Michael J. Ruder

Michael frequently represents issuers, underwriters and loan sellers in connection with agency and private label commercial mortgage-backed securities (CMBS) securitizations, including single-asset / single-borrower (SASB) transactions. He has securitized CMBS loans secured by a variety of property types, including multifamily, office, retail, hospitality, industrial and assisted living. Michael has experience with securitizations involving hybrid ARM mortgage loans, mezzanine loans, junior liens, tax-exempt loans, participation interests and future funding. He has counseled new entrants into both the agency CMBS and private label CMBS space, and is experienced with the formation of securitization depositors.  He also advises on regulatory compliance matters related to securitizations, including Exchange Act Rule 15Ga-1 and Rule 192.

Michael has been repeatedly recognized as a law firm and industry leader. Law360 has recognized Michael as a Rising Star for Structured Finance. The Commercial Real Estate Finance Counsel included Michael among its inaugural “20 Under 40” list, which features the future leaders of the CRE finance industry. Michael was included in the inaugural edition of Best Lawyers: Ones to Watch in recognition of his work in Securities/Capital Markets Law. The National Law Review has recognized Michael as a “Go-To Thought Leader” in the area of securities law, for his writing about SEC climate risk regulation. Michael was named to the Charlotte Business Journal’s 2024 “40 Under 40” list of leading professionals.

Michael also advises securitization clients on sustainable finance matters, including green bonds, social bonds, sustainability frameworks, second party opinions and C-PACE. Michael also has acted as underwriters’ counsel on Rule 144A securitizations of commercial property-assessed clean energy (C-PACE) assessments.  

Representative agency CMBS transactions have included:

• Counsel to depositors and initial purchasers on hundreds of tranched agency CMBS securitizations of large pools of multifamily mortgage loans.
• Counsel to depositors and initial purchasers on dozens of tranched agency CMBS SASB, and similar securitizations involving the issuance of multiple “towers” of certificates backed by multiple large loans or single-borrower pools of loans.
• Agency CMBS securitization that was the first multifamily real estate securitization with certificates indexed to SOFR and was recognized by GlobalCapital as CMBS Deal of the Year.
• Agency CMBS sustainability-bonds securitization that was awarded CMBS/CRE CLO Deal of the Year by GlobalCapital.
• Counsel to depositor, initial purchaser and loan seller on first-of-its-kind agency CMBS securitization of a mortgage loan secured by transitional housing properties and the related government contracts, and nominated for ESG Deal of the Year by GlobalCapital.
• Underwriters’ counsel on agency CMBS securitization of tax-exempt bonds backed by affordable multifamily housing properties.

Representative private-label CMBS transactions have included:

• Issuer’s counsel on securitization of one of the largest-ever SASB loans in one of the first CMBS transactions to be labeled as green bonds, which was nominated for CMBS Deal of the Year by GlobalCapital.
• Issuer’s counsel on $975 million SASB CMBS securitization backed by an office complex in California.
• Green bonds consultant to CMBS issuer on securitization of a SASB mortgage loan backed by a life sciences property.
• Social bonds consultant to CMBS issuer on first private label CMBS offering to be labeled as social bonds.
• Loan seller’s counsel on SASB securitization backed by a super-regional mall.
• Loan seller’s counsel on a SASB securitization backed by a New York City office property.
• Underwriters’ counsel on a SASB securitization backed by a Hawaiian resort property.

Other representative capital markets and securitization-related matters have included:

• Initial purchasers’ counsel on multiple Rule 144A securitizations of commercial property-assessed clean energy (C-PACE) assessments, and advised investor in a rated feeder fund on C-PACE eligibility criteria.
• Placement agents' counsel on an approximately $500 million Rule 144A “re-REMIC” resecuritization of CMBS certificates.
• Placement agent’s counsel on an approximately $100 million Rule 144A “re-REMIC” resecuritization of CMBS certificates.
• Issuer’s counsel on multiple synthetic agency multifamily credit risk transfer transactions.
• Advised investor on the restructuring of defaulted asset-backed securities and asset-backed lending facilities, including servicer replacements and excess servicing fee arrangements between servicers and noteholders.
• Oversee the Exchange Act Rule 15Ga-1 compliance process for multiple entities involved in CMBS and ABS, and counseled banks on development of policies and procedures relating to Exchange Act Rule 15Ga-1.
• Advised commercial mortgage loan servicer on preparation of responses to borrower demand letters.
• Advised on the creation of a factoring facility involving airline ticket receivables.
• Advised broker-dealer on secondary-market trades of CMBS certificates held in definitive form.

Michael is admitted to practice in New York and North Carolina. Michael received his J.D., cum laude, from Northwestern University School of Law, and his Bachelor of Business Administration degree, summa cum laude, from Texas Tech University.

Michael co-authored "Challenges in standardisation of green bonds: The US perspective", which was published in the International Financial Law Review and describes challenges facing green bond issuers and investors, and authored “Made for TV: The SEC’s Regulatory Posture on Climate Risk,” which was published on Columbia Law School’s The CLS Blue Sky Blog.

Featured Content:

Listen to Michael's latest podcast covering Environmental, Social and Governance factors as they relate to securitized products, with a focus on U.S. CMBS.

Follow Michael on LinkedIn.