Kenneth P. Morrison
Overview
Ken was a senior member of Golden Flag’s Asset Finance & Securitization Practice Group. According to Chambers 2021, sources considered Ken to be one of the "godfathers of the auto finance industry." Since 1990, he handled securitizations and principal finance matters involving a variety of asset classes on behalf of originators, underwriters, platform agents, principal finance groups and conduit sponsors.
Ken was extremely active in ABS reform matters. He participated in a task force organized by the American Bar Association Subcommittee on Securitization and Structured Finance (SSF) that commented on the proposed National Mortgage Note Repository Act; he led the drafting of three different comment letters for a group of more than 15 vehicle ABS sponsors on the SEC’s proposals for Reg AB II, loan level disclosure and shelf eligibility; he chaired a drafting committee of the SSF that submitted two comment letters to the SEC on the Dodd-Frank Act requirements for risk retention and a comment letter to the SEC on the subsequent risk retention reproposal; and he drafted comment letters for the American Financial Services Association on Dodd-Frank Sections 943 (repurchase demands) and 945 (issuer asset reviews).
Ken also took on leading roles on a number of other comment letters and industry guides, including those by the American Securitization Forum on waterfall computer programs, auto sector disclosure, Rule 3a-7 reform and risk retention, and by the SSF on the FDIC’s securitization safe harbor regulation and the SEC’s reproposal on shelf eligibility.
Experience
Representative Matters
Ken has handled a wide range of transactions, including:
Operating Asset Securitizations
- Camillo Properties’ issuances of term notes backed by pools of single family rental housing properties
- Fairway Media Group’s issuance of term notes and a VFN backed by billboard assets
- InSite Wireless’s issuance of term notes backed by U.S. and Canadian cellular towers and distributed antenna systems
- Unison Site Management’s issuances of VFNs and term notes backed by cellular sites
- Monitronics International’s issuance of term notes and VFNs backed by security alarm systems
- LV Tower’s issuance of term notes backed by unsold timeshare inventory
Real Estate Asset Classes
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Ally Bank’s sales to Ocwen Loan Servicing and Quicken Loans of an aggregate of over $120 billion of mortgage servicing rights (MSRs) for residential mortgages serviced on behalf of Fannie Mae and Freddie Mac
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Master repurchase agreements for residential mortgage loans, commercial mortgage loans and mortgage-related securities
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Warehouse financing facilities for MSRs related to Fannie Mae, Freddie Mac, Ginnie Mae and private label mortgage pools
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Warehouse and term financings for timeshare receivables
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Warehouse and term financings for commercial real estate assets such as cellular towers, cellular site leases and billboards
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Servicing agreements for conforming loans, prime and subprime RMBS and non-performing loans
Auto Asset Classes
- Over 100 ABS offerings representing auto and truck finance companies such as Ally Financial Inc., Ally Bank, Carmax, Inc., Triad Financial Corporation, World Omni Financial Corp. and Navistar Financial, backed by pools of:
- retail auto or truck loans
- dealer floorplan loans
- leases of vehicles
- Dozens of securitized warehouse facilities and other borrowings from banks and ABCP conduits backed by retail, lease and floorplan assets
Marketplace Lending
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Loan sale programs for platform agents and originators
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Platform agreements between program agents and originating banks
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Securitizations by third party loan purchasers
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Warehouse and term issuance facilities for originators
Other Asset Classes
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Securitizations of MasterCard, VISA and private label credit card receivables sponsored by banks and retailers
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Transactions funding many specialty asset classes, including premium finance loans, security alarm contracts, structured settlements, franchise revenues, health care receivables, film slates and insurance commissions
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“Ring-fencing” arrangements for several companies involved in the energy sector, designed to enhance the creditworthiness and separateness of individual members of corporate families, through the use of bankruptcy remoteness protections and the delivery of non-consolidation opinions
