Stephen S. Kudenholdt

Partner

Steve Kudenholdt is co-chair of SNR Denton's Capital Markets practice.

His areas of practice include residential and commercial mortgage-backed securities, and other asset-backed securities (ABS), primarily focusing on residential mortgage loan securitization as well as resecuritization transactions involving various classes of mortgage-backed securities (MBS).

Steve has helped develop many transaction structures and formats that have become industry standards, including shifting interest subordination techniques.

He represents issuers, underwriters, loan sellers and other entities in public offerings and private placements.  Steve's recent transactional work includes representing both issuers and underwriters in the securitization of distressed assets by federal agencies.

Recently, Steve served as counsel to the American Securitization Forum in the preparation of their letter to the SEC addressing proposed regulations for credit rating agency reform.  Steve has served as a member of the Board of Directors of the American Securitization Forum. 

Steve is a frequent writer and public speaker on regulatory developments affecting securitizations.

He was formerly with the law firm of Thacher Proffitt & Wood LLP.

Representative Experience

• Served as counsel to the American Securitization Forum in the preparation of their letter to the SEC addressing proposed regulations for credit rating agency reform.
• Served as counsel to SIFMA and prepared their comment letter to the SEC regarding new regulations proposed for asset-backed securities.
• Represented a major residential mortgage loan conduit in connection with shelf registration statement filings and numerous public offerings of MBS and ABS, using a wide variety of credit supports and multiple class structures. Stephen represented this client in its first revolving securitization of open-end home equity loans, using a novel structure developed for the issuer.
• Represented clients in a number of offshore resecuritization transactions.
• Represented several major investment banks in a wide variety of mortgage securitization transactions, including subprime and home equity loans, commercial and multifamily mortgage loan securitizations, flow delivery programs, repo programs and joint ventures.
• Represented the FDIC as receiver and guarantor in connection with the issuance of approximately $1.8 billion of FDIC Structured Sale Guaranteed Notes, Series 2010-S1. It was one of four FDIC deals that collectively won the "US Securitization" category for 2010, as published by Credit magazine in their "Deals of the Year 2010" edition.
• Assisted clients with developing a variety of new products and structures, including an insured trade receivables program for U.S. exports to Mexico, a collateralized bond obligation (CBO) transaction backed by MBS and ABS, techniques for using derivatives in structuring MBS and ABS, and synthetic risk transfer transactions involving consumer receivables.

Awards

• Ranked in Band 1 for "Capital Markets: Securitisation--National" in the Chambers USA for both 2010 & 2011
• Ranked in Band 2 for "Capital Markets: Securitisation--National," published by Chambers USA 2009
• Super Lawyers Metro Edition 2008, in the section of "Securities and Corporate Finance," published September 2008 by Law and Politics, a peer review publication
• The Best of the Best 2008, in the section of "Structured Finance and Securitization" worldwide, published May 2008 by Legal Media Group
• The Best of the Best USA 2008, in the section of "Structured Finance and Securitization," published May 2008 by Legal Media Group
• Ranked in Band 2 for "U.S. Capital Markets: Securitisation," published by Chambers Global 2008
• New York Super Lawyers, in the section of "Securities and Corporate Finance," published September 2007 by Law and Politics, a peer review publication
• 2007 New York Area's Best Lawyers, in the section of "Structured Finance," New York Magazine, a peer review publication
• International Financial Law Review's 2007 Guide to the Leading Structured Finance and Securitization Lawyers, a peer review publication
• The Legal 500 2007, in the section of "Securitization and Derivatives," a peer review publication

Organizations

• American Bar Association: Federal Regulation of Securities, Structured Finance Subcommittee
• Securities Industry and Financial Markets Association (SIFMA): MBS/ABS Legal Advisory Committee, American Securitization Forum
• RMBS Issuer Subforum (2009-2010): Legal and Regulatory Subcommittee, Legislative and Judicial Subcommittee

Publications

• "The Massachusetts Supreme Judicial Court Foreclosure Decisions: The Impact on the Securitization Documentation Process," The Banking Law Journal, March 2011
• “Commentary on Transfers of Mortgage Loans to RMBS Securitization Trusts,” SNR Denton Client Alert, October 18, 2010 (published in multiple locations)
• “Summary and Analysis of the Effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act on the Securitization Industry,” SNR Denton Client Alert, August 9, 2010 (published in multiple locations)
• “Financial Regulatory Reform Conference Report Adopted; U.S. house and Senate to Now Consider,” SNR Denton Client Alert, June 25, 2010
• Senate Passes Its Version of Financial Regulatory Reform Legislation,” SNR Denton Client Alert, May 21, 2010
• “Proposed Revisions to Regulation AB and Rules Governing Structured Finance Products,” SNR Denton Client Alert, May 14, 2010 (published in multiple locations)
• “Chairman Dodd Releases Revised Financial Regulatory Reform Bill,” SNR Denton Client Alert, March 15, 2010
• "Impact of the Homeowner Affordability and Stability Plan on Securitization Transactions," SNR Denton Client Alert, June 8, 2009
• "Term Asset-Backed Securities Loan Facility (TALF) Expanded to Cover Legacy CMBS," SNR Denton Client Alert, May 27, 2009
• "Term Asset-Backed Securities Loan Facility (TALF) Expanded to Cover CMBS," SNR Denton Client Alert, May 4, 2009
• "Legacy Loans Program: Comment Letter to the FDIC," SNR Denton Client Alert, April 13, 2009 
• "Summary and Analysis of the Public-Private Investment Program," SNR Denton Client Alert, March 27, 2009
• "SEC CRA Re-Proposed Amendments: Joint Letter from ASF and SIFMA," SNR Denton Client Alert, March 26, 2009
• "ASF Streamlined Foreclosure and Loss Avoidance Framework," Thacher Proffitt Structured Finance Notes, Dec. 21, 2007
• "Disclosure of Loan-Level Information to Investors: Securities and Privacy Law Concerns," Global Securitization and Structured Finance 2007, June 1, 2007
• "Disclosure of Loan Level Information to Investors," Thacher Proffitt Structured Finance Notes, Jan. 29, 2007

