Berger Harris partner and Business Law Basics co-blogger Michelle Quinn will be a presenter of a webinar entitled “Rendering Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to File Bankruptcy and More” on August 21, 2014. The webinar, conducted by Strafford Publications, Inc., will address commonly-asked questions regarding navigating assumptions, qualifications, limitations and use of opinion letters, as well as risk management for opinion givers.
Strafford’s description of the webinar states:
The key concept for structured finance is the isolation of assets in a special purpose vehicle (SPV) that not only protects against borrower insolvency, but also protects the assets against credit risk of other entities, including the former owner of the assets. These transactions frequently use LLCs and statutory trusts, particularly Delaware Statutory Trusts.
Legal separation of SPVs is achieved by two structuring techniques: true sales and bankruptcy remote vehicles. Opinions of counsel for structured finance transactions address the validity of the entity formation, that it duly authorized the transaction, and that the entity and the property have been separated from other entities, assets, properties and liabilities.
A non-consolidation opinion does not establish the separateness of the SPV. Rather, the opinion gives the recipient assurance that counsel for the originator and the SPV have considered all issues needed to render the opinion.
Listen as our authoritative panel of practitioners discusses drafting opinions of counsel in structured finance transactions with particular emphasis on rendering non-consolidation opinions, and best practices for the opinion giver to minimize risks.
Michelle is a partner in the Corporate/Business Entity Counseling practice group of Berger Harris. Her practice focuses primarily on rendering advice as to matters of Delaware law relating to partnerships and limited liability companies. Michelle has extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships and limited liability companies, including investment fund transactions, joint venture transactions and structured finance transactions. Her work also includes rendering advice with respect to mergers, conversions and other structural changes involving partnerships and limited liability companies, as well as analyzing fiduciary duty and contractual interpretation issues.
Together with Brian Gottesman and retired Delaware attorney Richard Levin, Michelle is the author of “Third-Party Delaware Opinions for Structured Finance and Other Commercial Transactions,” previously published on the Business Law Basics blog.