Over the course of my 20-plus-year career in structured finance and commercial real estate law, I’ve seen tremendous change in how deals get done. From the pre-2008 boom days to the aftermath of the financial crisis, to the rise of private credit and the current shifting macroeconomic landscape, one thing has remained constant: adaptability is everything. The tools may evolve, but the core challenge—crafting smart, risk-adjusted financing structures—remains. Today, we’re on the brink of another major transformation in structured finance, and as someone who has spent years at the negotiating table and behind the scenes on multi-billion-dollar transactions, I believe the next decade will be defined by several key trends.
Private Credit Is Here to Stay
The rise of private credit is no longer a niche story—it’s now a central theme in how deals are getting financed. With traditional banks pulling back due to tighter regulations and capital requirements, private lenders have stepped into the gap, offering flexibility, speed, and creative structures that institutional lenders often can’t match. This shift has opened new opportunities for borrowers, but also new risks.
In my own work, I’ve seen an uptick in complex, sponsor-driven deals funded by private credit funds. These deals often move quickly and require attorneys to wear both legal and commercial hats. Legal counsel must not only document terms but also advise on market standards, risk exposure, and long-term strategy. The pace and nuance of these transactions will only increase as the private credit market matures.
ESG Is Reshaping Financing Decisions
Environmental, Social, and Governance (ESG) considerations are no longer optional—they’re becoming integral to underwriting and capital allocation. Lenders and investors alike are demanding transparency around sustainability, and structured finance is adjusting accordingly. From green bonds to sustainability-linked loans, the industry is developing products that reward responsible business practices.
For attorneys and advisors, this means diving into unfamiliar areas—carbon emissions disclosures, energy efficiency standards, and social impact covenants. At first, ESG felt like an add-on. Now, it’s embedded in term sheets, diligence checklists, and reporting obligations. The next decade will bring a more standardized approach to ESG in finance, but for now, we’re building the plane while flying it.
Technology Is Finally Catching Up
Legal tech, data analytics, and AI-powered underwriting tools are starting to change how we approach deal structuring. While structured finance is still a relationship-driven business, the back-end of transactions is being optimized in ways that would have been unimaginable when I started out. Due diligence, portfolio monitoring, and even document drafting are being streamlined by technology.
This doesn’t mean lawyers will be replaced—far from it. But our role is shifting. We’ll be expected to interpret and apply insights generated by tech platforms and deliver smarter, faster guidance. Embracing these tools now isn’t just good business—it’s essential to staying relevant.
Complexity Is the New Normal
Structured finance has always been complex, but the layering of different capital sources—senior loans, mezzanine debt, preferred equity, tax credits, bond financing, and more—has reached a new level of sophistication. These so-called “capital stacks” require precision and foresight. One misstep in intercreditor language or waterfall mechanics can ripple across an entire transaction.
Having worked on deals involving CMBS, bridge lending, tax-exempt bond strategies, and private equity structures, I can say with certainty: complexity isn’t going away. It’s becoming the norm. As such, legal professionals must possess not only technical drafting skills but also a deep understanding of business drivers and stakeholder objectives.
Regulatory Shifts Will Create Both Hurdles and Openings
Structured finance is heavily influenced by the regulatory environment, and the next decade will bring increased scrutiny. Whether it’s the treatment of private credit, transparency requirements, or evolving tax regulations, we’re likely to see new rules that reshape how deals are underwritten and reported.
For attorneys, this presents both a challenge and an opportunity. Clients will lean on us not just to interpret the rules, but to anticipate them—to build structures that are resilient to future changes and responsive to shifting compliance standards. Navigating this terrain will require agility, curiosity, and a willingness to learn beyond the law.
The Return of Relationship-Based Lending
Interestingly, in the midst of all this innovation and disruption, we’re seeing a return to something very traditional: relationship-based lending. In a world where bank consolidation and risk aversion have made lending more rigid, borrowers are placing a premium on lenders and legal advisors who understand their business and offer long-term value.
At SomeraRoad, I was fortunate to help scale a company from zero to over $2 billion in transaction volume. One of our key advantages wasn’t just our capital—it was our ability to move quickly, solve problems, and build trust. That same principle applies to legal practice. No matter how complex or tech-enabled the transaction becomes, the human element still matters.
Looking Ahead
The next ten years will be both exciting and challenging for anyone involved in structured finance. Innovation will drive new deal formats, regulation will add new constraints, and the role of legal counsel will continue to evolve from technician to strategic partner.
Personally, I’m energized by this evolution. It plays to the strengths of those of us who have worn many hats—attorney, business strategist, counselor, and problem solver. At this stage in my career, I’m as interested in learning as I am in leading, and the dynamic nature of structured finance offers plenty of opportunities to do both.
As I look ahead, my goal is to continue bridging disciplines, anticipating change, and helping clients achieve outcomes that are not only sound legally but smart commercially. The future of structured finance isn’t just about money—it’s about adaptability, creativity, and trusted relationships. And that’s a future I’m ready to be part of.