Delaware SPV Review Toolkit

A Practical Checklist for Maintaining Statutory Integrity in Structured Finance

Prepared by Jesse Miller  — Structured Execution. Updated 1/13/2026.

This toolkit is intended to support disciplined, statute-aware stewardship of Delaware special purpose vehicles (SPVs). It reflects recurring issues observed in both active and legacy structured finance transactions and is designed to complement—rather than replace—the advice of transaction counsel.

How to Use This Toolkit

This checklist is not meant to be completed mechanically or exhaustively for every transaction. Instead, it is designed to help legal, compliance, and business teams quickly identify areas where statutory assumptions may no longer align with the current state of an SPV’s documentation or administration.

The most effective use of this toolkit is periodic and targeted. It can be applied during routine portfolio reviews, in connection with amendments or refinancings, or when a transaction is entering a higher-riskphase (such as distress, regulatory inquiry, or enforcement).

When an issue is identified, the appropriate response is not necessarily immediate remediation. In many cases, the correct next step is escalation—confirming authority, understanding statutory consequences, and determining whether formal corrective action is required.

This checklist is intended to support thoughtful, statute-aware SPV stewardship. Delaware law provides powerful tools, but those tools depend on continued alignment between statute, governing documents, and real-world administration.