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   Finance (Derivatives)

 

  • Compliance with U.S. banking laws, rules and regulations relevant to derivatives and other financial markets transactions, such as the Commodity Exchange Act, Dodd-Frank Act (particularly Title VII), Federal Register documents, Securities Act, U.S. Commodity Futures Trading Commission (CFTC) regulations, such as Swap Dealer requirements.

 

  • Compliance with foreign banking laws, rules and regulations relevant to derivatives and other financial markets transactions, such as Basel III, European Market Infrastructure Regulation (EMIR), markets in financial instruments directive (MiFID) II.

 

  • Compliance with the 1936 Commodity Exchange Act (CEA) Section 5h regulating swap execution facilities (SEFs) pursuant to Securities and Exchange Commission (SEC) and U.S. Commodity Futures Trading Commission (CFTC) oversight, as well as CFTC Regulation 40.1(f) for dormant SEFs and CFTC Regulation 37.3(b) for SEF reinstatement.

 

  • Compliance with Federal Reserve Board (FRB) Regulation T governing cash account (brokerage account) funding for trading securities, to avoid violations such as cash liquidations, good-faith violations and free-riding.

 

  • Consultation for developing frameworks for structured products automation and review.

 

  • Compliance with the ISDA 2018 U.S. Resolution Stay Protocol, initial margin rules, London Interbank Offered Rate (LIBOR) fallback language, netting and collateral enforceability, qualified financial contract (QFC) Stay Rules – where either the transaction is subject to non-US law or the counterparty resides outside of the US, and/or, the transaction includes direct or indirect cross-default rights against the Covered Entity, and/or the transaction has restrictions on the transfer of credit support provided by an affiliate to an insolvent global systemically important bank (G-SIB).

 

  • Consultation regarding secondary sales issues for liquidity transactions, including SEC Regulation 14E tender offer restrictions, S-1 representations, statutory balance sheet tests, tax implications – such as 409A valuation, capital gains and qualified small business stock (QSBS) – and anti-trust (such as if a Hart-Scott-Rodino filing may be required).

 

  • Consultation regarding fixed-income securities such as bonds (corporate, municipal, high-yield/junk, treasury), treasury bills, treasury notes, certificates of deposit (CDs) and preferred stock.

 

  • Consultation for sales, structuring and trading of derivatives, futures, options and complex transactions, such as credit derivatives, deal-contingent equity-linked swaps, FX forwards, loan-related transactions, longevity products, OTC equity derivatives, repurchase transactions, structured notes, total return swaps, and timely responses to related questions from internal business partners.

 

  • Consultation for negotiators involved in the documentation of master trading agreements regarding rules, regulations and market practices applicable to structured notes and OTC equity derivatives.

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  • Consultation regarding closing out distressed counterparties’ derivatives, restructuring derivative positions as required and assisting in workout-related matters.

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  • Consultation regarding margin on uncleared swaps, mandatory clearing, swap execution facility rule amendments, securities based swap regulatory regime.

 

  • Consultation for secondary sale transactions related to portfolio fund interests from letter of intent through closing.

 

  • Consultation regarding management company formation, arrangements among principals, investment professionals, employee compensation, strategic partnerships and portfolio manager arrangements, as well as with upper-tier third-party investment management mergers and acquisitions (including minority stake investments) from term sheet stage through closing.

 

  • Consultation on regulatory and compliance issues, such as development of compliance tools, policies and procedures.

 

  • Derivatives legal work for a wide range of principals such as broker-dealers, commercial and investment banks, hedge funds, insurance companies, investment companies, limited partnerships, pension funds, private equity firms, sponsors of special purpose corporations.

 

  • Drafting, negotiation, coordination and execution of investment management agreements, investment guidelines, including trading documentation such as the International Swaps and Derivatives Association (ISDA) master agreement, credit support annex (CSA) and fund documentation such as the private placement memorandum (PPM), subscription agreement (SA), investor questionnaire (IQ), limited partnership agreement (LPA), investment management agreement (IMA), administration agreement (AA), custody agreement (CA), general partner operating agreement (GPOA) and prospectus.

 

  • Drafting, negotiation, coordination and execution of various agreements – accelerated share repurchase (ASR), account control, cleared derivatives execution (CDEA), e-FX platform, global master repurchase (GMRA), global master securities lending (GMSLA), investment management, master confirmation (MCA), master repurchase (MRA), master securities forward transaction (MSFTA), master securities loan (MSLA), prime brokerage, securities loan (SLA), securities service level (SSLA), trading platform – and related documents such as indentures, long-form confirmations for various derivatives and FX products, margin loan documentation, offering memoranda, security-based swap confirmations, share buyback engagement letters,  and swap confirmations.

 

  • Drafting, negotiation, coordination and execution of ISDA master agreements for trading credit derivatives such as credit default swaps (CDSs), as well as for collateralized debt obligations (CDOs), credit default swap options and credit spread forwards (CSFs).

 

  • Drafting, negotiation, coordination and execution of ISDA master agreements in regarding energy (wholesale electricity and natural gas) swaps.

 

  • Drafting, negotiation, coordination and execution of term and open (on-demand) repurchase agreements (repos), such as tri-party, specialized-delivery and held-in-custody.

 

  • Drafting, negotiation, coordination and execution of securities lending agreements (SLAs) for securities lending transactions involving arbitrage, hedging, fails-driven borrowing and short-selling.

