Legal Question in Business Law in New York

special purpose vehicle corporate bylaws

Corporations formed for the purpose of asset securitizations are part of highly complex transactions, which are subject to scrutiny from many angles, i.e. tax, bankruptcy, securities laws (federal and state). You might be best served by retaining an attorney who is familiar with these types of transactions to guide you.

Generally, the bylaws of a NY corporation are not required to be publicly available. However, if you have a particular type of transaction that you are thinking of, you might look at the prospectus from similar offerings in order to see if the corporate bylaws are included. If you know of any transactions by name, ask a friend at a brokerage house to obtain a prospectus for you.

The special purpose corp. generally has to be devoted solely to the assets of this one transaction; it could not, for example, be a corporation which actively bought and sold mortgage loans for many pools. In order to have a rated transaction, the entity must be what is perhaps euphemistically referred to as "bankruptcy proof". If grantor trust status is to be achieved, the entity may not "manage" the assets; that is, if a mortgage loan is in default, the entity may not replace it with another mortgage loan.

In addition, the corp. must comply with all of the usual and customary requirements of the laws of the state in which is incorporated, as well as any other state in which it does business. For example, regular meetings of shareholders and directors, regular filing of tax returns, and segregation of cash from affiliates would all be required.

Since I am unfamiliar with the specifics of your situation, and since you have not retained me to represent you, I cannot give you legal advice, nor possible consider every single relevant legal ramification of your question.

Good luck.