TSI Training

22 February 2024

TSI Training

Legal & Documentation in Securitisation

The event
22. February 2024

True Sale International GmbH
Mainzer Landstraße 61
60329 Frankfurt

Participation fee
595 EUR TSI Partner
795 EUR for all other participants

The contribution of securitisations to financing the digital and sustainable transition in Germany and Europe has been discussed intensively in recent months. The same applies to the extensive regulation with the EU Securitization Regulation in force since January 1, 2019 and its numerous technical regulatory standards and guidelines.

But how does a securitisation actually work from a legal perspective, and how is it implemented in the sales prospectus, contracts and legal opinions of a specific transaction? We would like to get to the bottom of these questions in the new TSI training "Legal & Documentation in Securitisations".

Concrete transactions and their documentation will be analyzed with the following focus:

  • Overview of the various legal documents
  • From a first term sheet to the Black OC: Structuring process
  • Preparation and coordination process of the legal documentation with all transaction parties
  • Requirements for the special purpose vehicle - from jurisdiction to creation to liquidation
  • Case study: Offering circular and legal opinion of an Auto ABS transaction
  • Legal and structural particularities of leasing receivables
  • Legal opinions and contracts for trade receivables; international private law
  • Documentation for synthetic balance sheet securitisations

This TSI training with a very high practical relevance is aimed at all market participants who deal with the preparation, documentation review and analysis of securitization transactions in their operational business. The practical relevance arises for corporates and financial institutions as originators, arranging banks, rating agencies, investors and other service providers involved. Previous legal education of participants is not required.


8.45 – 9.00


9.00 – 9.15

Welcome by TSI and introduction
Jan-Peter Hülbert

9.15 – 10.25

Structuring a True Sale ABS Transaction
Barbara Lauer, Linklaters

  • Overview of different documents and Parties involved 
  • Structuring process from A to Z, starting with a term sheet to signing and closing 
  • Negotiations and drafting the transaction documentation 
10.25 – 10.45

Coffee break

10.45 – 11.30

SSPE Securitisation Special Purpose Vehicles
Dr. Martin Freytag, GSK Stockmann

  • Jurisdictions to choose
  • Insolvency remoteness, non petition and limited recourse 
  • Setting up, running and winding down an SSPE
11.30 – 12.45

Prospectus Directive & Offering Circular
Sebastian Oebels, Hogan Lovells

  • Prospectus directive – when and why do you need an OC 
  • Content and structure of the OC
12.45 – 14.15

Lunch Break

14.15 – 15.30

Lease Receivables – Legal peculiarities
Dr. Martin M. Geiger, HengelerMueller

  • Particular issues to consider in lease receivables
  • Information on ESG and sustainability
  • Key legal concepts in major jurisdictions
15.30 – 15.50

15.30 – 15.50

15.50 – 17.00

Trade Receivables - Legal Opinion and Documentation
Dr Arne Klüwer, Dentons

  • Legal Opinions in ABS transactions: addressees and scope
  • Specific features of trade receivables securitisations
  • Multi-jurisdictional transactions and legal opinions
  • Role and relevance of assumptions and qualifications  
17.00 – 17.45

Synthetic Balance Sheet Securitisation
Dr Stefan Henkelmann, Allen & Overy

  • Overview of structures and features 
  • Synthetic Excess Spread, Credit Events, Reporting
  • Investor involvement in structuring process
  • EIF/EIB program 
from 17.45

Get Together

Dr Martin Freytag
Senior Associate,
Dr. Martin Freytag is an associate at GSK Stockmann in Munich. He specializes advising banks, financial service providers, investment fund managers and institutional investors on financial and insurance regulatory issues; setting-up and structuring of financial instruments such as investment funds, securitisations, bonds, structured finance and mezzanine financing; capital market and stock exchange law as well as advising on electronic payment services. He is admitted to the Bar in Germany (2022) and speaks German, English and French. He is a member of the Bankrechtliche Vereinigung – Wissenschaftliche Gesellschaft für Bankrecht e.V. and publishes regularly.
Martin M.
Dr Martin M. Geiger

Dr Martin Geiger joined Hengeler Mueller in 1995 and became a partner in 2000.
He has a long-standing experience of advising banks, private equity funds and corporate clients on a broad range of complex transactions including structured financings, refinancing with commercial mortgage backed securities (CMBS), and real estate financings

His recent work includes the advice of a Swedish truck manufacturer on the secuiritisation of UK lease receivables, a German leasing company on the securitisation of French lease receivables and a German bank on the purchase of lease receivables in several European countries.

