Structured Finance

Catalog description

Securitization is a form of highly sophisticated business transaction in which a company seeking financing gathers together pools of its financial assets, such as auto loans, deposits them in a bankruptcy remote subsidiary and causes the subsidiary to issue securities or borrow loans that are backed by the pool of financial assets. Well-known types of securitizations include mortgage-backed securities and collateralized debt obligations. Although these types of transactions received a great deal of scrutiny during and after the financial crisis, securitization also includes other forms of asset-backed securities that are an essential component of modern financial markets. As this course will demonstrate, a successful securitization integrates a bunch of different bodies of commercial law, including securities law, bankruptcy law, secured transactions, corporation law, tax, and regulatory acts such as Dodd-Frank and ERISA. This course uses an actual securitization transaction to illustrate the interplay of these bodies of law. The course also looks at the greater legal implications of these transactions on the financial markets in the wake of the financial crisis. 2L and 3L students that have an interest in corporate or transactional law, general business law or finance should consider this course I shall assign homework problems for most classes, which we shall discuss in the next class. The course grade will be based on participation in this class discussion and on the results of a take-home examination. This course also counts as an elective course for the Certificate in Transactional Law.