David Cohen

DAVID COHEN advises leading financial institutions, asset managers, private capital providers, and other sophisticated market participants on structured finance transactions, complex capital solutions, and special situations. Drawing on more than 15 years of experience as outside counsel, in-house counsel, and a commercial principal, Dave brings a distinctive combination of legal sophistication, commercial judgment, creativity, and firsthand market experience to the structuring, negotiation, and execution of complex financing transactions.

Dave’s practice spans consumer, commercial, and esoteric asset classes and a broad range of financing structures, including warehouse and repurchase facilities, term securitizations, fund financings, and unsecured funding platforms. He also has extensive experience advising on distressed and special situations involving structured financings, including complex restructurings and bespoke capital solutions.

Before returning to private practice, Dave held senior investment management, finance, and legal roles, including serving as head of secured capital markets at a global investment and asset management firm. His experience as both an adviser and a commercial decision-maker gives him a nuanced and sophisticated understanding of how financing transactions are evaluated, structured, executed, and managed from multiple perspectives across the capital structure.

Dave is particularly adept at navigating transactions where competing commercial, legal, and structural considerations require innovative, practical solutions. He advises clients on balancing fundamental credit and structural protections, including asset isolation, collateral quality and control, servicing arrangements, and enforcement rights, with broader commercial objectives and transaction-specific tax, accounting, regulatory capital, and rating agency considerations. His approach combines rigorous legal analysis with a practical understanding of capital markets, enabling clients to anticipate challenges, evaluate trade-offs, and execute transactions that achieve their strategic and financing objectives.

Representative clients and financial products include:

• Issuer in rental car asset-backed financing platforms.
• Placement agent in the first-ever securitization of helium assets.
• Placement agent in the first-ever securitizations of non-operated and operated working interests in oil and gas assets.
• Collateral manager in CLO new issues, refinancings and resets, and warehouse facilities.
• Asset managers in structured warehouse facilities backed by middle market loans.
• Placement agent in novel CFOs.
• Hedge funds in structured warehouse facilities backed by marketplace loans.
• Investment banks in warehouse financings, whole loan flow purchase facilities, and term securitizations of residential solar loans and leases.
• Non-bank lenders in developing small business loan securitization platforms.
• Issuers and sponsors in trade receivables securitizations, including for distressed private equity portfolio companies seeking structured liquidity solutions.
• Insurance companies, including monolines, in the analysis, restructuring, and liquidation of pre-GFC CDO, ABS, RMBS, and CMBS exposures and related credit default swaps.
• Lehman Brothers throughout its bankruptcy in the analysis, restructuring, and unwinding of derivatives portfolios, including credit default swaps and interest rate and currency swaps.
• Mortgage originator and servicer in connection with global liability management strategy.
• Mortgage servicing advance funder in distressed situation.
• Large corporate conglomerate in settlement of mortgage origination related litigation, which settlement utilized structured finance techniques.
• Private equity sponsors and funds in the structured finance and derivatives aspects of acquisitions and portfolio investments.

The above matters were handled prior to joining Sidley.