Presentations

• Speaker, "New Rating Agency Rules for Due Diligence and What They Will Mean to Lenders and Issuers," MBA's National Secondary Market Conference & Expo 2011, New York, May 3, 2011
• Speaker, “Regulation AB II and Esoteric ABS Part I,”  PLI Program, New York, December 2-3, 2010
• Speaker, “Focus on Residential Mortgages - Bringing Clarity to the Foreclosure Debate and Providing Insights on Federal and State Investigations,” SNR Denton Webinar, November 1, 2010
• Speaker, “Securitization - Lenders and the “New Regime”,” Association of Commercial Finance Attorneys, New York, October 26, 2010
• Speaker, "A Legal Perspective on Foreclosure Moratoria and Put-Backs," Barclays Capital call, October 15, 2010
• Panelist, “US Regulatory Developments and the Impact on Structured Finance,” IMN’s 2010 ABS East Conference, Miami, October 4, 2010
• Speaker, “FDIC Securitization Safe Harbor - Summary and Reaction to May 11 NPR,” ASF Sunset Seminar, May 12, 2010
• Panelist, “Regulatory and Practice Developments in Securitization,” SNR Denton Event Financial Reform and Regulatory Developments for the Capital Markets, New York, May 20, 2010
• Moderator, "The End of Government Securitization Programs--How Will the Private Markets React?" American Securitization Sunset Seminar, New York, NY, March 24, 2010
• Speaker, "Aligning Incentives in RMBS Deal Structures," 2010 American Securitization Forum, February 2, 2010
• Speaker, "New Developments in Securitization 2009," a PLI Program, New York, December 3-4, 2009
• Panelist, "Projecting the Future Regulation of Securitization," IMN's 2009 ABS East Conference, Miami, October 26, 2009
• Panelist, "The Next Phase of the Financial Crisis: Insights from the Front Lines," an SNR Denton Event, Chicago, July 23, 2009 Moderator, "Loan Modifications: Changes, Challenges and Opportunities Facing Participants in Residential Mortgages," an SNR Denton Event, New York, June 10, 2009
• Testimony before the Subcommittee on Domestic Policy of the Committee on Oversight and Government Reform, "Is Treasury Using Bailout Funds to Increase Foreclosure Prevention, as Congress Intended?" Washington, DC, Nov. 14, 2008
• Speaker, "Developments in Legislation, Regulation and Market Standards," Practising Law Institute's New Developments in Securitization, New York, Dec. 5, 2008
• Speaker, "Accounting Standards Revisions and Credit Rating Agency Reform," IMN's 2008 ABS East Conference, Hollywood, Fla., Oct. 20, 2008
• Speaker, "Future of Mortgage Financing," Practising Law Institute, Subprime Institute 2008, New York, Sept. 23, 2008
• Speaker, "Housing Crisis and Lending Reform: Legislative and Regulatory Developments," Thacher Proffitt Legal Update Seminar, New York, May 1, 2008
• Speaker, "Securitization Issues: Mortgage-Backed Securities and Collateralized Debt Obligations," Practising Law Institute's "Subprime Credit Crisis: Everything You Need to Know Now," New York, Mar. 5, 2008
• Speaker, "Mortgage Servicing and Loss Mitigation," ASF 2008, Las Vegas, Feb. 3, 2008
• Speaker, "Securities Offering Reform and Its Impact on Securitization," New Developments in Securitization 2007, New York, Nov. 29-30, 2007
• Speaker, "MBS / Structured Products," SIFMA's Fixed Income Legal and Compliance Conference, New York, June 13, 2007
• Panelist, "Regulation AB: Recap of Lessons from Year 1," Mortgage Banker's Association's National Secondary Market Conference, New York, May 20-23, 2007
• Speaker, "Subprime Mortgage Loss Mitigation Strategies--What's Working?" ASF Sunset Seminar, ASF Headquarters, New York, May 16, 2007
• Speaker, "Assessments of Servicing Compliance and Accountants' Attestations: Reports from the Battlefield and Lessons Learned," Reg AB 2007: Lessons Learned in Servicer Assessment, Static Pool Data and More, New York, Apr. 11, 2007
• Moderator, "Loan Level Information Disclosure," ASF 2007, Las Vegas, Jan. 30, 2007

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