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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2563
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Paul N. Watterson, Jr. is a partner in the New York office and co-head of the Structured Products & Derivatives Group. He concentrates on structured product and derivative transactions, the formation and representation of credit funds, and capital markets regulation. Paul is counsel to many participants in the securitization, credit and derivatives markets. He represents underwriters, issuers and managers in structured financings, including collateralized loan obligations (CLOs). He is involved in many structured finance transactions that use credit derivatives, including regulatory capital transactions and repackagings. Schulte Roth & Zabel is widely acknowledged as having the nation’s premiere investment management practice, and Paul advises many private investment funds and other alternative investment vehicles on their transactions in derivatives, portfolios of loans, asset-backed securities and CDOs. He has also been active in the creation of derivative products that reference hedge funds.
Paul is listed in Chambers USA, The Legal 500 United States, The Best Lawyers in America, New York Super Lawyers, IFLR Guide to the World’s Leading Structured Finance and Securitisation Lawyers and IFLR Guide to the World’s Leading Capital Markets Lawyers. After earning his A.B., cum laude, from Princeton University, Paul was an officer at the Chase Manhattan Bank in New York and London. He received his J.D., magna cum laude, from Harvard Law School where he was an Editor of the Harvard Law Review. Paul served as a law clerk to the Honorable Leonard I. Garth, U.S. Court of Appeals for the Third Circuit, and then as Assistant to the Mayor of the City of New York. A frequent speaker on securitization, derivatives and regulatory issues, Paul is a regular presenter at Structured Credit Investor, American Securitization Forum and other major industry events. He is also widely published, his articles having appeared in Alternative Investment Quarterly, Futures and Derivatives Law Report, Securities & Commodities Regulation, Derivatives Week, Credit and International Financial Law Review, among other publications.
Selected Representations
Representation of investment funds and dealers in derivative products.
Representation of fund managers in the formation of funds.
Representation of underwriters, issuers, credit enhancers and investment managers in securitizations (including CLOs and CBOs) and structured financings.
Selected Publications
“Dodd Frank – One Year On,” VC Experts, September 2011 (co-author)
“SEC Proposal on Prohibition Against Conflicts of Interest in Certain Securitizations,” SRZ Client Alert, Sept. 22, 2011 (co-author)
“Dodd Frank – One Year On,” International Financial Law Review, August 2011 (co-author)
“On the CLO Horizon — Regulations Expected to Impact CLOs,” The International Comparative Legal Guide to: Securitisation 2011, May 2011 (co-author)
“What the Changes Really Mean,” International Financial Law Review Derivatives Guide, July/August 2010
“New Bullet LCDS Contract Replaces Cancellable Contract,” Pratt's Journal of Bankruptcy Law, Volume 6, No. 4, June 2010 (co-author)
“ISDA Publishes New Bullet LCDS Documentation,” SRZ Client Alert, April 8, 2010
“Federal Reserve Board Announces TALF Eligibility for Legacy CMBS, Revises Terms & Conditions and FAQ Documents,” SRZ Client Alert, May 22, 2009
“U.S. Treasury Announces Public-Private Investment Program,” SRZ Client Alert, March 25, 2009
“TALF Program Increased to $1 Trillion and to Provide Financing for Commercial Mortgage-Backed Securities,” SRZ Client Alert, February 11, 2009
“Financing Available for Investors in Asset-Backed Securities from the Federal Reserve Bank of New York Under the TALF Program,” SRZ Client Alert, February 9, 2009
“CFTC 'Event Contracts' Concept Release May Lead to New, Uncorrelated Trading Opportunities,” SRZ Client Alert, May 13, 2008
“New Amendments to Bankruptcy Code Favor Financial Contract Participants,” SRZ Client Alert, April 15, 2005
“The Evolution of the CDO Squared,” The Journal of Structured Finance, Spring 2005
“NASD Releases Notice to Members Regarding Obligations when Selling Non-Conventional Investments,” SRZ Client Alert, November 2003
“Securing a Rating for Collateralized Fund Obligations,” IFLR., January 2003
“CDOS 101: Everything you want to know but were afraid to ask,” Loan Market Week, Nov. 18, 2002
“Credit Default Swaps on Asset-Backed Securities,” Credit, November 2002
