Kenneth P. Morrison, P.C. - Partner

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Kenneth P. Morrison, P.C.

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Chicago
Phone: +1 312-862-2347
Fax: +1 312-862-2200
Overview News Events Publications

Professional Profile

Ken is a senior member of Kirkland’s dynamic Asset Finance & Securitization Practice Group, which has ranked as either the #1 or #2 Issuer’s Counsel for Asset-Backed Securities in the Thomson Reuters annual survey since 2010. Since 1990, he has 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 has been extremely active in ABS reform matters. 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 American Bar Association Subcommittee on Securitization and Structured Finance (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 has also taken 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.


Representative Matters

Ken has handled a wide range of transactions, including:

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

  • Loan sale programs for platform agents and originators

  • Platform agreements between program agents and originating banks

  • Securitizations by third party loan purchasers

  • Warehouse and term issuance facilities for originators

Real Estate Asset Classes

  • 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

  • Rule 144A offerings of RMBS backed by reperforming loans

  • Servicing agreements for conforming loans, prime and subprime RMBS and non-preforming loans

Other Asset Classes

  • securitizations of MasterCard, VISA and private label credit card receivables sponsored by banks and retailers

  • 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

  • “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

  • the sale by General Motors of a 51 percent interest in GMAC to a private equity group led by Cerberus Capital Management

  • counsel to ABCP conduits in transactions financing pools of equipment leases, insurance premium finance agreements, trade receivables, franchise loans and other assets

Trade Finance

  • 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

  • Represented sponsor of an online exchange established to facilitate electronic auctions of trade receivables

  • Counseled companies on terms involved in factoring facilities for trade receivables, including provision of true sale opinions


Memberships & Affiliations

Member, Board of Directors, Structured Finance Industry Group, 2014-present

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 Industry Group

Member, GSE Reform Task Force, Structured Finance Industry Group

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”


Other Distinctions

Named a Leading Lawyer for Capital Markets: Securitisation in Chambers Global, The Leading Lawyers for Business in 2016, 2015, 2014, 2013 and 2007

Named a Leading Lawyer for Capital Markets: Securitization in Chambers USA, The Leading Lawyers for Business in 2015, 2014, 2013, 2012, 2011, 2007, 2006 and 2005

Leading Lawyer in the areas of Structured Finance and Securitization in IFLR1000

Named a “leading lawyer” for Structured Finance 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”, in the 2013 edition, described as possessing a “knowledgeable and calm demeanor”. Leading lawyer in 2012, 2011, 2010. The Legal 500 U.S.

Listed in the 2006-2016 editions of The Best Lawyers in America, in the areas of Securitization and Structured Finance Law

Global Leader in securitization law in The International Who’s Who of Securitization Lawyers (Law Business Research, 2005-2012)


Publications

“ABS Regulatory Lotto: The Numbers Game,” Kirkland & Ellis LLP (October 14, 2011)

“Taking the Plunge - Can ABS Survive the Waterfall Computer Program Proposal?” Kirkland & Ellis Alert (July 16, 2010)

“The SEC’s ‘Arranger-Paid Rule’ for Ratings of Structured Finance Products: Arrangers will be held to a ‘hire’ standard,” Kirkland & Ellis Alert (April 20, 2010)

“TALF 2.0: Will This Release Reboot the Market?” Kirkland & Ellis Alert (January 9, 2009)

“Disclosure: 10 Key Requirements in the SEC’s ABS Release,” Kirkland & Ellis Alert (June 18, 2004)

“The Big Picture: 10 Key Concepts in the SEC’s ABS Release,” Kirkland & Ellis Alert (May 1, 2004)

“Observations on Effecting Your First Asset-Backed Securities Offering,” in Fabozzi (ed.), Accessing Capital Markets Through Securitization (2001)

“Appendix: Glossary of Frequently used Terms in Asset Securitization,” in Fabozzi (ed.), Accessing Capital Markets Through Securitization (2001)

(with Pantaleo (Reporter) and others) “Rethinking the Role of Recourse in the Sale of Financial Assets,” 52 Bsns. Lawyer 159 (1996)


Seminars

  • 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

  • Panelist, “Securitization – What’s Working, What’s Not, What’s in Peril,” at July 2011 American Securitization Forum Sunset Seminar, American Securitization Forum

  • Panelist, “Securitization Reform: Dodd-Frank Changes the Rules,” April 2011 Webinar, American Bar Association

  • Moderator, “Auto Loan and Lease ABS Sector Review,” at February 2011 American Securitization Forum Conference, American Securitization Forum

  • Moderator, “Retail Auto ABS Sector Review,” at January 2009 American Securitization Forum Winter Conference, American Securitization Forum

  • Panelist, “Retail Auto Lease, Fleet, Floorplan and Rental Car ABS Sector Review,” at January 2006 American Securitization Forum Winter Conference, American Securitization Forum

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