Ellen L. Marks

  • Partner
  • Eellen.marks@lw.com
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
  • T +1.312.876.7626
  •  
 

Profile

Ellen Marks is a partner and a member of the Corporate and Finance Departments of Latham & Watkins. Ms. Marks handles complex and innovative financial transactions and restructurings with a particular focus on securitization and structured finance. She has extensive experience with credit card securitizations and other transactions related to credit cards, including establishing co-brand credit card programs for retailers and negotiating holdback and other terms for card processing agreements in the travel industry. She also handles financial regulatory matters, with an emphasis on swap regulations and securitization regulations, and has extensive knowledge of the federal securities laws, the federal banking laws, and their related regulations, including changes resulting from the Dodd-Frank Act.

Ms. Marks is active in the Business Law Section of the American Bar Association (ABA), recently serving as Chair of the Committee on Securitization and Structured Finance. She has chaired the drafting committees for numerous ABA projects and comment letters, including preparing the ABA White Paper on Securitization in the Post-Crisis Economy and comment letters to the Federal Deposit Insurance Corporation on its proposed securitization safe harbor and to the SEC on its proposed significant revisions of Regulation AB. Ms. Marks also recently served as Co-chair for the Securitization Financial Industry Group’s legal counsel committee.

Experience

Ms. Marks' transactional experience includes:

  • Credit card securitizations: Acting as issuer’s counsel for credit card-backed securities denominated in United States dollars and in foreign currencies, including public, private and off-shore transactions, single-seller credit card-backed commercial paper programs, short-term certificate programs, and bank conduit transactions. Ms. Marks’s work includes leading the restructuring of a major securitization platform by establishing a “de-linked” note issuance structure as the primary issuance vehicle for the program.
  • Private label and co-brand credit card programs: Acting as retailer’s counsel in connection with establishing new private label and/or co-brand credit card programs and in connection with the transition of an existing program to a new issuing bank. Retail clients include Boscov’s Department Stores, Ulta Beauty, and Boot Barn. Ms. Marks also renegotiated the United Mileage Plus co-brand card program on behalf of the bank during the United Airlines bankruptcy and advised on the sale of the Cabela’s bank and its related securitizations in connection with the acquisition of Cabela’s by BassPro.
  • Collateralized debt obligations: Acting as deal counsel, underwriters’ counsel, and collateral manager’s counsel in numerous cash flow and synthetic CDOs
  • Trade receivables securitizations: Acting as seller’s counsel for domestic and cross-border transactions involving US, Canadian, and European originators, banks, and special purpose vehicles
  • Repackaging transactions: Acting as issuer’s and investor’s counsel in numerous public and private structured debt and ABS repackagings
  • Restructuring transactions: Representing banks, thrifts, and other entities in resolving their interests in or restructuring failed structured investments and pools of classified assets.
  • Ms. Marks has represented asset managers in connection with the acquisition of pools of receivables originated on marketplace lending platforms and has advised such platforms on issues including “true lender” concerns.

Ms. Marks also has experience in public debt financings, bank note issuance programs, commercial paper, and extendible commercial note programs, bank financings, card processing agreements, receivables servicing agreements, general public company representation, mergers and acquisitions, derivatives, bankruptcies, and cross-border restructurings.

Thought Leadership

  • LIBOR Discontinuation and Transition — What Investment Managers Should Know -  August 20, 2019
  • Application of the US Risk Retention Rules to "Indenture-Style" Cellular Tower Securitizations -  May 12, 2017
  • CFTC Uncleared Swap Margin Rules to Take Effect in September -  February 19, 2016
  • Derivatives Regulation Five Years After Dodd-Frank -  December 02, 2015
  • Prudential Regulators Are First to Finalize Uncleared Swap Margin Rules -  November 20, 2015
  • CFTC Proposes Cross-Border Application of Margin Requirements for Uncleared Swaps -  August 13, 2015
  • Regulation SBSR: The Compliance Guide to Reporting Security-based Swaps -  March 24, 2015
  • UPDATE: Swap Dealers Will Face Significant Challenges from Reproposed Margin Rules for Uncleared Swaps -  January 26, 2015
  • Swap Dealers Will Face Significant Challenges from Reproposed Margin Rules for Uncleared Swaps -  January 08, 2015
  • Final US Risk Retention Regulations Will Affect CLOs: Preliminary Thoughts On The New Regime -  October 24, 2014
  • SEC Finalizes Partial Framework for the Cross-Border Application of its Derivatives Regulations -  July 31, 2014
  • CFTC Hosts End-User Roundtable  -  April 24, 2014
  • Volcker Rule: An Initial Look at Significant Changes -  December 23, 2013
  • CFTC Re-Proposes Position Limits Rule and Proposes Revised Aggregation Requirements -  December 18, 2013
  • The Final Municipal Advisor Rule: Navigating the Minefield -  November 22, 2013
  • CFTC Issues Guidance, Exemptions In Advance of SEF Rule Compliance Date -  October 17, 2013
  • CFTC Issues its Last Word on the Cross-Border Application of Derivatives Regulations (For Now) -  July 25, 2013
  • CFTC Issues Series Of No-Action Letters As Compliance Deadlines Approach -  July 02, 2013
  • CFTC’s Clearing Deadline May Loom for Certain REITs -  June 07, 2013
  • CFTC Adopts Long-Awaited SEF Rule and Other Swaps Trading Rules -  June 04, 2013
  • Compliance Deadline Approaches for Leveraged Lending Final Guidance -  May 10, 2013
  • Affiliated Entities Find Little "Relief" from CFTC on Inter-Affiliate Swaps -  April 29, 2013
  • Regulation of Foreign Currency Transactions: The Intersection of the Treasury Determination, Swaps Regulation and the Retail Foreign Exchange Rules -  February 13, 2013
  • CFTC Issues Further Guidance for Cross-border Swaps -  January 18, 2013
  • US CFTC and EU Regulators Compliance Deadlines on Swap Regulations -  January 16, 2013
  • CFTC Issues a Flurry of No-Action Letters and Guidance as New Swap Regulations Become Effective -  November 06, 2012
  • Final Rule Issued Defining Certain Swap Products -  September 19, 2012
  • Swap Regulations: What End-Users Need to Know -  September 19, 2012
  • CFTC Issues New CPO and CTA Regulations -  August 20, 2012
  • CFTC Issues Proposed Interpretation of US Swaps Regulations -  July 07, 2012
  • The CFTC and SEC Finalize Swap Entity Definitions -  June 20, 2012
  • Final CFTC Rules Maintain Limited Trading Exemptions But May Require Many More Investment Advisers to Investment Funds to Register as CPOs and CTAs -  March 2, 2012
  • Commodity Futures Trading Commission “Pro Forma” Proposed Rules July 2011 -  July 6, 2011
  • Basel III: A New Environment for International Banks -  February 3, 2011

Presentations

  • Derivatives Market – 2015 Year in Review: A Summary -  December 09, 2015
  • Derivatives Market – 2015 Year in Review: Webcast -  December 09, 2015
  • Understanding Basel III -  June 25, 2014

“Highly rated for innovative solutions in restructuring financial products and expertise in regulatory matters”

 

The Legal 500 2011
Bar Qualification
  • Illinois
Education
  • MFA, Vermont College, 2002
  • JD, University of Michigan Law School, 1991
  • BA, Northwestern University, 1988
Industries
  • Energy & Infrastructure
  • Financial Institutions
Practices
  • Structured Finance
  • Capital Markets
  • Public Company Representation
  • Restructuring & Special Situations
  • Financial Regulatory