“Learning Curve. Four Forms of Synthetic CDOs,” Derivatives Week, June 10, 2002
“Structured Hedge Fund Products,” SRZ Investment Management Developments, Summer 2002
“Offering Private Investment Funds in The Capital Markets,” Alternative Investment Quarterly, Issue 1, October 2001
“The Bankruptcy Reform Act of 2001: Protections for Asset Backed Securitizations,” SRZ Client Alert, March 2001
“Are Real Estate Brokerage and Real Estate Management Financial Activities?,” Banking and Financial Services Policy Report, March 1, 2001
“Procedures to Engage in Financial Activities, Part II,” Banking & Financial Services Policy Report, March 1, 2001
“Procedures to Engage in Financial Activities, Part I,” Banking & Financial Services Policy Report, Feb. 1, 2001
“Federal Reserve Board and Secretary of the Treasury Propose Rule to Consider Real Estate Brokerage and Real Estate Management Financial Activities,” Memo, January 1, 2001
“Procedures to Engage in Financial Activities,” Memo to interested clients, Jan. 3, 2001
“Credit Derivatives 2000: Legal and Regulatory Update,” 2000 Futures & Derivatives Law Report, April 2000
“Operating Standards that Fed Proposes to Remain for BHCs,” Memo to interested clients, March 11, 2000
“Understanding the Banking Industry Under the Gramm-Leach-Bliley Act," Banking Policy Report, Feb. 22, 2000
“Financial Modernization Legislation," Standard & Poor’s, January 2000
“Commercial Mortgage Securitization," Securities and Commodities Regulation, 1999
“SEC Approval of OTC Derivatives Dealers Regulatory Framework," SRZ Client Alert, November 1998
“Credit Derivatives 1997: Recent Legal and Regulatory Developments," Futures & Derivatives Law Report, March 1997
“Adviser: Tread Carefully in Fancy Products," The American Banker, July 25, 1995
“Commercial Mortgage Securitization," Securities & Commodities Regulation, Standard & Poor’s, September 1994
Contributing Editor, Banking and Lending Institution Forms (author of chapter on Foreign Banks)
“Compliance and Derivative Products," Securities Industry Management, September 1993
Chapter on Banking, Corporate Finance Global Investor, November 1992
Staff of the New York Superintendent of Bank’s Advisory Committee on Transnational Banking Institutions
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Selected Speaking Engagements
“Leverage for Investment Funds,” SRZ 21st Annual Private Investment Funds Seminar, January 2012
“The Return of CLOs: Changes That Matter to Managers and Investors,” SRZ Audio Conference Series, July 2011
“Distressed Investing,” SCI'09 Conference New York, November 2009
“Update on Regulation of Funds and Fund Managers,” SRZ Audio Conference Series, June 2009
“Participating in Public-Private Investment Funds Sponsored by the U.S. Treasury, and Updates on TALF,” SRZ Audio Conference Series, March 2009
“Accessing the Term Asset-Backed securities Loan Facility (TALF) and the U.S. Treasury Proposal to Create a Public-Private Fund,” SRZ Audio Conference Series, March 2009
“Acquiring and Financing Distressed Assets,” SRZ 18th Annual Private Investment Funds Seminar, January 2009
Structured Credit Conference, Structured Credit Investor (2007, 2008, 2009)
Annual ABS East and ABS West Conferences
American Securitization Forum 2006 Las Vegas Conference
Credit Derivatives Conferences
Private Investment Management Conference
Annual Derivatives Conference, “Regulation of Complex Derivative Products,” Investment Management Institute
International Business Communications, “Compliance in OTC Derivative Operations”
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Memberships
New York City Bar Association
Other Distinctions
The Best Lawyers in America, 2008, 2009, 2010, 2011
Chambers USA, 2006-2011
The Legal 500 US, 2008, 2009, 2010, 2011
Leading Lawer, Structured Finance Derivatives and Structured Products
IFLR Best of the Best USA (Structured Finance and Securitisation), 2011
IFLR Guide to the World’s Leading Capital Markets Lawyers, 2011
IFLR Guide to the World’s Leading Structured Finance and Securitisation
Lawyers, 2009, 2010, 2011
New York Super Lawyers, 2006-2011
Bar Admissions
Education
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Harvard Law School, J.D., magna cum laude, 1978
- Editor, Harvard Law Review
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Princeton University, A.B., cum laude, 1973
Prior Experience
Assistant to the Mayor of the City of New York, 1979-80
Law Clerk to Judge Leonard I. Garth, U.S. Court of Appeals, Third Circuit, 1978-79
Chase Manhattan Bank, London and New York 1973-75
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