Introduction
When Silicon Valley Bank failed in March 2023, it became one of the largest banking collapses in U.S. history, and it served as an inflection point for an entire generation of in-house legal careers. Many lawyers left. Our guest today, Ajay Kattel, stayed with SVB Financial Group to help charter a new course.
Today, Ajay is General Counsel & Corporate Secretary at SVB Financial Trustand MNSN Holdings Inc., the reorganized successors to SVB Financial Group. From that seat, he oversees legal, regulatory, and corporate governance work across two distinct companies that emerged from the Chapter 11 restructuring: SVB Financial Trust on one side, and MNSN Holdings on the other. The mandate spans a full corporate governance refresh that included a new board, a new C-Suite, and a new corporate structure, but the same need for sound, actionable guidance across various aspects of securities, regulatory, and litigation oversight,
In the conversation that follows, Ajay walks through what it actually took to lead a legal function after a regulatory and structural earthquake. He talks about why he joined SVB Financial Group, the seismic shifts he and his team navigated through and coming out of Chapter 11, the build/buy calculus that now defines the function, and the shift every aspiring GC has to make: from being the person who knows the answer to being the person who can risk-weight the question and bring a recommendation to the executive table to build (or, re-build) the house.
But to understand how Ajay arrived at this seat, it helps to start a little earlier.
The Path to General Counsel
Zac: Before we get into your current seat, walk us through how you got here. What’s the path that took you from law school to General Counsel at SVB Financial Trust?
Ajay:It’s been an arc through some of heavily regulated corners of finance, though it didn’t start that way after graduating from the University of Miami with a degree in finance. Both during and after graduating from the University of Denver Sturm College of Law, I started out in energy law at a boutique firm in Denver, analyzing title and property records to determine party interests in surface and mineral rights, supporting midstream contracts focused on leases, rights-of-way, and easements. It was technical, document-heavy work, but it taught me how to read structures and figure out where risk actually lives.
From there, I spent a few years in Seattle, in both transactional and litigation roles, including LIHTC financing structures, a Department of Justice inquiry, and a multi-district federal tort matter for a Fortune 100 company, while picking up bar admissions across Hawaii, Washington, Montana, and Colorado, which gave me some flexibility about where to land next. While in Seattle, I oversaw defensive litigation related to bankruptcy preference and fraudulent transfer matters for top-five banks. That work pulled me squarely into the financial services orbit.
Zac: And that brought you back to Denver and to Bank of America?
Ajay: It did. I joined Bank of America and eventually moved back to Denver as Assistant General Counsel & Vice President. I spent three years with Bank of America supporting consumer banking and lending across the full spectrum: deposits, payments, secured and unsecured lending, mortgage, bankruptcy, and litigation. A lot of the work was translating dense federal statutes (EFTA, FCRA, SCRA, ECOA, UDAAP, and their state-law counterparts) into something the business could actually use. Honing this skill of being a voice the business understood and trusted was probably one of the most valuable skills I’ve developed over the years. We built out platforms for consumer banking, bankruptcy monitoring, and regulatory notice handling, and I helped clarify a key legal citation that allowed the bank to realize a previously-ignored revenue stream.
Zac: And from Bank of America, you came to Silicon Valley Bank in 2016. What did the next seven years look like before the failure?
Ajay:I joined Silicon Valley Bank as Corporate Counsel, covering all aspects of private banking, consumer specialty lending and mortgage, payments, tailored lending, and private wealth management, and over the next seven years, my work expanded into support for registered investment adviser and retail brokerage capabilities, commercial deposits, product development, and other capabilities that supported the unique innovation ecosystem clients that were changing the world. I served as lead attorney for SVB Private and a member of its senior leadership team, helping grow that unit into a core pillar of the bank. I was very fortunate to be surrounded by amazing legal colleagues and learned a ton from them about innovation and clarity in the legal function and consider that training essential to when I started to build a team myself.
In addition, and something I found very rewarding was the time I served on the executive board of the Silicon Valley Bank Foundation, a 501(c)(3) with an operating budget north of $25 million, from 2017 through 2023, helping steward the non-profit’s growth platforms and its CRA-focused community development work. I really enjoyed my time with the Foundation, as it really keyed on enabling employee volunteerism not only in the innovation ecosystem, but where it did the most impact, in employees’ own communities.
Choosing to Stay
Zac: After Silicon Valley Bank failed, you stayed with SVB Financial Group through its Chapter 11 and reorganization. Why?
Ajay: Honestly, for the longest time, I didn’t have a clean answer. I’d tell people, “I thought it was interesting, I knew I’d learn a ton.” Both of these were true, but the real answer became clearer over time. When you look back at the work, you start to see that navigating choppy waters is one of the more valuable things you can do as an executive. People ask, “How did you get through all that?” That experience, that scar tissue, is hard to manufacture, but incredibly important.
