• New York
  • Supreme Court of the United States
  • U.S. District Court - Southern District of New York


  • American Bar Association
  • American College of Commercial Finance Lawyers
  • American College of Investment Counsel
  • American Law Institute
  • Atlantic Legal Foundation
  • Equipment Leasing and Finance Association
  • Fraunces Tavern Museum
  • James Madison Program, Princeton University
  • Maritime Law Association of the United States
  • The Witherspoon Institute


  • Harvard Law School, JD
  • Princeton University, AB, magna cum laude
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Stephen T. Whelan


New York, NY v. +1.212.885.5191 f. +1.917.332.3801

Stephen Whelan concentrates his practice in equipment leasing and financing, secured lending, asset securitization, corporate trust, and energy finance. He represents originators of financial assets, investment banks, credit enhancers, trustees, and investors in the securitization of:

  • equipment leases
  • maritime containers and other transportation assets
  • energy receivables
  • export receivables
  • auto loans
  • franchise receivables
  • health care receivables
  • trade receivables
  • various other financial assets

Mr. Whelan also represents lenders, lessors, trustees, and arrangers in lease financings for aircraft, railcars, vehicles, maritime, medical, and energy and telecommunications equipment. He is also involved in private and government financing of industrial, housing, and education projects.

In other structured finance areas, Mr. Whelan’s work for many insurance and banking clients includes handling note purchase agreements, term loans, revolving credit facilities, and letters of credit. He also represents lessors and secured creditors in workouts or bankruptcy reorganizations involving equipment leases and securitized portfolios.

Mr. Whelan authored four books on UCC Article 2A, as well as the chapters on securitization in the Matthew Bender treatises Commercial Finance and Equipment Leasing. Since 1992, he has also co-authored the American Bar Association’s “Uniform Commercial Code Annual Survey: Leases” for The Business Lawyer. Mr. Whelan frequently publishes and lectures on topics such as securitization, leasing, energy finance, and bankruptcy. He is a visiting lecturer on constitutional law at Princeton University.


  • Representation of investment bankers in structured financings of transport equipment combining asset securitization and tax-advantaged leveraged leases.
  • Counsel for a major equipment finance lessor in its transfer of servicing as part of its exit strategy.
  • Counsel for the merchant banker in structured financings of internet service payments, motion picture revenues, and casino vessels.
  • Investor counsel in “future flow” securitizations of receivables generated by Brazilian exporters.
  • Representation of a merchant banker in the securitization of leveraged lease equity cash flows from a pool of project finance and aircraft transactions that had been assembled several years earlier.
  • Representation of institutional investors in financing government receivables from an installment sale of energy conservation measures.
  • Counsel for the administrator and collateral agent in the project financing of a new airport in Quito, Ecuador.
  • Underwriter’s counsel in a tax-exempt bond financing of a midtown Manhattan high-rise building to be used for apartments, a cancer patient hotel, and a Catholic rectory.
  • Counseled Fortune 50 finance subsidiaries in the sales of equipment finance portfolios.

Recent Publications

  • “Chapter 1: Asset Securitization,” Wong and Leichtling (eds.), Commercial Finance Guide (Matthew Bender, 2017)
  • American Bar Association Annual Survey: Leases, The Business Lawyer, Vol. 71, pp 1263–1278 (2016)
  • “Securitization: A Renaissance for Equipment Finance,” Equipment Leasing and Finance Foundation Special Report, 2015
  • “Chapter 13: Securitization,” Dubin and Wong (eds.), Equipment Leasing (Matthew Bender and Co., 2014)
  • “The ABCs of the UCC: Article 2A” (Leases), co-author with Prof. Amelia Boss, American Bar Association, 2013
  • “Regulation RR: On Track,” Equipment Leasing & Finance Magazine, November/December 2015
  • “Ratings Roulette,” Equipment Leasing & Finance Magazine, Summer 2013
  • “High and Dry: Maritime Lenders can Glean Lessons from Recent Bankruptcies,” Equipment Finance Monitor, January/February 2013
  • “Your Money or Your Life: Life Settlements and Securitization,” 22 California Insurance Law and Regulation Reporter 3, February 2010 (with K. Schnoll)
  • “Equipped for Success,” American Securitization, Winter 2009
  • “All Bundled Up,” ELT, Equipment Leasing and Finance Association, Oct. 2007
  • “Chapter 3: Available Remedies,” The Executive’s Guide to Remedies (Equipment Leasing and Finance Association, 2007)
  • “Operating Assets: The Latest Securitization Niche,” Equipment Leasing Today, August 2002


In 2013, Mr. Whelan was elected to a three-year term on the board of directors for the Equipment Leasing and Finance Association (“ELFA”). He also serves on the board of trustees for Fraunces Tavern Museum, the advisory council of the James Madison Program at Princeton University, the advisory council for the Atlantic Legal Foundation, and is chairman of The Witherspoon Institute.

He received the Empire State Counsel designation by the New York State Bar Association for his substantial pro bono services in 2012. Further, in 2006, Mr. Whelan received the first “Excellence in Leasing Award” from ELFA.


  • 1992–2016, recognized by The International Who’s Who of Business Lawyers
  • 2014, Corporate Finance Lawyer of the Year - USA, listed by Lawyer Monthly
  • 2016–2017, Securitization and Structured Finance Law, listed in Best Lawyers in America©

A description of the standard or methodology on which the accolades are based can be found here.