Counsel on the structures that turn assets into capital: securitizations, CLOs, repackagings, and derivative-backed programs, each built bankruptcy-remote, rating-ready, and tax-efficient across jurisdictions.
A corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
Under the Dodd-Frank risk-retention rule, a securitizer keeps five percent of the credit risk in what it sells, and the documents have to say who holds that slice. Rating agencies and investors test the legal foundation of a structured deal before anything else, so the pool has to leave the originator for good: a true-sale and non-consolidation analysis, then a special-purpose or orphan vehicle whose limited-recourse and non-petition covenants are written to hold in an insolvency. Only then are the notes drafted.
Next comes the capital structure. Tranches are sized and subordinated, the priority of payments is drafted line by line, and the triggers are run against downgrade and default scenarios before anyone signs. The swaps that hedge the vehicle are papered under ISDA Masters negotiated to sit inside that waterfall, not beside it.
Locally admitted counsel joins the file where the vehicle sits, most often the Cayman Islands, Ireland, or Luxembourg. Hart David Carson LLP has represented clients before the SEC and the CFTC, on the private side of the table. Every clause is written for the enforcement team that will read it.
Special-purpose and orphan vehicles built for bankruptcy-remoteness, with purpose-trust shareholdings, limited-recourse and non-petition covenants, and the consolidation analysis that keeps the assets isolated.
Speak to this team →Repackaging vehicles and multi-issuance note programs, where we draft the program documentation, the series supplements, and the security so each tranche stands on its own collateral.
Speak to this team →Interest-rate, currency, and credit derivatives that hedge a structure, with the ISDA Master Agreements, Schedules, and Credit Support Annexes negotiated to sit consistently within the priority of payments.
Speak to this team →Structured notes and investment products for issuers and distributors: payoff design, offering documentation, and the suitability and disclosure questions that follow the instrument to market.
Speak to this team →Rating agencies and investors test the legal foundation first. We handle the true-sale and bankruptcy-remoteness analysis, the supporting legal opinions, and the rating-agency criteria process the structure has to meet.
Speak to this team →Counsel to trustees, security agents, paying agents, and servicers on the indenture and agency roles that administer a deal after closing, and on the enforcement mechanics if a transaction goes wrong.
Speak to this team →The tax treatment on which a structure's viability turns: vehicle selection, withholding and treaty analysis, and coordination with onshore and offshore counsel, worked into the plan from the first draft.
Speak to this team →Pooling receivables, loans, and leases into rated notes through bankruptcy-remote SPVs, and the true-sale, security, and ratings work that takes a portfolio to market.
Enter the practice: Securitization →Royalty monetizations, synthetic royalties, and development funding, with credit secured by pharma and biotech assets and structured to fit the science and the balance sheet.
Enter the practice: Royalty & Structured Life-Sciences Financings →Credit facilities, CLOs, and asset-backed notes for business development companies, with the borrowing and the 1940 Act structuring shaped to the regulatory constraints they live under.
Enter the practice: BDC Financings & Securitizations →Bankruptcy-remoteness is the foundation everything else rests on. If the true-sale and the orphan structure do not hold, the rating, the security, and the investor's analysis all fall with them.
Priority of payments decides who is paid first when cash is short. The provisions that look routine at closing are the ones enforcement teams litigate when a deal underperforms.
Rating agencies rely on legal opinions for true-sale, non-consolidation, and enforceability. The criteria are exacting, and the structure has to satisfy them before the paper can be sold.
A derivative bolted onto a securitization without aligning the ISDA terms, the collateral, and the priority of payments can break the very protection it was meant to provide.
The vehicle, the assets, and the investors often sit in three jurisdictions. The structure only works if the offshore and onshore pieces, and the counsel in each place, are coordinated to one plan.
Many structured offerings are privately placed to institutions, but anti-fraud rules, suitability, and disclosure obligations remain. An exemption narrows the rules that apply without removing them.
Before a structure goes to a rating committee or an investor's counsel, we run it through adversarial diligence. We read the true-sale, the non-consolidation, and the waterfall the way the agency's analysts and the counterparty's lawyers will, so nothing they raise is a surprise to you. The same partner leads that review from the first read to the closing.
Acquisition and asset finance, security and intercreditor, and lender- and borrower-side counsel, the financing layer that often sits beneath a structured transaction.
