numerous mortgage-related securities offerings, including REMIC securitizations of commercial mortgage loans, such as conduit pools, cross-collateralized and cross-supported mini-pools and large loans, CMOs backed by franchise loans and by HELOCs. In the CDO area our attorneys have represented asset managers of market-value and cash-flow CDOs backed by mortgage-related assets such as RMBS, HELOCs, REIT securities and agency paper. Our attorneys have also advised in the repackaging and resecuritization of mortgage-backed securities and REIT debt. We have also advised borrowers and others in connection with securitization issues, including A/B note structures.

ABS Practice

Goodwin attorneys have worked on a wide range of asset-backed financings, including structured warehouse facilities, term securitizations, revolving structures and asset-backed acquisition finance for M&A transactions. In addition to transactions involving consumer asset classes such as automobile installment loans, home equity loans and credit card receivables, we have also advised on issuances involving the securitization of commercial loans, franchise loans, equipment loans, project finance loans, aircraft leases, equipment leases and intellectual property assets such as movie and cable TV syndication contracts, pharmaceutical license agreements and franchise fees. Many of the transactions on which our lawyers have worked have involved asset-backed commercial paper conduits, master trust structures, REMICs and FASITs, revolving periods, pre-funding periods and other features.


In today’s marketplace, derivatives are an integral part of many securitizations and structured finance transactions. The attorneys in our Securitization & Derivatives Practice have significant experience in the use of various types of derivative instruments used in connection with the issuance of asset-backed securities and related warehouse activities, including interest rate caps, swaps, collars and floors, currency swaps, total return swaps, credit linked notes and credit default swaps. Our attorneys have worked extensively with credit derivatives in synthetic securitizations including most recently a synthetic $1 billion high grade CDO, a hybrid CDO of ABS (with long and short synthetic credit exposures) and a single-tranche synthetic CDO referencing emerging market obligations.

Goodwin is a member of the American Securitization Forum.