Structured Notes and Note Programs

Our attorneys have extensive experience with all aspects of structured note programs having served as designated underwriters counsel on all of a financial institution's note programs for the past 19 years and as well as having worked with a number of other major financial institutions in establishing and executing transactions under their note programs. The knowledge and experience of our attorneys cover the following areas:

Establishing, Modifying and Maintaining Note Programs. Our attorneys have been involved in establishing note programs for many financial institutions providing for the issuance of in excess of $30 billion in debt securities. We also have assisted our clients, from time to time, in modifying their outstanding note programs to accommodate new product developments, changing regulatory or tax considerations and modifications in prevailing market issuance, distribution and clearance practices and procedures.

Securities Law Compliance. Our attorneys have worked closely with our clients in preparing offering documentation that complies with federal, state and relevant international securities laws, including US banking laws where applicable.

Banking Law Compliance. Our experienced bank regulatory lawyers have assisted those of our clients subject to US and international banking laws in addressing the diverse regulatory issues faced by such institutions when they use note programs to raise capital or offer structured products. Our clients include not only US bank holding companies and federal and state chartered banks, but also numerous international banking organizations with US operations.

Executing Transactions. A principal advantage of maintaining a note program is to permit prompt execution of transactions. Our attorneys specializing in this area have considerable expertise in executing transactions under highly compressed time frames. Their expertise includes familiarity with the various types of linked or indexed note structures prevalent in the market, knowledge of the derivatives market definitions and concepts that are frequently used in preparing a specific offering, and a thorough grasp of the detailed procedures to be followed under various types of note programs, including programs registered under the federal securities laws, programs executed under US banking law and I.C. programs executed offshore.

Tax Analysis and Disclosure. Our tax attorneys have extensive experience in analyzing proposed equity-linked note structures and in assisting our clients in preparing appropriate tax disclosure for the various types of structured products that may be issued under a note program.

Assistance in Structuring Products. We are often asked by our client to assist them in developing a new product structure or a variation on an existing product structure. In these circumstances, we are able to apply a broad range of skill sets to assist our client. Product development may involve analysis of applicable securities and banking laws, consideration of customary market practices and procedures, knowledge of the related equity derivatives market and analysis of relevant tax and ERISA issues.