Rendering Structured Finance Opinions of Counsel: Substantive Consolidation, Authority to File Bankruptcy, and More

Mr. Antonoff represents banks, non-banks and other direct lenders, alternative investment funds, private equity firms, asset managers, trade creditors and other parties in bankruptcy proceedings and out-of-court workouts including restructuring illiquid assets such as art, real estate, aircraft, and marine. He has an active practice in litigation finance, advising funders on structuring and documenting transactions as well as navigating ethical and professional responsibility issues. Mr. Antonoff advises hedge providers on commodity derivatives under ISDA documentation arising in energy company bankruptcy cases. He also has significant experience in intercreditor disputes and defending parties in preference and fraudulent transfer litigation. Mr. Antonoff regularly publishes topical articles, speaks at legal education seminars, and provides commentary for print and broadcast media.

For over 25 years, Mr. Dubin served as Chairman of the firm’s Committee on Opinion Letters Rendered in Commercial Transactions. He regularly represents institutional lenders and borrowers in loan transactions (including financings of receivables for government contractors), restructurings of problem financings (he has appeared in bankruptcy court on behalf of both creditors and debtors), and asset securitizations. Mr. Dubin routinely delivers substantive non-consolidation opinions and true sale opinions in various structured financing transactions, both for clients for whom the firm is handling the underlying transactions and for clients of other firms that look to his for his specialized knowledge in these areas. He frequently lectures on commercial law topics, with specific emphasis on secured transactions, fraudulent conveyances, negotiable instruments, letters of credit, and other issues arising under the Uniform Commercial Code. Mr. Dubin is an Adjunct Professor at the George Washington University Law School, teaching Secured Transactions.

Mr. Wolson specializes in derivatives, structured finance/securitization, finance and securities matters. His experience includes asset-backed securities (ABS) of various types, collateralized loan obligations (CLOs), mortgage-backed securities (MBS), collateralized debt obligations (CDOs), credit default swaps (CDS), interest rate swaps, credit-linked notes (CLNs), repurchase ("repo") agreements and securities fraud. He is the former Chairman of the Structured Finance Committee of the New York City Bar Association and is often called upon to participate in or moderate various seminars. Mr. Wolson has served as expert witness and/or consultant in approximately 60 cases involving, among other things, securities of various types, including  CDOs and MBS; derivatives of various types, including CDS, interest rate swaps and currency swaps; legal malpractice and conflicts of interest; and loan agreements.