Martin Geiger studied law at the University of Munich and the University of Michigan Law School. He is regularly included in the most prestigious rankings on the German law firm market and described as a "Leading Advisor" in Structured Finance.
Dr Stefan Henkelmann
Partner, ICM
Allen Overy Shearman Sterling LLP
Stefan advises on a wide range of capital markets transactions with a focus on structured finance and debt capital markets. He specialises in advising on securitisations – covering true sale, secured loan and synthetic structures across a broad range of asset classes – and other structured finance and derivatives transactions including repackagings, secured notes, strategic equity and non-performing loan transactions. Another focus of his practice are bond transactions including Pfandbriefe, covered bonds, structured notes, hybrid and corporate bonds and bond restructurings. Stefan has also broad experience in advising on all related regulatory and insolvency law matters. He is widely recognised as one of Germany’s leading capital markets lawyers. Stefan works with major international clients, including banks, financial institutions, asset managers, corporates, originators and investors, across jurisdictions and in multiple sectors, including in particular financial services, real estate, infrastructure, energy and alternative investments. He is a lecturer for capital markets law at the Institute for Law and Finance of the Goethe-Universität Frankfurt am Main and a frequent author of publications on capital markets law topics and new and emerging developments in this field. Stefan frequently speaks at industry conferences and gives training sessions for clients and market participants.
Dr Arne Klüwer
Partner, Head of Banking & Finance Germany and Structured Finance Europe, Banking & Finance
Dentons Europe LLP
Dr Arne Klüwer works as a Partner for Dentons. He heads the German banking and finance practice and the structured finance practice in continental Europe. He specialises in structured finance and restructurings with a special focus on securitisation and factoring, asset-based lending, innovative financings as well as loan trading transactions. This includes wide-ranging experience in the securitisation of receivables originating from all traditional as well as more exotic asset classes, including trade receivables, secured and unsecured loans with various maturity profiles, lease receivables, hereditary building rights, consumer loans and telephone receivables. A presently especially relevant experience is his experience acting for an arranger and investor in the context of the structuring over the workout to the insolvency and the effects on a transaction for the securitisation of solar lease receivables originating from long-rental contracts over privately operated solar power plant installations in transactions with granular portfolios across all of Germany.

In addition, he has a strong focus on advising lenders and creditors in workout situations and in the context of restructuring distressed debt. His doctorate focusses on a comparative legal analysis of the legal framework for securitisations in the USA and in Germany and is one of the first academic writings on the subject of securitisation in Germany.
Barbara Lauer
Linklaters LLP
Barbara has specialised experience in debt capital markets products with a focus on asset-based structured finance, including, in particular, ESG transactions, project bonds, true sale and synthetic securitisation and other secured financing of various asset classes as well as derivatives. She is further specialised in portfolio and NPL transactions and their (re-) financing (in particular via structured finance solutions). Barbara is – as a former consumer litigator – an expert on German consumer credit law and leasing aspects.
She is rated as one of the most prominent female lawyers in IFLR1000 Women Leaders 2023, as one of the leading lawyers in the area of structured finance by JUVE 2023/24 and as one of the "Next Generation Partners" in Legal 500 Germany 2023 in the area of structured finance and securitisation. She is further listed as "Highly regarded" in IFLR1000 2023 in the field of structured finance and securitisation and Chambers Europe 2023 ranks her as one of the recommended lawyers for structured finance in Germany.
Sebastian Oebels
Counsel, International Dept Capital Markets,
Hogan Lovells International LLP
Sebastian Oebels advises national and international companies on German and international securitisations and other structured finance transactions. He focuses on all legal aspects of debt capital markets products including asset backed securitisations (STS and non-STS) as well as debt issuance programmes. In particular, Sebastian has gathered wide experience in advising banks, issuers and originators on auto loans/leases and trade receivables securitisations. Sebastian studied law at the University of Frankfurt am Main and works in the structured finance practice since 2015.



Do you have any questions about this event?

I would be happy to answer your questions!

Stella Dubielzig

Head of event management