United States: Securitization & Structured Finance

More than fifteen years after the Dodd-Frank Act reconstructed the legal architecture governing over-the-counter derivatives markets, Professor Ilya Beylin's empirical research examines a fundamental question that remains unresolved: what effect did that reconstruction have on the actual use of swaps? His careful, data-intensive analysis reveals that the answer is considerably more complicated than simple narratives of regulatory success or failure would suggest.

The SEC Staff has issued no-action guidance clarifying that certain data center securitizations structured with the issuing entity owning the facility directly are not "asset-backed securities" under the Exchange Act. This determination hinges on whether data centers qualify as "self-liquidating financial assets" and has broader implications for similar financing structures across multiple asset classes including real estate, whole business securitizations, and collateralized fund obligations.

In leveraged and asset-based lending, the unitranche structure offers a sophisticated approach to allocating risk and return among lenders within a single credit facility. How do first out and last out arrangements work in practice, and what critical provisions should lenders negotiate to protect their interests? This analysis examines the mechanics, economic features, and key considerations that inform participation decisions in these increasingly popular financing structures.

As the fund finance market evolves beyond traditional single-tranche credit facilities, understanding the critical distinctions between lien subordination and payment subordination becomes essential for structuring complex financings.

European insurance regulators are proposing significant reductions in risk weights for securitisation investments, potentially opening new markets for US-style rated note transactions.

In recent years, we have seen a proliferation of financial products that link to the securities of unicorns. So, you might ask, now what? How will some of these work in practice?

Major U.S. banks continue reducing troubled commercial real estate loan exposure while CMBS lenders face margin pressure from market volatility. Meanwhile, data center developments are evolving into complex infrastructure plays constrained by power availability, and private credit markets show signs of stress that could restrict small business funding.

The US and European markets for collateralized loan obligation securities (CLOs) in 2025 carried the momentum of a robust 2024 through headwinds from tariff announcements...

The Securities and Exchange Commission has launched a comprehensive review of the Consolidated Audit Trail, questioning whether the system should continue in its current form after costs ballooned from an estimated $55.8 million to over $248 million annually. The concept release solicits public comment on fundamental aspects including governance structure, funding models, data collection scope, and whether the CAT should be eliminated entirely in favor of alternative audit trail systems.