David Shearer

Partner Norton Rose Fulbright LLP
London
United Kingdom
+44 (20) 74442215
London
United Kingdom
+44 (20) 74442215
David Shearer

David Shearer

Biography

David Shearer is a capital markets lawyer based in our London office. He focuses on securitizations, structured finance and covered bond transactions encompassing a range of jurisdictions, underlying asset classes (including residential mortgages, commercial real estate, auto loans, consumer receivables, trade receivables, corporate debt and whole businesses) and transaction structures. His clients include arrangers, issuers, originators and service providers.

David over 25 years' experience of working for major law firms in New Zealand, England and Japan, with a particular focus on securitization since 1997. He was a partner with another major international law firm from 2002 to 2011, and joined Norton Rose Fulbright LLP as a partner in 2012.

Professional experience

Representative experience

Representative experience

Advised Offa on one of the UK’s first Sharia-compliant tranched private securitisations, which will originate Sharia-compliant residential buy-to-let  mortgages, known as BTL Home Purchase Plans.

Advised the sellers on the inaugural securitisation of milestone-based receivables for the Construction of the Fourth Bridge over the Panama Canal. We advised on the sale and assignment of all the sellers’ rights in and to certain eligible work progress certificates (IPTs) issued by the Ministerio de Obras Publicas de Panama and countersigned by the Controlaría General de la República of Panama (to compensate the sellers for the works in connection with the design and construction of the bridge) to a UK special purpose public company, which will finance the purchase of the IPTs through certain note issuances both privately placed and notes issued in compliance with Rule 144A and Regulation S of the US Securities Act 1933.This deal won the Infrastructure Financing of the Year: Central America Award at the LatinFinance Project and Infrastructure Finance Awards in 2024.

Advised Eurobank S.A. as issuer in connection with two separate covered bond programmes, the €5BN Covered Bond Programme II and the €5BN Covered Bond Programme III.

Advised NWC (trading as Capital on Tap) as drafting counsel on a warehouse facility. The underlying assets are revolving credit facilities and credit card receivables made available by NWC to small business customers in the UK. The transaction, while private, is fully structured as a non-recourse securitisation and NWC also acted as servicer and cash manager. As the transaction fell within the remit of the UK Securitisation Regulation, a full suite of securitisation opinions had to be supplied, including true sale, tax, risk retention memorandum and Volcker opinion.

Advised the Fintech company, which offers credit facilities to small businesses trading in the UK and Germany, as originator on two warehouse financings of loans to businesses located in Germany. The multi-jurisdictional financing structures used on each transaction involved Luxembourg, German and English law, coordinated from London.

Acting as structuring and documentation counsel in advising Al Rayan Bank Plc on a £250m Shariah-compliant securitization of home purchase plans (HPPs). Tolkien Funding Sukuk No. 1 Plc, is the first Shariah-compliant public securitization in the UK and the first public securitization in the UK to be issued under the UK's 'alternative finance arrangements' regime, designed to facilitate Shariah-compliant securitizations. 

Acted for Barclays in its capacity as arranger and dealer in connection with Piraeus Bank S.A’s €10 billion covered bond programme.

Acted for Piraeus Bank in respect of the securitisation of a pool of Greek residential mortgages originated by Piraeus Bank. The mortgages were purchased from Piraeus Bank by a UK special purpose company, Estia Mortgage Finance II PLC which financed the purchase via a €1.25 billion bond issue.

Advised JPMorgan and NBGI on a €950 million securitisation of Greek residential mortgage loans originated by the Consignment Deposits and Loans Fund (CDLF)of Greece.  CDLF is a government owned entity which makes loans available at concessionary rates to Greek civil servants.  A special law had to be passed to enable this transaction to be completed, as CDLF does not fall within the ambit of the Greek securitisation law.

Advised Kensington Mortgage Company Limited (KMC) and Acenden Limited (Acenden) in relation to the RMBS notes issued by Hawksmoor 2016-2 plc (the Issuer), raising over £1.1bn. The portfolio backing this transaction consists of UK non-conforming residential mortgage loans which were sold by the warehouse sellers Virage PL 1 Limited and Virage PL 2 Limited to Junglinster S.a.r.l. (the Virage Warehousing). Junglinster S.a.r.l. in turn sold the portfolio to the Issuer. Bank of America Merrill Lynch and Deutsche Bank acted as arrangers. The joint lead managers were Citigroup, Bank of America Merrill Lynch, HSBC and Deutsche Bank. The transaction structure provided for nine classes of sterling notes, offered under Regulation S, to be listed on the Irish Stock Exchange. The F notes and the Z2 notes are retained by Junglinster S.a.r.l. to comply with European risk retention requirements.

Rankings and recognitions

Rankings and recognitions

Ranked: Leading partner, Securitisation, Legal 500 UK, 2025

Ranked: Band 4, Capital Markets: Securitisation, Chambers UK, 2025

“David is excellent and quick in his responses on very technical matters.” Capital Markets: Securitisation, Chambers UK, 2025

“David is very responsive and has an extremely good understanding of the challenges, both legal and commercial, involved in our business.” Capital Markets: Securitisation, Chambers UK, 2025

“David gives pragmatic advice and always offers an opinion.” Capital Markets: Securitisation, Chambers UK, 2025

Admissions

Admissions

  • Solicitor, qualified in England & Wales

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