The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Tracy is a Senior Counsel in the structured finance practice, based in New York. Tracy concentrates her practice on representing underwriters, issuers, collateral managers and investors in both broadly syndicated and middle-market collateralized loan obligations (CLOs) and other structured products. Tracy also has experience with other asset backed securities transactions, including CRE CLOs, trade finance assets, auto, energy, commodity, property assessed clean energy (PACE) and railcar transactions. In addition to her firm experience, Tracy has nearly a year's experience in house on a client secondment for a major financial institution, pursuant to which she worked closely with in house counsel and traders with respect to a wide variety of transactional and regulatory matters.
Tracy is a member of the steering committees of both A&O's Asian Affinity Network and U.S. Women's Committee and is actively involved with the firm's diversity and inclusion efforts. Most notably, she has organized virtual re-enactment and panel discussions over the course of the past two years, one for the trial for the murder of Vincent Chin and another for the “Lewd Women” (Chy Lung v Freeman) trial, co-sponsored by the Asian American Bar Association of New York and A&O's Asian Affinity Network in 2020.
Ari Yannakogeorgos is an associate in the structured finance practice in New York. He advises U.S. and foreign companies acting as issuers, underwriters and collateral managers on a variety of Rule 144A and Regulation S transactions. His experience includes broadly syndicated, middle-market and commercial real estate collateralized loan obligations and leveraged loan warehouse facilities. Ari also advises on covered bond transactions, aircraft, auto and receivables financings, as well as asset-backed securities offerings across a wide variety of asset classes. He advises on regulatory matters relating to New York and federal securities law, covering Dodd-Frank and credit risk retention. Ari is also passionate about the intersection of law and finance with technology, and in particular, cryptocurrency and smart contract applications within the broader FinTech space. Prior to joining the firm, Ari worked in the supervision and investigations office of the European securities regulator.
Describe your practice area and what it entails.
We advise our clients in the structuring of securitization transactions of collateralized loan obligations, credit card receivables, consumer finance receivables, automobile loans and leases, dealer floor-plan receivables, equipment financing, intellectual property, mutual fund fees, litigation settlement fees, distressed assets, trade receivables, commercial real estate and residential mortgages.
What types of clients do you represent?
Underwriters, issues, asset managers, debt and equity investors.
What types of cases/deals do you work on?
Syndicated and middle market warehouses and collateralized loan obligations, structured loan facilities and other asset backed securities transactions. We also do a significant amount of work on trade and asset financing transactions, and work with one of the largest airlines in the world assisting them on financing transactions for their aircraft fleet.
How did you choose this practice area?
This practice involves working with and advising very sophisticated clients on structuring a transaction that will work for their particular needs, and a big part of this involved getting to know our clients’ businesses well and requires a sense of business acumen, as well as a very high level of competency on legal and regulatory issues.
What is a typical day like and/or what are some common tasks you perform?
Preparing transaction documents, interpreting and implementing investor requirements that are a condition of their participation in a transaction, calls with clients to provide advice or feedback, reviewing comments from rating agencies on structural aspects of the transactions we work on, as well as reviewing comments from opposing counsel. Outside of the strict legal work, an important part of our work includes networking and cultivating client relationships as well as meeting new potential clients, and keeping up with the latest legal developments and contributing to the firm culture through organizing and participating in DEI events.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Although securities law and secured transaction classes may be helpful for background knowledge, no prior training, classes or experience are required. We teach and integrate our new joiners through both formal trainings (such as CLEs from our team members) and daily mentoring while working through a transaction.
What is the most challenging aspect of practicing in this area?
The most challenging aspect is the various moving parts of our transactions. Some transactions may be complex, yet fast-paced. There are constantly new developments in our practice area, from a business perspective and legal perspective. We have to keep apprised of these new developments and often are asked by our clients to provide our thoughts and feedback. In addition, when acting as counsel that is responsible for the overall deal, we have to balance multiple interests from the various transaction parties and work with rating agency criteria in order for all parties to have their desired outcome.
What is unique about your practice area at your firm?
In our practice area, we represent all the main interests in the transaction, from the issuers to the asset managers and debt and equity investors. We are therefore able to value and appreciate all the competing interests, providing a unique perspective that others do not have. This type of work is both interesting and highly intellectually challenging because it requires attorneys to be engaged in a very delicate balancing act between different parties which have different views and requirements (sometimes even internal differences that we have to take into consideration).
What kinds of experience can summer associates gain at this practice area at your firm?
Summer associates are able to gain a lot of substantive experience in our practice area and are exposed to a large number of our clients over the course of the summer. They are given drafting assignments on several of our documents that need to be signed as part of our transactions, and may also be asked to liaise directly with our clients and other parties. All of their contributions will be directly relevant to the transaction, and they will be given responsibility on a variety of transaction workstreams in the same way that a first year associate would.
What are some typical career paths for lawyers in this practice area?
Those who do not choose to continue at a firm have many opportunities to go to a client as in-house counsel, to regulators or to rating agencies. In addition, since our practice involves learning the business of our clients, there are also a number of opportunities to move on to funds, banks and other companies in a business capacity rather than legal.