Stuart Litwin
Stuart is widely recognized as one of the most experienced structured finance lawyers in the world.
Stuart M. Litwin Stuart has over 40 years of experience at Mayer Brown, is a past head of our Global Finance Practice and served as head or co-head of Mayer Brown’s Securitization/Structured Finance Practice for more than 20 years.
Stuart Litwin is one of the leading lawyers in structuring, negotiating and documenting United States and international asset-backed and other securities transactions, structured financings, loan purchase and synthetic risk transfer transactions. He represents, originators, investment banks, warehouse lenders, investors (including funds), underwriters, aggregators, ABCP conduit sponsors and marketplace platforms.
His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of securitization of retail and commercial auto and equipment loans and leases, consumer and small business marketplace loans, solar loans and leases, credit cards, FFELP and private student loans, dealer floorplan receivables, cell phone device payment plan receivables and global trade finance assets. Many of Stuart’s transactions involve banks or other clients seeking advantageous treatment for accounting, regulatory capital or tax purposes.
Stuart regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies that are more difficult to fund in securitization or banking markets).
Recent important engagements have included:
1. Led the first-ever synthetic securitization by a US bank in 2001 and has been involved in capital relief transactions for banks throughout his career.
2. Representing Goldman Sachs in the first-ever ABS offering backed by subscription lines of credit. Also represented Goldman Sachs in the purchase of $15 billion of subscription lines of credit from the FDIC in Signature Bank’s receivership.
3. Assisting Stellantis Financial Services in the creation of its auto loan and lease securitization platforms, including its first warehouse facilities and first ABS transactions.
4. Representing Goldman Sachs as lenders’ and underwriters’ counsel in the 2020 $6.8 billion financing of the MileagePlus program by United Airlines that saved United from bankruptcy during the COVID-19 crisis.
5. Represented Volkswagen in the outsourcing of its Volkswagen, Audi and Ducati retail installment sales contract business to Wells Fargo Bank. Also represented Lucid Motors in the creation with Bank of America of the Lucid Financial Services platform.
6. Representing Goldman Sachs as lender’s counsel in the first-ever securitization financings of Mexico and Brazil small business loans to merchants on the MercadoLibre platform in 2019 and 2020.
7. Representing Bank of America Merrill Lynch as underwriter’s counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts.
8. Representing Morgan Stanley as underwriter’s counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
9. The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks. The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2014 “Structured Finance and Securitization Deal of the Year.”
10. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility.
11. Representing the initial purchasers in the first-ever solar ABS deal to provide backleverage for tax equity. SolarCity was the sponsor, and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse. This deal was named “Structured Finance and Securitization Deal of the Year” at the 2016 IFLR Americas Awards.
12. The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold. Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
13. Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions.
14. Several tender offers for and restructurings of student loan trusts with auction rate securities.
15. The first ABS offering in the United States backed by Australian auto leases.
16. Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing).
17. The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.
Stuart represents virtually every major bank and investment bank in at least some aspect of their businesses.
Stuart has regularly been ranked as one of the best securitization lawyers in the United States by, among others, Chambers Global (Band 1), IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney. According to Chambers Global, he is esteemed by clients for his “responsiveness, accessibility and outstanding service.” Legal 500 USA noted that Stuart “has handled every variety of complex asset-backed products.” Best Lawyers named Stuart as Securitization and Structured Finance Lawyer of the Year for 2020. Best Lawyers includes Stuart in its elite “Best of the Best.”
Stuart is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.”
Stuart is currently Co-Chair of SFA’s Credit Risk Transfer Committee. Stuart just completed his three year term as Chairman of the American Bar Association’s Securitization and Structured Finance Committee and he is former Co-Chair of SFA’s Legal Counsel Committee and Auto Issuer Committee.
Led SIFMA’s comment letter and advocacy on the SEC’s Rule 192 relating to Conflicts of Interest in Securitization Transactions. Stuart also led SFA’s comment letter and advocacy on the Basel Endgame Regulatory Capital Rules Proposal.
Stuart was selected as the first-ever Chairman of the Structured Finance Association’s (the trade association for the securitization market) Legal Counsel Committee. He is a Fellow of the American College of Commercial Finance Lawyers.
Stuart is a frequent lecturer and writer on securitization topics. The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Stuart.
Education
• The University of Chicago Law School, JD, cum laude
• The University of Chicago, MBA
• University of Illinois, BS, summa cum laude, Bronze Tablet
• Certified Public Accountant (CPA), Illinois, Winner of Elijah Watt Sells Award on Uniform CPA Examination