Ending the “QSPE” (SFAS 166 & 167) and its impact on your firm
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Stuart M. Litwin
Partner, Co-Head, Securitization Practice
Mayer Brown LLP
Stuart M. Litwin is a partner and co-head of the global Securitization Group at Mayer Brown LLP. He is one of the leading lawyers in the United States in the representation of originators, investment banks, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting U.S. and international asset-backed and other securities transactions, with a particular emphasis on auto loan and lease, student loan, equipment lease, commercial and residential mortgage, cross border, synthetic risk transfer and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes. He also has substantial experience representing lessees, equity investors and debt investors in leveraged and synthetic lease transactions and M&A transactions involving banks and finance companies. His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization and financing of equipment and auto leases, auto loans, student loans, dealer floorplan receivables, commercial and residential mortgages, synthetic risk transfers and the creation of asset-backed securities for money market funds.
Recent important engagements have included the creation of the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), working on several of the first TALF transactions and the creation of Straight-A Funding, LLC, a $60 billion asset-backed commercial paper conduit to finance the student loan industry with support from the Department of Education and the Federal Financing Bank.
Mr. Litwin is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.”
Mr. Litwin has previously been Chairman of the Outside Counsel Subforum and the Auto Issuers Subforum of the American Securitization Forum.
Mr. Litwin has been ranked as one of the best securitization lawyers in the US by, among others, Chambers Global, IFLR, Who’s Who Legal and Euromoney.
Mr. Litwin is a frequent lecturer and writer on securitization topics. Among other publications, he is the author of the book Equipment and Auto Lease Financing: Securitization, Leveraged Leasing and Titling Trusts published by Aspen Law and Business and the Equipment and Auto Lease Securitization chapter of the Equipment Leasing -- Leveraged Leasing Treatise published by Practising Law Institute. The Structured Finance Institute has produced a DVD, Introduction to Securitization Transactions, featuring Mr. Litwin. Mr. Litwin is a former Chairman of the Securities Law Committee of the Chicago Bar Association.
Mr. Litwin holds a J.D. from the University of Chicago Law School and an M.B.A. from the University of Chicago Graduate School of Business. He is also a former Certified Public Accountant and winner of the Elijah Watt Sells Award on the Uniform CPA Examination.
Jeffrey T. Allen
Managing Director, Financial Instruments and Credit Group
PricewaterhouseCoopers LLP
Jeffrey T. Allen is a Managing Director in PricewaterhouseCoopers’ New York-based Financial Instruments and Credit Group (FICG), where he specializes in providing accounting advisory services to PwC’s major financial services clients – primarily investment and commercial banks, and insurance companies – as well as selected commercial clients having significant securitization or structured finance activities. In this role, Mr. Allen deals with current accounting issues, financial reporting developments and the application of accounting standards. More specifically, he advises clients with respect to asset securitizations, derivatives and hedging, structured products and other complex financial instruments to ensure that their financial accounting implications are fully understood.
Mr. Allen is one of PwC's specialists with respect to interpreting and applying Statement of Financial Accounting Standards No. 140, Accounting for Transfers of Servicing of Financial Assets and Extinguishments of Liabilities. He also devotes significant time assisting clients in applying the complex consolidation rules set forth in FASB Interpretation No. 46, Consolidation of Variable Interest Entities. Recently, he has been actively assisting clients in understanding, and assessing the potential reporting implications of, the amendments to each standard (SFAS No. 166 and 167, respectively) released in June 2009.
Mr. Allen has co-authored or assisted in developing various book chapters or articles dealing with various financial accounting and reporting matters, including material that has appeared in the “Corporate Controllers Manual,” published by Warren Gorham & Lamont, and “Swaps/Financial Derivatives,” 3rd edition, published by John Wiley & Sons.
Prior to joining PwC in 1998, Mr. Allen was affiliated with several other major accounting and investment banking firms where, among other things, he worked with clients and others on accounting and reporting matters involving financial instruments and structured products.
Mr. Allen is a graduate of Colgate University, where he majored in Political Science. He later received an M.S. in Accounting from New York University’s Graduate School of Business Administration.
Robert Walley
Principal, Enterprise Risk Services
Deloitte & Touche LLP
Bob is a New York Principal focused on regulatory and Capital Markets for clients in the banking & securities, exchange and ECN industries. He brings more than 25 years experience in system design and development for the financial services industry. For the past 16 years, Bob has been a consultant developing front, middle and back office systems.
Bob has comprehensive working knowledge of the traded markets and regulatory and compliance functions. He focuses on risk management, market surveillance, examinations, case management, trading systems and listings compliance. During his tenure at Deloitte he has advised several Exchanges on best practices, process improvements and best uses of technology for decision support.
Bob has extensive experience in systems architecture, application software development life cycle, application design, data management and architecture, system development methodologies, and enterprise reporting solutions. Bob is specializes in the trade life cycle and transaction operations, compliance and regulatory reporting. Bob has performed numerous assessment projects to evaluate the effectiveness of the functions, compliance to rules and risk to the organization.
Bob’s team of consultants focuses on improving the efficiency and effectiveness of business operations by leveraging proven methodologies to support the design and implementation of improved processes, and enabling technologies that support front, middle and back office activities. The service provided are business and technology consulting in the areas of traded markets, portfolio management and performance, accounting, compliance, risk management and reporting.
Bob holds a BA in Economics from SUNY Geneseo
Tracy S Benard
Partner, Transaction Services, New York
KPMG LLP
Tracy joined TS after nine years in the Audit practice. She focuses on providing accounting advice under US GAAP and IFRS for structured products and financial instruments, including derivatives. Her work in the area of securitizations, special-purpose entities, and derivatives has included projects supporting investment bankers in developing products, as well as advisory services to issuers and originators. She has over 12 years of experience in providing assurance and consulting-based services to a global client base of financial service providers with an emphasis to the investment banking and commercial banking industry.
Tracy has been identified by the firm to be the IFRS Industry Coordinator for KPMG’s strategic IFRS initiatives.
Tracy has been identified by the firm as a Financial Instruments and Derivatives Resource for KPMG, providing consultation with clients on matters involving financial instruments, hedging and securitizations. She focuses on advisory clients on a variety of US GAAP and IFRS, SEC issues and has assisted on client implementation of FASB Statement 133 and FIN 46R (Consolidation of Variable Interest Entities). She has assisted a major international investment banking organization list on the New York Stock Exchange. In addition, Tracy’s experience with some other smaller US banking clients has given her considerable exposure to dealing with a wide variety of SEC and US GAAP issues. Tracy has along history of managing large project teams, helping to ensure the projects are completed within the deadlines and has led several large global implementation projects of new accounting literature.
Education and Qualifications:
Bachelor of Science degree in Accounting from Lehigh University, Bethlehem, PA; Licensed CPA in New York and Washington, D.C.; Member of AICPA
Industry experience:
Financial Services including commercial banks, both international and domestic, and investment banks.