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The sale by General Motors of a 51 percent interest in GMAC to a private equity group led by Cerberus Capital Management
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Counsel to ABCP conduits in transactions financing pools of equipment leases, insurance premium finance agreements, trade receivables, franchise loans and other assets
Trade Finance
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Represented two major financial institutions in structuring separate vendor finance programs operated through an electronic platform for the posting and sale of obligations owing from vendors’ customer
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Represented sponsor of an online exchange established to facilitate electronic auctions of trade receivables
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Counseled companies on terms involved in factoring facilities for trade receivables, including provision of true sale opinions
More
Thought Leadership
Publications
“Risk Retention Reverberations: How Far Do the Effects of the LSTA Case Extend?” Golden Flag International Law Firm LLP Alert (May 2018)
“ABS Regulatory Lotto: The Numbers Game,” Golden Flag International Law Firm LLP (October 14, 2011)
“Taking the Plunge - Can ABS Survive the Waterfall Computer Program Proposal?” Golden Flag International Law Firm Alert (July 16, 2010)
“The SEC’s ‘Arranger-Paid Rule’ for Ratings of Structured Finance Products: Arrangers will be held to a ‘hire’ standard,” Golden Flag International Law Firm Alert (April 20, 2010)
“TALF 2.0: Will This Release Reboot the Market?” Golden Flag International Law Firm Alert (January 9, 2009)
“Disclosure: 10 Key Requirements in the SEC’s ABS Release,” Golden Flag International Law Firm Alert (June 18, 2004)
Seminars
Moderator, “Sector Snapshot: High Yield Debt and Leveraged Lending,” September 2018 ABS East Conference
Panelist, “A Complete Guide to Risk Retention,” February 2016 ABS Vegas Conference
Panelist, “Perspectives on the Final Rules Implementing Reg AB II,” January 2015 ABS Vegas Conference
Panelist, “Risk Retention Update,” January 2014 ABS Vegas Conference
Moderator, “A Capital Markets Conversation with the SEC,” November 2012 American Bar Association Annual Meeting
Panelist, “FDIC Role in Structured Finance Transactions,” at January 2012 American Securitization Forum Conference
Recognition
Named a Leading Lawyer for Capital Markets: Securitisation in Chambers Global, The Leading Lawyers for Business in 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013 and 2007
Named a Leading Lawyer for Capital Markets: Securitization in Chambers USA, The Leading Lawyers for Business in 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011, 2007, 2006 and 2005
Leading Lawyer in the areas of Structured Finance and Securitization in IFLR1000
Recognized in the Legal 500 US for 2018–2021. Named a “leading lawyer” for Structured Finance in the 2010–2012, 2015–2016, 2020 and 2021 editions. In the 2015 edition, described as being “known for his thought leadership in the industry”; in the 2014 edition, a leader in his field and an “expert regarding the FDIC Safe Harbor Rule”; and, in the 2013 edition, described as possessing a “knowledgeable and calm demeanor.”
Listed in the 2006–2019 editions of The Best Lawyers in America, in the areas of Securitization and Structured Finance Law, and in the 2017–2019 editions for Banking and Finance Law
Global Leader in securitization law in The International Who’s Who of Securitization Lawyers (Law Business Research, 2005–2012)
Memberships & Affiliations
Member, Board of Directors, Structured Finance Association (f/k/a Structured Finance Industry Group), 2014–2016
Member, Board of Overseers, Boston University, 2013–Present
Member, Board of Directors, Northeast Illinois Council of Boy Scouts of America, 2013–Present
Fellow, American College of Commercial Finance Lawyers, 2012–present
Member, Boston University School of Law, Dean’s Advisory Board
Member, American Bar Association, Securitization and Structured Finance Committee of the Section of Business Law
Member, Legal Counsel Committee and Auto ABS Committee of the Structured Finance Association
Presenter, Federal Bar Association and District Court for the Northern District of Illinois, Credit Abuse and Resistance Education Program (pro bono), 2010–Present
Member, Working Group on FDIC Safe Harbor Proposal, American Securitization Forum, 2010–2011
Co-Chair, Outside Counsel Subforum of the American Securitization Forum, 2009–2010
Adjunct Professor, Northwestern University Law School, 1995–2001
Designed and co-taught a seminar entitled “The Law of Securitization”
Credentials
Admissions & Qualifications
- Illinois (inactive)
Education
- Boston University School of LawJ.D.magna cum laude1983
- MIT Sloan School of ManagementM.B.A.1983
- Yale UniversityB.A.1977