Structured Products

Our lawyers have extensive experience with all aspects of structured products, including establishing, modifying, and maintaining programs.

Our lawyers have been involved in establishing programs for many financial institutions, providing for the issuance of more than $125 billion in debt securities. We have also assisted our clients with modifying their outstanding programs to accommodate new product developments and changing regulatory and tax considerations and modifications in prevailing market practice. Our platforms range from registered notes sold to retail investors, complex exchange traded notes, Rule 144A offerings sold to qualified institutional buyers, European medium-term note programs, and unregistered bank note programs to structured certificate of deposit programs.

Securities Law Compliance. Our lawyers have worked closely with our clients when preparing offering documentation that complies with federal, state, and relevant international securities laws.

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

Executing Transactions. A principal advantage of maintaining a structured product program is the ability to permit prompt execution of transactions with a modicum of new disclosures. Our lawyers specializing in this area have considerable experience in executing transactions under highly compressed time frames. Their deep experience 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 programs, including programs registered under the federal securities laws, programs executed under U.S. banking law, and programs executed offshore.

Tax Analysis and Disclosure. Our tax lawyers have extensive experience in analyzing proposed note structures and in assisting our clients in preparing appropriate tax disclosures 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 clients to assist them in developing new product structures, variations on existing products, and new proprietary indices. In doing so, we are able to apply a broad range of skill sets. 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.

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