Kenneth P. Morrison, P.C. 
Professional Profile
Ken is the partner in charge of our dynamic Asset Finance & Securitization Practice Group, which has ranked as either the #1 or #2 Issuer's Counsel for Asset-Backed Securities in The American Lawyer's annual "Corporate Scorecard" and 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, 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 a comment letter to the SEC on the Dodd-Frank Act requirements for risk retention and a comment letter to the SEC on the subsequent risk retention proposal; 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, including those by the American Securitization Forum on waterfall computer programs, auto sector disclosure and Rule 3a-7 reform, and by the SSF on the FDIC's securitization safe harbor regulation and the SEC's reproposal on shelf eligibility.
Ken represented the American Securitization Forum in connection with the submission of a comment letter on their behalf to the New York Banking Department regarding Article 11-B of the New York Banking Law.
Ken has been recognized by his peers as a leader in asset finance and securitization in several surveys:
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Named a Leading Lawyer for Capital Markets: Securitization in Chambers USA, The Leading Lawyers for Business in 2012, 2011, 2007, 2006 and 2005
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Leading Lawyer in the areas of Structured Finance and Securitization in IFLR1000
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Described as possessing a "knowledgeable and calm demeanor" in the 2012 edition, a leader in his field "with immense industry knowledge" in the 2011 edition and a veteran of auto and truck finance in the 2010 edition of The Legal 500 U.S.
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Listed in the 2008-2013 editions of The Best Lawyers in America, in the areas of Banking Law and Structured Finance Law
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Global Leader in securitization law in The International Who's Who of Securitization Lawyers (Law Business Research, 2005-2012)
Representative Matters
Asset Finance & Securitization
Ken has represented originators, underwriters and conduit sponsors in transactions such as:
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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:
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retail auto or truck loans
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dealer floorplan loans
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leases of vehicles
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balloon loans
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Over 30 ABS offerings as designated counsel to underwriters and initial purchasers in ABS offerings by Ford Credit, GMAC, First Security Bank and DriveTime Automotive
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Dozens of securitized warehouse facilities and other borrowings from banks and ABCP conduits backed by retail, lease and floorplan assets, including:
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$15 billion joint facilities for Ally Financial and Ally Bank to finance multiple asset classes
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Single seller conduit programs for several sponsors
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ABCP conduit financing of residual interests in large securitization trusts
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leveraged sale-leasebacks of automobiles subject to consumer leases with interim funding of the debt portion through commercial paper conduits and subsequent refinancings of the debt in the Rule 144A asset-backed note market
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establishment of titling trusts for captive finance subsidiaries and for banks
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transactions funding many specialty asset classes, including premium finance loans, security alarm contracts, structured settlements, franchise revenues, film slates and insurance commissions
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securitizations of MasterCard, VISA and private label credit card receivables sponsored by banks and retailers
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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 auto leases, equipment leases, timeshare loans, insurance premium finance agreements, trade receivables, franchise loans and other assets
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liquidity facilities for multi-seller ABCP conduits for pools of rental cars, high yield bonds and other assets
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monetization of retained subordinated interests in credit card receivables master trust through issuance of trust certificate backed notes, followed by registered exchange offer for notes
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collateralized debt obligation offerings
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warehouse facilities for residual interests in securitization trusts, equipment leases, timeshare loans, vehicle receivables, charged-off credit card receivables, residential mortgages, and health care receivables
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two series of credit card receivable-backed certificates totaling $750 million utilizing private label credit card receivables originated by Household International subsidiaries
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single-seller asset-backed commercial paper facilities established to finance trade receivables generated by a consumer products manufacturer and wholesale and retail vehicle receivables generated by a finance company
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private offerings of asset-backed securities using lease receivables, trade receivables, equipment loans, health care receivables, credit card receivables and retail installment sales contracts for vehicles
Trade Finance
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Represented major financial institution in structuring vendor finance program operated through an electronic platform for the posting and sale of obligations owing from vendors' customer, with funding provided by third party ABCP conduit, with liquidity provided through credit default swaps
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Represented commercial bank as ABCP conduit sponsor in securitizations of trade receivables originated by customers in industries such as oil and gas production, greeting cards, glass manufacturing and auto parts production
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Represented originators in structuring securitized term loans and variable funding facilities backed by trade receivables in industries such as automotive batteries, security services, stationery and corrugated packaging materials
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Counseled companies on terms involved in factoring facilities for trade receivables
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Represented financial institution in creation of vendor finance program funded by client's ABCP conduit program
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Represented originators of trade receivables in securitizations with ABCP conduits in industries such as housecleaning services, auto parts, automobile manufacturing and chemicals, including several pan-European receivables facilities
Principal Finance
Ken has represented asset sellers and principal finance groups in a variety of structured transactions, including:
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the agreement by Ally Financial Inc. to sell up to $55 billion of retail auto loan contracts to Bank of America
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purchases, sales and financings of pools of credit card receivables on behalf of merchant banks
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the restructure of an unsecured credit facility to an $11.4 billion senior secured revolving facility
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senior acquisition financing loans secured by acquired pools of receivables:
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charged-off consumer loans
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consumer Ch. 11 and Ch. 13 receivables
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subprime auto receivables
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distressed commercial and industrial loans
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railcars and related leases
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warehouse facilities for originators of subprime auto loans
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financings of residual interests in securitization trusts holding auto loans, credit card receivables and other assets
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whole loans sales of pools of prime auto receivables, credit card accounts and subprime auto receivables
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mezzanine financing of pools of receivables
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equity interests in originators and profit-sharing in pools of receivables
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purchases of pools of home security alarm contracts
Memberships & Affiliations
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, Outside Counsel Subforum of the American Securitization Forum
Presenter, Federal Bar Association and District Court for the Northern District of Illinois, Credit Abuse and Resistance Education Program (pro bono), 2010-2011
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
Member, Dodd-Frank Task Force, American Securitization Forum
Member, Auto Issuer Subforum, American Securitization Forum
Adjunct Professor, Northwestern University Law School, 1995-2001
Designed and co-taught a seminar entitled "The Law of Securitization"
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
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
Moderator, "Securitization Squares: The Retail Auto Loan Edition," at September 2005 and February 2005 Summits on Asset Securitization, sponsored by Information Management Network
Moderator, "Jeopardization! The Retail Auto Loan Edition," at February 2004, October 2003, February 2003 and October 2002 Summits on Asset Securitization, sponsored by Information Management Network
Panelist, "Investor and Market Issues in Securitization," January 2004 American Securitization Forum Winter Conference, American Securitization Forum
Moderator, "Securitizations in Bankruptcy," at February 2003 Asset Securitization Symposium, sponsored by Strategic Research Institute
Moderator, "Who Wants to be a Billionaire (Securitizer of Retail Auto Loans)," at February 2002, February 2001 and October 2000 Summits on Asset Securitization, sponsored by Information Management Network
Moderator, "Auto Lease Securitization," February 2002, 2001, 2000 and 1999 at annual Asset Securitization Symposium, sponsored by Strategic Research Institute