If you’d asked me three years ago whether I wanted to live through a bank failure and a Chapter 11, I would have said absolutely not. But I’m glad I have the experience now. It changes how you read situations. It changes the kinds of problems you’re confident handling and it develops a confidence that allows me to sit at the table with our executive team and board.
Zac: When the ship feels like it’s sinking, the instinct is to bail, and sometimes that really is the right call. But sometimes it’s an opportunity that defines the rest of your career, like in your case. Did you see that in real time, or did you arrive at it later?
Ajay: Most of it has only come into focus looking back. In the moment, you’re focused on the next problem: the next regulatory question, the next board meeting, or the next conversation with a team member who isn’t sure where they fit into the new normal. You don’t have a lot of bandwidth to think about how this is going to shape the next steps, and the narrative arc is something you only see afterward.
Reshaping the Function After Chapter 11
Zac: When SVB Financial Group emerged from Chapter 11, you weren’t just running a smaller version of the same legal function. You were running a fundamentally different one. Walk us through what actually changed.
Ajay: There were two seismic shifts, and they happened more or less simultaneously.
The first was a regulatory shift. Before the failure, SVB Financial Group was a federally regulated, public reporting bank holding company subject to the full set of duties and obligations that go with public company disclosure and bank regulatory oversight. Coming out of Chapter 11, we were no longer a bank holding company, and the two companies that emerged (SVB Financial Trust and MNSN Holdings Inc.) were not public reporting entities. However, the duties didn’t go away; they changed shape. We’re still dealing with quarterly reporting for both companies, we still manage through material nonpublic information, and we still have rules and regulations to adhere to, but the framework underneath all of it is different.
The practical consequence for the legal function was that we had to think hard about the exposure we may not have had to worry about previously. Gone were the registered investment adviser exemptions for banks, gone are the EDGAR filings. But replacing them are queries from shareholders on trading restrictions and quarterly reports, questions from internal business teams relating to RIA activity, investment confidentiality obligations, and overall governance, so we had to look at all of it fresh.
Both SVB Financial Trust and MNSN Holdings Inc. are important companies with different profiles. Support for one may look naturally different from the other (and both look different than legal support did for a bank holding company and bank), but the same core tenets of overseeing and providing sound legal advice don’t change.
Zac: So you’ve got two companies, two regulatory profiles, and a legal team that was originally designed for a third profile entirely.
Ajay: That’s exactly right. The question we regularly have to keep in mind is: what does each of these businesses actually need from its Legal partners? We can’t easily look at the old company’s need, or the nice to haves, but what does this particular unit need in order to keep moving? That question shaped the overall staffing and structuring decision that came out of the emergence and reorg.
Zac: One thing that strikes me about that: you’ve got two entities with very different (and perhaps even opposing) regulatory pressures. How do you build a legal function that holds both at the same time?
Ajay: That’s exactly the tension. On the SVB Financial Trust side, we need to make sure we’re putting up the appropriate structures and barriers to proactively manage risk while asserting rights through our investment portfolio. We have structural protections that need to be deliberate and grounded in regulatory structure for the Trust. On the MNSN side, we have to take the same approach, but for a holding company operating a go-forward business, so we have make sure they can do everything they need to do to run their business and focus on what they’ve been doing so well?
What that meant in practice is that, much like many legal departments, there were segments. We couldn’t think of “the legal department” as one undifferentiated thing serving one company anymore, but we also had to segment across support and companies as well. Different parts of the function are oriented toward different regulatory profiles. We still have to manage overall corporate governance, material nonpublic information and general oversight – that never changes; but now that the underlying rules and the audience are no longer the same, being clear-eyed about which work goes where and which questions go to whom is half the job.
Right-Sizing the Team Through Honest Conversations
Zac: That kind of restructuring isn’t just a regulatory exercise; it has real consequences for the overall legal department. How did the legal team morph?
Ajay: Immediately before the bank seizure, we had a nimble, agile legal team that had clear focus and specialty, such as teams that managed corporate governance and strategy working alongside commercial banking and lending teams, and others for focus on infrastructure, privacy, and litigation. Coming out of the reorg, we reverted into a different legal function, one that had to a little bit more of a jack-of-all-trades function, with our investments-centric legal support also able to backstop fielding regulatory questions, our litigation oversight crossing over with our infrastructure support. It has resulted in a legal + operations + risk + compliance + oversight + business overlap, which I like since it keeps Legal at the table.
That kind of structure doesn’t always appeal to everyone, but it’s a gift to the team. You owe your team clarity, even if the clarity isn’t what they were hoping to hear.
The flip side is that we also had to build new capacity. The Legal team had been developing a different set of legal and technical muscle, one focused on a different core business and outlook. The reorganization shift required (and continually requires) reconsidering everything about the legal support model. The team is leaner now overall, but the function is much more streamlined around what each business actually needs. You take the piece of clay you’ve been given, and you figure out which parts to take off, remold, and put back on.
