Mayer Brown highlights growing demand for advice on structured ETFs, SMAs, insurance products and cross-border distribution as new structured solutions gain ground.

The US structured products market has seen a broadening of legal and regulatory considerations as issuers and distributors expand beyond traditional notes into structured ETFs, separately managed accounts (SMAs) and insurance products, according to Anna Pinedo (pictured), partner at Mayer Brown.

We are seeing more requests for advice in relation to sales into foreign jurisdictions as well as advice in relation to Regulation S sales - Anna Pinedo

Pinedo said product development has remained a key area of activity for the firm's structured products practice, with clients requiring advice on how different wrappers are governed and how their regulatory requirements compare with those applicable to structured notes.

“Clients are interested in product development,” Pinedo said. “As a result, there often is more education involved in order to share information on how the regulatory framework applicable to ETFs, for example, may differ from that which they may be more accustomed to applicable to structured notes.”

The same applies to SMAs, she said, with Mayer Brown spending time helping clients understand the different legal and regulatory frameworks applying to each structure.

The growth of structured ETFs has also created new roles for firms traditionally involved in structured products. Pinedo said some clients are acting as hedge providers to ETFs, requiring assistance with ISDA documentation, while others are becoming index providers and require advice on index descriptions and licensing.

The developments come as demand for structured solutions continues to broaden across the US market.

“Volumes continue to increase; interest in QIS products remains high; interest in related products like structured ETFs, SMAs and insurance products is growing,” Pinedo said.

According to Pinedo, increased demand from distributors looking to expand into new geographies, has created additional work around selling restrictions and cross-border distribution arrangements.

“We are seeing more requests for advice in relation to sales into foreign jurisdictions as well as advice in relation to Regulation S sales,” she said.

Maria Matusic and Brennan Young of Mayer Brown at the SRP Americas Awards 2026 in Scottsdale on 23 September

Mayer Brown is also seeing greater focus on distributor relationships, know-your-distributor arrangements and the legal agreements supporting valuation, pricing and other services used by structured products businesses.

Cross-border distribution

Internationalisation is another area generating increased legal work.

Pinedo said Mayer Brown is seeing more requests relating to sales into foreign jurisdictions and Regulation S offerings, alongside greater demand for advice around distributor relationships and know-your-distributor arrangements.

At the same time, US clients are showing interest in structures that have become established in European markets.

“We are also seeing interest in the United States for products that are popular in Europe—for example, actively managed certificates, which are difficult to replicate in the United States,” she said.

The trend reflects the increasing movement of structured product concepts between jurisdictions, while also highlighting the differences in legal and regulatory frameworks that can make an established European wrapper difficult to reproduce in the US.

Disclosure and supervision

Looking ahead, Pinedo expects disclosure quality and supervisory issues to remain central to the regulatory agenda.

“Given that structured products are complex products it is always important to focus on the quality and clarity of the disclosures,” she said.

FInra is likely to remain attentive to potential mis-selling, she added, while compliance and supervisory considerations will continue to be important for firms distributing structured products.

Pinedo also highlighted uncertainty around the treatment of structured and defined-outcome ETFs under potential changes affecting so-called “novel ETFs”.

The SEC has proposed amendments to registration requirements that could affect the shelf registration process and the treatment of well-known seasoned issuers (WKSIs), developments that could also have implications for structured products issuance.

“It is unclear at this time,” she said.

Recent SEC guidance

Pinedo's comments come as the SEC has also been updating its approach to disclosure for equity-linked structured notes.

In September, the SEC's Division of Corporation Finance issued a no-action response concerning notes referencing individual securities, ETFs, ETPs, indices and baskets. The position provides an additional route for abbreviated disclosure and updates aspects of the framework established by the 1996 Morgan Stanley no-action letter.

Mayer Brown submitted the request that led to the SEC response, with Pinedo previously telling SRP that the guidance provides greater certainty for issuers looking to reference recent IPO and direct-listing companies and should also allow issuers to make greater use of abbreviated ETF disclosure.

The SEC subsequently clarified that the September response is not mandatory and does not replace or restrict the existing Morgan Stanley framework. The clarification means issuers can continue to rely on the existing guidance while choosing to use the newer position where its conditions are met.

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