"The godfather of ABS." 

"He is unbelievably knowledgeable, there is no deal that he has not seen before and he is committed."

"’Fantastic attorney’ Stuart Litwin is a ‘voice of the industry.’"

"The ‘exceptionally experienced’ Stuart Litwin is valued by clients for his ability to ‘suggest creative solutions to issues’ while maintaining a good commercial awareness."

Chambers USA


Stuart M. Litwin is a partner and co-head of the Structured Finance practice at Mayer Brown LLP. Stuart also co-heads Mayer Brown’s Capital Markets practice.

Stuart is one of the leading and most experienced lawyers in the United States in the representation of originators, investment banks, marketplace platforms, warehouse lenders, underwriters, aggregators, ABCP conduit sponsors, hedge funds, commercial banks and investors (including mutual funds) in structuring, negotiating and documenting United States and international asset-backed and other securities transactions, structured financings and loan purchase transactions.

His experience has involved the securitization of virtually all asset types, and he is recognized as an expert in the securitization of retail and commercial auto loans and leases, consumer and small business marketplace loans (including payment processing loans), credit cards, FFELP and private student loans, dealer floorplan receivables, equipment leases and loans, cell phone device payment plan receivables, global trade finance assets, rental cars, commercial and residential mortgages, cross-border transactions, solar leases and power purchase agreements, synthetic risk transfers, money market fund investments and structured transactions in which banks and other clients seek advantageous treatment for accounting, regulatory capital or tax purposes.

Stuart also regularly represents several funds, reinsurance companies and other investors in their “alternative investments” (i.e., unusual assets or finance companies that are more difficult to fund in securitization or banking markets).

Recent important engagements have included:

  1. Representing Bank of America Merrill Lynch as underwriter’s counsel in Verizon’s August 2016 ABS transaction backed by device payment plan receivables, the first-ever ABS transaction backed by cell phone contracts.
  2. Representing Morgan Stanley as underwriter’s counsel in the first ABS offering backed by marketplace loans which included multiple funds securitizing loans in the same offering.
  3. Representing Morgan Stanley as warehouse lender to Social Finance, Inc.
  4. Representing VW Credit, Inc. in its recent $9 billion auto loan and lease warehouse facility.
  5. The creation of TradeMAPS, the first multi-issuer trade finance securitization platform to enable banks and others to fund their trade finance portfolios in an off-balance sheet manner without supporting potential losses in the portfolios of other banks. The first transaction, TradeMAPS 2013-1, a securitization of Citibank and Banco Santander portfolios, was selected by IFLR as their 2014 “Structured Finance and Securitization Deal of the Year.”
  6. Assisting Santander Consumer USA, Inc. in the creation and financing of the Chrysler Capital platform, including its $5 billion warehouse financing facility.
  7. Representing the initial purchasers in the first-ever solar ABS deal to provide backleverage for tax equity. SolarCity was the sponsor, and the initial purchasers were Bank of America Merrill Lynch and Credit Suisse. This deal was named “Structured Finance and Securitization Deal of the Year” at the 2016 IFLR Americas Awards.
  8. The creation of Straight-A Funding, LLC, the $60 billion asset-backed commercial paper conduit that saved the student loan industry during the financial crisis and enabled students to finance the 2009-2010 academic year when government guaranteed student loan backed ABS could not be sold. Straight-A Funding received support from the Department of Education and the Federal Financing Bank.
  9. Creating the form customer agreement documentation for the TALF program (and representing many of the primary dealers in their customer agreement negotiations), and working on several of the first TALF transactions.
  10. Several tender offers for and restructurings of student loan trusts with auction rate securities.
  11. The first ABS offering in the United States backed by Australian auto leases.
  12. Representing Goldman, Sachs & Co. in the financing of Cerberus’s acquisition of Chrysler, the largest-ever use of asset-backed securities in any M&A transaction ($47 billion of the $60 billion financing).
  13. The securitization of its floorplan loans originated by a heavy equipment manufacturer to dealers in “politically sensitive” countries, mostly in Latin America.

Stuart represents virtually every major bank and investment bank in at least some aspect of their businesses.

Stuart has regularly been ranked as one of the best securitization lawyers in the United States by, among others, Chambers Global, IFLR, Best Lawyers in America, Who’s Who Legal and Euromoney. According to Chambers Global, he is esteemed by clients for his “responsiveness, accessibility and outstanding service.” Legal 500 USA noted that Stuart “has handled every variety of complex asset-backed products.” Best Lawyers named Stuart as Securitization and Structured Finance Lawyer of the Year for 2019. Mayer Brown’s securitization practice, which Stuart co-heads, was recently named IFLR’s Securitization Law Firm of the Year.

Stuart is an Adjunct Professor of Law at the Northwestern University Law School, where he teaches “The Law of Securitization.”

Stuart is currently Chairman of the American Bar Association’s Securitization and Structured Finance Committee. He was selected as the first-ever Chairman of the Structured Finance Association’s (the trade association for the securitization market) Legal Counsel Committee. He is a Fellow of the American College of Commercial Finance Lawyers.

Stuart is a frequent lecturer and writer on securitization topics. The Structured Finance Institute has produced and sold a DVD, Introduction to Securitization Transactions, featuring Stuart.

Spoken Languages

  • English


The University of Chicago Law School, JD, cum laude

The University of Chicago, MBA

University of Illinois, BS, summa cum laude
Bronze Tablet

Certified Public Accountant (CPA), Illinois
Winner of Elijah Watt Sells Award on Uniform CPA Examination


  • Illinois


  • Adjunct Professor of Law, Northwestern University Law School
  • Co-chair, Outside Counsel Sub-forum of the American Securitization Forum
  • Chairman, Securities Law Committee, Chicago Bar Association, 1998–1999
  • Chairman, Corporate Control Subcommittee, Chicago Bar Association, 1996–1998
  • American Bar Association, Section of Corporation, Banking, and Business Law