# Structured finance review
> Source: https://legalcode.md/skills/legalcode-structured-finance-review | [HTML version](https://legalcode.md/skills/legalcode-structured-finance-review)

Review structured finance and securitization transactions — ABS (asset-backed securities), MBS (mortgage-backed securities), CLO (collateralized loan obligations), and other asset-backed structures.

Review structured finance and securitization transactions — ABS (asset-backed securities), MBS (mortgage-backed securities), CLO (collateralized loan obligations), and other asset-backed structures. Performs true sale analysis, bankruptcy remoteness assessment, SPV governance review, credit enhancement adequacy, waterfall mechanics verification, and regulatory compliance across Regulation AB II (US), EU Securitisation Regulation STS framework (EUSR 2017/2402), UK Securitisation Regulations 2024, and risk retention rules (Dodd-Frank 17 CFR Part 246 / EUSR Article 6). Covers rating agency legal opinion requirements and common transaction red flags. Use when reviewing securitization transaction documents (indentures, trust agreements, purchase agreements, servicing agreements, offering memoranda, CLO indentures), conducting legal due diligence on structured finance transactions, advising on regulatory compliance for structured products, or assessing the structural integrity of securitization vehicles (SPVs, SSPEs, trusts). Jurisdiction-aware across US, UK, and EU with localization markers.

This skill reviews structured finance transaction documents and structures for legal sufficiency, regulatory compliance, and common risk factors. It is designed for lawyers, structured finance counsel, compliance officers, and legal due diligence professionals working on securitization transactions. **Covers:** - Transaction structure identification (ABS, MBS, CLO/CLO arbitrage vs. balance sheet, CMBS, RMBS, CDO) - True sale and recharacterization risk analysis (US, UK, EU) - Bankruptcy remoteness assessment (SPV governance, separateness, non-consolidation) - Credit enhancement adequacy review (OC/IC tests, subordination, reserve funds, swap agreements) - Waterfall mechanics verification (payment priority, coverage tests, sequential vs. pro-rata) - Regulation AB II compliance (US — Reg. S-K Items 1100-1123, ABS-EE, CEO/CFO certification) - EU Securitisation Regulation / STS framework compliance (EUSR Reg. 2017/2402) - UK Securitisation Regulations 2024 compliance (UK SECN) - Risk retention analysis (US 17 CFR Part 246; EU EUSR Art. 6; UK SECN) - Rating agency requirements and required legal opinions - Red flag identification and deal-structural risk assessment - Servicer commingling, set-off, and counterparty risk analysis **Does not:** - Draft securitization transaction documents (see drafting-specific skills) - Provide investment advice or securities law opinions - Substitute for qualified structured finance counsel - Replace jurisdiction-specific regulatory approval or no-action processes This skill ...

## Jurisdictions

Global



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