Education

University of Michigan Law School, J.D., magna cum laude, 1988

  • Order of the Coif

Oakland University, B.G.S., Concilliar Honors, 1985

Admitted

New York, 1990

Illinois, 1999

Memberships

Working Group on Legal Opinions, Advisory Board

American Bar Association, Business Law Section, Legal Opinion Committee

Cynthia is a partner in the firm's Asset Securitization Department and Banking and Financial Services Department. Prior to joining Chapman and Cutler LLP, she was a partner at Mayer Brown Rowe & Maw LLP; and also spent time as a Law Professor at Emory University School of Law, and had visiting appointments at the University of Michigan Law School and Wayne State University Law School teaching courses in contracts, commercial law, bankruptcy, reorganization, and real estate finance.

Cynthia concentrates her practice in the areas of securitization and structured finance, sports finance and banking and finance, and cross-border transactions. She has extensive experience with credit- and collateral-documentation of all types, including syndicated and bilateral credit agreements, note purchase agreements, indentures, collateral agency agreements, security agreements, pledge agreements, control agreements (for deposit accounts, securities accounts, commodity contracts and electronic warehouse receipts), real estate finance transactions, repos, derivatives and credit support annexes, securities lending arrangements, and receivables purchase agreements. She has worked on numerous cross-border transactions involving the pledge of assets in Canada, the UK, Germany, Spain, Japan, Switzerland, Mexico, Brazil, Bermuda, the Cayman Islands, and Jersey (among others). She works with clients using “Lean” office and services practices to increase the efficiency and effectiveness of legal services.

Representative Transactions

Cross-Border
  • US counsel to Business Development Bank of Canada
  • US counsel to agent bank for a Canadian syndicated credit facility to a manufacturer with operations in the US and Canada
  • Advice on US collateral and choice of law issues related to UK securities lending and prime brokerage agreements involving US counterparties
  • Representation of an international telecom borrower in a $100 million secured loan facility involving security interests in US and non-US assets and undersea cable projects
M&A
  • Representation of bank client in post-merger sale of its multi-family housing loan business
  • Representation of a financial institution in connection with the sale of its securitization portfolio of over 85 receivable securitizations
  • Representation of manufacturer client in sale of its dealer-finance network to third-party equipment finance company
  • Representation of a major bank in the disposition of its subprime mortgage servicing business, including the disposition of residual interests in securitization and servicing rights
  • Representation of a securitization warehouse facility lender in a workout resulting in the transfer of $200+ million of commercial mortgage loans
Sports
  • Representation of agent bank in a syndicated credit facility for the construction of a sports and entertainment arena in Las Vegas
  • Representation of a bank a loan to an NFL team.
  • Representation of agent bank in connection with a $435 million syndicated credit facility for Cowboys Stadium, L.P. the proceeds of which were used to construct the Dallas Cowboys’ stadium in Arlington, Texas. Ms. Baker also represented the bank in connection with a prior 144A issuance of debt securities for the facility.
  • Representation of investors in the issuance of debt securities collateralized by MLB stadium revenues
  • Representation of a structuring agent and investors in a $200.5 million private placement debt financing in securitization of naming right, concession and sponsorship, luxury box and club seat revenues of a new stadium for the St. Louis Cardinals Baseball Team (including representation in an abandoned hybrid leveraged-lease securitization transaction for a proposed stadium).
  • Representation of a commercial paper conduit in the securitization of luxury box and club seat revenues from an NFL stadium.
  • Representation of a commercial paper conduit in the securitization of a naming rights sponsorship and luxury box revenues from an NHL arena.

Publications

  • Co-Author, "Home Run! A Case Study of Financing the New Stadium for the St. Louis Cardinals," The Journal of Structured Finance, 2004.
  • Co-Author, Chapter 6, "Uniform Commercial Code," Securitization of Financial Assets, 2nd Edition 2000.
  • "Are You Ready for Year 2001?, Revised Article 9 of the Uniform Commercial Code," Wiley Bankruptcy Law Update, 2000.
  • "Other Peoples' Money: The Problem of Professional Fees in Bankruptcy," Arizona Law Review, 1996.
  • "Fixing What's Broken: A Proposal for Reform of the Compensation System in Bankruptcy," Journal of Bankruptcy Law & Policy, July/August 1996.
  • Co-Author, "Claims and Control in Chapter 11: A Call for Neutrality," Cardozo Law Review, 1991.

Presentations

  • "No Breach or Default of Contracts," Working Group on Legal Opinions Seminar, October 2015

  • "Impact of Financial Markets Developments on Opinion Practice: Current Issues and Approaches," ABA Business Law Section Annual Meeting, September 2015

  • "The Volcker Rule and Related Opinions," Working Group on Legal Opinions Seminar, May 2015

  • "Opinions on No Violation of Law and No Breach or Default of Contracts," Working Group on Legal Opinions Seminar, May 2015

  • "Opinion Practice Training," Working Group on Legal Opinions Seminar, May 2014

  • Chair, “Just the Essentials” Training Course for Legal Opinion Committee Members, April 2014

  • "Opinion Committees 2020 — The Next Generation of Opinion Committees," Working Group on Legal Opinions Seminar, October 2013

  • 2011 Sports Facilities & Franchises and Ticketing Symposium, May 24 - May 26, 2011

  • Panelist, “Inadvertent Opinions,” ABA Working Group on Legal Opinions, May 2009
  • Panelist, "True Sale and Non-Consolidation Opinions," ABA Creditors' Rights SubCommittee Meeting, 2004
  • "Sports Securitizations," Strategic Research Institute, 2002
  • "Special Topics under Revised Article 9-Asset Securitization," Michigan Institute for Continuing Legal Education, 2001
  • "Article 9 and Other ICC Issues," American Bankruptcy Institute, Central States Workshop, 1999
  • "Current Developments in the 'Other' Code (UCC)," American Bankruptcy Institute, Winter Leadership Conference, 1998
  • "Bankruptcy Ethics," Atlanta Bar Association, Bankruptcy Section, 1997
  • "Litigation (and Avoiding Litigation) Over Fee Applications in Bankruptcy Court," State Bar of Georgia, Bankruptcy Law Section, 1996

Honors

  • Presidents Award 2014, Working Group on Legal Opinions
  • Certificate, Lean Office & Service Program, University of Michigan College of Engineering, Integrative Systems + Design, August 2013
  • Training Course, Voice of the Customer, Applied Marketing Science, Inc., October 2013
  • Selected as one of The Best Lawyers in America® in the area of Project Finance Law