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.
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.