Derivatives, Structured Products, and Secondary Markets

Ballard Spahr’s Derivatives, Structured Products, and Secondary Markets Team focuses on sophisticated derivatives, structured products, and secondary markets to address some of the financial industry’s most complex transactions. Our attorneys have decades of derivatives experience and are fully familiar with almost all aspects of derivatives activity including transactional, regulatory, investigative, defense, and insolvency work. Joyce Gorman represents financial institutions, capital markets investors, issuers, and corporate clients. Her practice is focused on developing and transacting in financial and derivative products in both the primary and secondary markets. Scott Diamond is a capital markets lawyer with decades of experience in financial services and as chief counsel at a broker-dealer and a swap dealer. He covers regulatory matters, transactions, investigations and litigations.

Our clients include:

  • Investors/Lenders/Banks, Funds, Advisors, and Intermediaries
  • Borrowers and Other End-Users (Health Care Systems, Real Estate and Project Finance Borrowers, Corporations, Higher Education Institutions, and Affordable Housing Lenders)
  • Corporate Trustees

We focus on primary market financing transactions, such as public offerings and privately placed direct purchases (including forward purchases) in various market sectors. Those sectors include not-for-profit associations, charter school financings, continuing care retirement communities, real estate financings and taxable PACE bonds.

We also handle liquidity facilities, letters of credit and other forms of credit enhancement; guaranteed investment contracts, and repos. Our team is fluent in municipal and non-municipal capital markets, including secondary market products and programs that include custodial receipt structures, tax-exempt securitizations, such as tender option bond programs, taxable trust pass-through structures, REMIC trusts, trust terminations, and total return swaps. In addition, we handle complex structured transactions (such as tax-exempt gas prepay transactions), workouts, debt restructuring, and distressed credits.

In addition, our team advises on a host of features including optionality, forward starts, deal contingencies, early termination, cross-defaults, non-traditional credit support, pool programs, and bespoke terms.


  • Represented a hedge fund in a synthetic financing to leverage a portfolio of taxable commercial PACE bond holdings and to magnify its yield.
  • Represented two publicly traded corporate affiliates trading with 24 financial institutions to develop bilateral master ISDA documents to hedge their interest rate, foreign exchange, and commodities risk.
  • Represented major health care systems in connection with Treasury rate locks to hedge fluctuations in 30-year Treasury yields in anticipation of large taxable bond offerings.
  • Implemented secondary market financing for investor client’s tax-exempt bond holdings through tender option bond programs, with reimbursement obligations under credit and liquidity facilities structured as derivatives.