The Outside Counsel Build/Buy Calculus
Zac: One of the consequences of running a leaner team is that reliance on outside counsel matters more. How do you think about what stays in-house vs. what goes outside?
Ajay: The questions haven’t gone away; we still need to know what our obligations might be, and we still need expert-level answers. What’s changed is that we may not have (or need) that expert sitting in a seat full-time. We use outside counsel differently now, particularly on specialty work where volume may not justify a full in-house headcount, or where we need legal bandwidth support for our in-house expert. Balancing sound advice with business need (and, efficiency and cost) is a fun juggling act.
In-house counsel is always responsible for overseeing all work that comes out of Legal. Where we can use in-house for work that needs continuity and business context, we do, and where we need to engage our outside partners for the work that needs depth in a narrow specialty, we do. As a leaner team, naturally there’s a right-sizing of support and a constant iteration of this support. But no matter what, you want to be an in-house partner in meetings, in the room when strategy gets shaped, and at the table when decisions need to be made.
The thing that never changes is how we provide a clear, actionable perspective that aligns to business need.
The Juggling Act: Knowing What’s Glass
Zac: When you’re leading a function through that kind of pressure, involving a new regulatory profile, two companies, and a team going through real transitions, you’re juggling more than any one person can keep going. How do you think about what to prioritize when everything looks urgent?
Ajay: You learn that you’re trying to keep a lot of balls in the air, and the challenge isn’t to keep every ball in the air; that’s not possible. Some of the balls are invariably going to hit the ground. It comes down to prioritization and knowing which responsibilities are urgent and important (like glass) and which can bounce back or moved (like rubber). That’s the reality. The question is the same: which issues do you need to prioritize because if the ball drops, it will shatter?
So, ultimately, you have to be comfortable with being uncomfortable. No one wants to drop a ball, but you have to get comfortable letting the rubber ones hit the ground to save the glass ones. And being honest with yourself about which is which before the pressure forces the decision for you is a skill that takes time to develop.
Zac: That kind of discernment only really develops through experience, right?
Ajay: It does. You don’t learn it from one or two stretches of high pressure; you learn it through the longer arc. Situations where you’ve watched something break because you assumed it was rubber and it turned out to be glass, or where you spent a lot of extra time trying to save but it was rubber all along. The scar tissue is what teaches you. The first time you have to make a triage call like that under real pressure, you may not get it fully right. After you’ve done it enough, the intuition is sharper. Unfortunately, you just don’t get to skip the learning part.
The Shift from Subject Matter Expert to Strategic Voice
Zac: You’ve mentioned enjoying the building aspect of the role to me in the past, and you’ve drawn a sharp distinction between being a subject matter expert and being a GC. Walk us through how you frame that.
Ajay: I had a conversation with a law student recently who asked me about the “quickest path to becoming a GC” and how to go in-house to accelerate that pathway. And my advice was: don’t focus on being the person who knows the answer to one singular thing. While a great tool to have, the value of a GC isn’t being the only person in the room with the right answer; it’s being able to risk-weight an issue, identify pathways to resolution, and bring it to the executive table, and say, “This is what I think we need to do.” In other words, it’s about being a problem solver, regardless of what the problem ends up being.
That’s not always comfortable. Having a point of view means sometimes the business goes a different direction. Sometimes Legal says, “We could do A, B, or C, and I think we should do A,” and the CEO says, “We’re going to do B.” That’s the job. The mark of a true legal leader is quickly ruling out things that cannot be done, identifying things that can, and then bringing a risk-calibrated, clear perspective about how to drive the business forward. That’s the part of the role that turns you into a leader rather than a senior practitioner.
Zac: I think that’s a real mindset shift for a lot of folks. What helps attorneys make that shift earlier?
Ajay: Risk-weighted decisions instead of absolutism. If you’re waiting until you’re 100% certain of an answer to weigh in, you may already be too late. You need to express a perspective. Most of the meaningful decisions an executive team has to make happen under uncertainty. The GC who refuses to take a position because the law isn’t perfectly settled is only providing legal advice; they’re not providing leadership. You have to get comfortable saying, “This is what we can’t do, these are the options we can look at, and here’s what I think we should do and the risk we need to calibrate to.” That’s the muscle.
Zac: And you’ve connected that shift to the idea of “building,” noting that having a point of view is what lets you actually build something. Can you share more about that?
Ajay: I like the building aspect of the role. When I joined Silicon Valley Bank, the foundation was there, and I was allowed to build parts of an incredible house with an incredible Legal team. Then everything got torn out, and we started rebuilding. Building doesn’t always look the same. Sometimes you’re adding a room. Sometimes you’re remodeling. Sometimes putting the structure back together after the foundation has shifted. But you can’t get to the building part at any of those stages if you don’t have a point of view about where the thing should go.