Banking & Asset Finance →Debt and equity offerings, private placements, and continuous-disclosure work, which is the route to market for notes and structured products sold to investors.
Capital Markets →Fund formation, fund finance, and NAV and subscription lines for the sponsors and managers who originate the assets and invest in structured paper.
Funds & Investment Services →Domestic and international tax and the structures that make a transaction efficient, with the withholding, treaty, and vehicle analysis in the structure from the first draft.
Tax →Cross-border restructuring, enforcement, and asset recovery for the moments a structured transaction reaches the waterfall or the workout.
Restructuring & Insolvency →High-stakes disputes and regulator-facing matters, for the enforcement and special-situations questions that arise when a deal underperforms.
Litigation & Disputes →A well-established domicile for SPVs, orphan structures, and CLO issuers, with tax-neutral vehicles and purpose trusts used across the securitization and repackaging market.
Cayman Islands →A core European securitization hub whose securitization vehicle regime and listing access make it a frequent home for notes programs and structured issuers.
Luxembourg →A long-established jurisdiction for special-purpose issuers and listed debt, widely used for securitizations, repackagings, and structured-note programs.
Ireland →See the full footprint on Global Reach.
Before a single note is drafted, the pool has to leave the originator for good. That means true-sale and non-consolidation analysis, an SPV or orphan vehicle formed with purpose-trust shareholding, and limited-recourse and non-petition covenants written to hold in an insolvency.
Next the capital structure is engineered. Tranches are sized and subordinated, the priority of payments is drafted line by line, and the trigger matrix of overcollateralization, interest coverage, and events of default is tested against downgrade and default scenarios before anyone signs.
ISDA Masters, Schedules, and Credit Support Annexes are negotiated to sit consistently inside the waterfall, while rating-agency criteria, legal opinions on true sale and non-consolidation, and risk-retention structuring converge on committee-ready form.
Offering documents, security, and closing mechanics take the notes to market, and then the structure lives on through trustee and servicer questions, amendments and consents, trigger breaches, and, when needed, restructurings run through the same waterfall the documents built.
A structure is only as sound as its worst day, so we draft for the enforcement team that will read it.
A securitization pools income-producing assets such as receivables, loans, and leases, and funds them by issuing notes backed by that pool, usually through a bankruptcy-remote special-purpose vehicle. It can make sense when an originator wants to convert a portfolio into capital, match-fund assets and liabilities, or reach investors who buy rated paper rather than whole loans. Whether it fits depends on asset quality, the true-sale analysis, and the all-in cost against simpler financing.
A special-purpose vehicle is an entity created to hold the securitized assets and issue the notes, structured so its insolvency risk is separated from the originator. An orphan structure holds the SPV's shares through a charitable or purpose trust so the vehicle is not consolidated with any sponsor. The point is to isolate the assets, so that investors take exposure to the pool rather than to the sponsor's balance sheet.
Yes. Many structured transactions use interest-rate, currency, or credit derivatives to hedge the SPV, and these are documented under an ISDA Master Agreement, Schedule, and Credit Support Annex. We negotiate that documentation alongside the notes and the security package so the hedge, the priority of payments, and the enforcement provisions are consistent.
Structured finance is cross-border by nature. The SPV may sit in one jurisdiction, the assets in another, and the investors in a third. We work from Chicago, London, and Dubai to one standard and coordinate local counsel where a deal touches an offshore or onshore vehicle, in the Cayman Islands, Luxembourg, or Ireland for example, so the structure, security, and tax treatment hold together.
It depends on how the notes are offered. Many structured transactions are sold to institutional investors through private placements or under offering exemptions; others are public and disclosure-heavy. Where a matter touches a regulator, we have represented clients in matters before the SEC and the CFTC, and we structure the offering and disclosure with the applicable rules in view from the first draft.
Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
Cayman is the dominant jurisdiction for offshore investment funds and cross-border SPVs, valued for tax neutrality and creditor-tested case law. Coordinated with locally admitted counsel.
Jersey is a leading Crown Dependency international finance center favored for private wealth, fund administration, and listed holding structures. Coordinated with locally admitted counsel.
Ireland is the only English-speaking common-law jurisdiction in the EU and Eurozone, a leading domicile for investment funds. Coordinated with locally admitted counsel.
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.