Sandra M. Rocks’ practice focuses on commercial  financing, including secured transaction and bankruptcy law.

Sandra works primarily with financial institutions  in connection with financial market products, in  particular, in the development and analysis of  arrangements designed to mitigate credit risk and  minimize adverse regulatory capital implications. She is active in Cleary’s FinTech practice as one of the principal advisors on commercial law implications of the use of digital assets.

Sandra is a member of the drafting committee for the proposed new Article 12 of the Uniform Commercial Code (and related amendments) governing digital assets, which is expected to be finalized by July 2022.  She is a co-chair of a bar association task force on Intermediated Securities Holding Infrastructure, and was involved in the development of the Hague Securities Convention.

Sandra joined the firm in 1980 and became counsel in 1990.

Notable Experiences

Notable Experience

  • Extensive record of participation, on behalf of the financial industry and as a legal expert, in law reform efforts, both domestic and international, involving intermediated securities and other financial products

  • Paxos Trust on the insolvency treatment of custody arrangements for stablecoins

  • Gemini on structuring stablecoins as well as custody and control agreements for various digital asset activities

  • Avanti in connection with the development of the Avit and associated commercial law and insolvency issues

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Selected Activities

  • Drafting Committee Member, American Law Institute (Proposed Uniform Commercial Code amendments to address emerging technology, including Article 12 dealing with certain digital assets)

  • Co-chair, ABA’s Business Law Section Task Force on Intermediated Securities Holding Infrastructure, which is studying risks and inefficiencies in the intermediated holding system

  • Faculty; Financial Institutions, Markets, and Transactions Training Series; 2022-2023
  • Former Chair, ABA Business Law Section’s Uniform Commercial Code (UCC) Committee Task Force on Cleared Swaps
  • Two-time Former Chair, Investment Securities Subcommittee of the ABA Business Law Section UCC Committee
  • Former Chair, International Commercial Law Subcommittee of the UCC Committee
  • Member, TriBar Committee on Legal Opinions (Participated in TriBar’s preparation of its original and updated reports on security interest opinions under Article 9 of the UCC)
  • Former Member, Subcommittee on Investment Securities’ Task Force on Proposed Treasury Regulations Governing Book-Entry Securities, which studied and provided comments to the Department of the Treasury on regulations governing book-entry Treasury securities
  • Former Member, SEC’s Market Transactions Advisory Committee, established to advise ways in which to reduce risk in the efficient clearance and settlement of market transactions
  • Former Chair, Bankruptcy Subcommittee of the SEC’s Market Transactions Advisory Committee
  • Author of numerous articles on UCC and securitization matters, including the “Survey of International Commercial Law Development” for The Business Lawyer
  • Frequent speaker on Articles 8 and 9 of the UCC and related international initiatives at bar associations and privately sponsored educational programs, both domestic and international
  • Co-author of the American Bar Association’s “The ABCs of the UCC – Article 8: Investment Securities” (first and second editions)



What Happens if Congress Fails to Raise or Suspend the Debt Ceiling: How Market Participants Can Prepare for a Worst Case Scenario,” Cleary Gottlieb Alert Memo, January 25, 2023 (co-author with Hugh C. Conroy, Penelope L. Christophorou, Allison H. Breault, Brandon M. Hammer, and Wankun (Charles) Wang)

Third Circuit Holds ‘Triangular Setoff’ Unenforceable in Bankruptcy,” Cleary Gottlieb Alert Memo, March 25, 2021 (co-author with Lisa M. Schweitzer, Sean A. O’Neal, Luke A. Barefoot, Jane VanLare, Penelope L. Christophorou, Kara A. Hailey, and Brandon M. Hammer); republished by Law360

Federal Reserve Finalizes Expansion of Regulation EE’s “Financial Institution” Definition,” Cleary Gottlieb Alert Memo, March 8, 2021 (co-author with Colin D. Lloyd, Hugh C. Conroy, Jr., Penelope L. Christophorou, Brandon M. Hammer, Lauren E. Gilbert, and Graham Richard Bannon)

Summary of U.S. Financial Sector Initiatives Responding to COVID-19,” Cleary Gottlieb Alert Memo, April 10, 2020 (co-author with Derek M. Bush, Katherine Mooney Carroll, Hugh C. Conroy, Jr., Michael H. Krimminger, Colin D. Lloyd, Michael A. Mazzuchi, Jack Murphy, Penelope L. Christophorou, Carl F. Emigholz, Allison H. Breault, Patrick Fuller, and Lauren Gilbert)

AG MIT CMO, LLC v. RBC (Barbados) Trading Corp.: Initial Post-COVID-19 Litigation Challenges to Closeouts of Repurchase Agreements,” Cleary Gottlieb Alert Memo, March 31, 2020 (co-author with Carmine D. Boccuzzi Jr., Rishi N. Zutshi, Penelope L. Christophorou, Lisa M. Schweitzer, Jane VanLare, Brandon M. Hammer, Sean A. O’Neal, Douglas A. Gretz, Colin D. Lloyd, Derek M. Bush)

Custody Transfer of Digital Assets: Key U.S. Legal Considerations,” Global Legal Insights to: Blockchain & Cryptocurrency Regulation 2020, October 28, 2019 (co-author with Michael H. Krimminger and Colin D. Lloyd)

Federal Reserve Board Proposes to Expand Netting Protections of FDICIA to Additional Institutions,” Cleary Gottlieb Alert Memo, May 23, 2019 (co-author with Michael H. Krimminger, Colin D. Lloyd, Penelope L. Christophorou, Knox McIlwain, Brandon M. Hammer, Lauren Gilbert and Ellen Campbell).

Treasury Report Embraces Machine Learning and Artificial Intelligence in Financial Services,” Cleary FinTech Update blog, August 29, 2018; republished by The Journal of Robotics, Artificial Intelligence & Law, January–February 2019 (co-author with Pamela L. Marcogliese, Colin D. Lloyd, and Lauren Gilbert).

Supreme Court Holds Section 546(e) Safe Harbor Does Not Apply to All Transfers Made Through Financial Institutions,” March 1, 2018 (co-author with Seth Grosshandler, Mike Krimminger, Lisa Schweitzer, Sean O’Neal, Luke Barefoot, Penelope Christophorou, Humayun Khalid, Knox McIlwain, Thomas Kessler, and Brandon Hammer), republished on March 29, 2018 by ABA Business Law Today.

“The ABCs of the UCC, Article 8: Investment Securities,” The American Bar Association Second Edition, January 2015 (co-author with Carl Bjerre).

“Survey of International Commercial Law Developments,” The Business Lawyer’s August editions, 2001 to 2004 (co-author).