When lenders require a bankruptcy-remote structure in a structured finance transaction, the inclusion of an independent director isn’t optional, it’s essential. But how exactly are these directors appointed? And what qualifies someone to take on this critical role?

In structured finance, the role of an independent director isn’t about daily oversight or executive leadership, it’s about control at critical moments. Their job and responsibilities center on protecting the bankruptcy-remote status of a Special Purpose Entity (“SPE”), especially when the stakes are highest.

Six months of legal battles, uncertainty, and value destruction, all avoidable with proper governance structures in place. In volatile markets, independent directors are insurance against exactly this scenario.