Structure, documentation and execution
Securitisation is the most documentation-intensive form of financing there is. A transaction that looks simple on one page — receivables move from originator to SPV, the SPV issues notes — involves dozens of interlocking documents in which a single inconsistent definition can undermine a rating, a true sale opinion or STS status.
I work on these transactions on both the originator and the arranger side, and as interim Head of Legal at a European lender I have seen from the inside what it takes to build and run a securitisation programme out of a lending business: not only the documentation, but the data flows, the servicing processes and the reporting obligations that recur every month thereafter.
Transaction types
ABS
Asset-backed securities over consumer credit, SME loans, auto leases, trade receivables and equipment portfolios.
RMBS
Residential mortgage-backed securities, including Dutch mortgage-specific features and foundation structures.
CLO
Collateralised loan obligations and portfolios of syndicated loans.
Warehouse
Warehouse facilities and revolving purchase structures as a route to a take-out securitisation.
Private / bilateral
Privately placed securitisations and forward flow arrangements with one or a few investors.
Other structured finance
Structured financings that borrow securitisation technique without a classic ABS form.
Where the legal risk sits
- True sale and transferability. Does the assignment work under Dutch law, and what do assignment prohibitions, set-off rights and originator insolvency risk do to the portfolio? Silent assignment raises the further question of when and how notice is given.
- Bankruptcy remoteness. Foundation boards, orphan structures, limited recourse and non-petition provisions — and whether the structure holds up under stress.
- Risk retention. The 5% requirement under article 6 of the Securitisation Regulation (EU 2017/2402): who holds the retention, which of the five modalities applies, and how that is documented and demonstrably maintained.
- Transparency and reporting. Article 7 obligations, investor reporting, the securitisation repository, and who operationally carries the reporting burden.
- STS qualification. Whether the transaction can achieve simple, transparent and standardised status, what that means for investors' capital treatment, and what the structure must concede to get there.
- Servicing and back-up servicing. Servicing agreements, servicer replacement triggers, data room and data transfer arrangements.
- Security and waterfall. The security trustee arrangement, parallel debt, and the priority of payments pre- and post-enforcement.
Documentation
Receivables purchase agreements, servicing agreements, trust deeds and note conditions, security trust deeds and Dutch deeds of pledge, account bank and cash management agreements, subscription agreements, agency agreements — and the accompanying Dutch law legal opinions on capacity, enforceability and true sale. Alongside that, coordination with rating agencies, auditors and tax advisers, and management of the CP list through to closing.
How it connects
Securitisation rarely stands alone. The underlying portfolio comes from lending that is itself documented — see LMA loan documentation — and the originator must be demonstrably in control of onboarding and client due diligence before an arranger or investor takes comfort; see compliance and KYC/CDD. For institutions that need a senior lawyer to stand up a programme, interim support is often the practical route.