 

  • Drafting, negotiation, coordination and execution of non-recourse and limited-recourse loan documents for project finance transactions involving development, infrastructure, power, transportation and build, operate and transfer (BOT) situations.

 

  • Drafting, negotiation, coordination and execution of master netting agreements and use of various netting strategies (such as bilateral, close-out, multilateral, novation and settlement/payment) for efficiency in complex transactions.

 

  • Drafting, negotiation, coordination and execution of various organizational documents for clients, private funds or managed accounts and assisted in the detailed review and preparation of their offering and marketing materials, the development of their fund-raising strategies, and negotiated with U.S. and non-U.S. investors investing in such funds.

 

  • Drafting, negotiation, coordination and execution of governing agreements incorporating limited control and revenue strip arrangements for the management company and general partner entities.

 

  • Experience with corporate and private funds, equity and fund-linked synthetic exposure in OTC and Note formats.

 

  • Drafting, negotiation, coordination and execution of letters of intent, purchase and sale agreements, right of first refusal (ROFR) notices and transfer agreements.

 

  • Drafting of new, and periodic review of existing, corporate policies regarding compliance with the guidelines established by the relevant legal, regulatory and ethical domestic and international frameworks, as related to operations, transactions and reputational issues.

 

  • Drafting and review of corporate policies and procedures for forex (FX) and derivatives transactions.

 

  • Experience with forex currency products, spot transactions, rollovers, forward transactions and futures

 

  • Management and training for all personnel regarding reputational risk management initiatives and incidents.

 

  • Experience with credit derivatives, fixed income derivatives, fund-linked transactions, interest rate swaps and interest rate trading confirmations, supporting interest rate sales and trading desks, secured lending,

 

  • Experience with the formation of a variety of private investment funds, such as buyout, co-investment, credit, distressed-debt, energy, fund-of-funds, hedge, hybrid, infrastructure.

 

  • Familiarity with interest rate derivatives (IRDs), both linear – such as interest rate swaps (IRSs), whether vanilla – such as vanilla IRSs and vanilla swaptions, modified – such as bespoke IRS and customized IRS, or exotic – such as in-arrears IRSs and cross-currency swaptions, forward rate agreements (FRAs), zero coupon swaps (ZCSs), cross-currency basis swaps (XCSs) and single-currency basis swaps (SBSs) – and non-linear – such as constant maturity swaps (CMSs), as well as interest rate caps and floors, swaptions, eurostrips, swaptions and interest rate call options.

 

  • Familiarity with the structuring of equities including preferred and common stock, ownership interests, vesting, exit events, payment of dividends.

 

  • Familiarity with relevant netting and collateral enforceability opinions, such as relating to the ISDA termination, bilateral close-out and multibranch netting provisions of the master agreements, International Financial Institutions (IFIs), e-contracts, client-clearing – such as principal to principal (P2P), Capital Requirements Regulation (CRR) Article 305(2)(c) and for rights of a US-registered Futures Commission Merchant (FCM).

 

  • Familiarity with electronic FX (e-FX) trading-related products and platforms, such as Barracuda FX and FENICS Dealing Engine, as well as technologies related to algorithmic trading (algo-trading) vendors such as Algo Logic, Algorithmic Trading.net, HRT, QuantConnect, SmartQuant, Stormchaser Technologies, The Python Quants, Tino IQ, Trade ToolsFX and WaveBasis, and banks, such as UBS Neo.

 

  • General understanding of the Central Clearing and Settlement System (CCASS) third-party clearing (TPC) participantship relationships utilized within the Hong Kong Exchanges and Clearing Limited (HKEx) market system, such as exchange participants (EPs), general clearing participants (GCPs) and non-clearing participants (NCPs).

 

  • Involvement in structuring transactions involving accredited investors, such as venture capital partnership participation in leveraged buyouts (LBOs), utilizing direct investment of private equity from funds and individuals, limited liability partnerships, joint ventures and other forms of legal entities, as well as private investment in a public entity (PIPE).

 

  • Monitors emerging regulations related to derivatives, swap dealer registration rules and requirements.

 

  • Oversight of structured products work, providing legal guidance to business partners and transaction management.

 

  • Participates in industry advocacy as a contributor to relevant industry groups, including the Futures Industry Association (FIA), ISDA, National Futures Association (NFA) and Securities Industry and Financial Markets Association (SIFMA).

 

  • Familiarity with numerous classes of swaps and derivatives.

 

  • Provides legal support to the corporate equity derivatives desk transacting equity margin loans, call spread overlays, accelerated share repurchases (ASRs) and unique solutions for over-the-counter (OTC) off-exchange transactions.

 

  • Provides legal support for equity-linked structured products and listed equity options.

 

  • Provides legal support to broker dealer and swap dealer entities for equities and fixed income business lines with respect to compliance and regulatory issues, corporate law issues and other general legal matters.

 

  • Provides legal support for domestic exchange derivatives and foreign exchange (FX) derivatives (forward contracts, future contracts, options).

 

  • Timely responses to inquiries from business units and other departments (such as collateral management, credit, documentation, marketing, operations, trading) regarding credit, legal or operational issues in the trading documents and other trading-related documentation, or with respect to specific transactional issues.

 

  • Research into brand equity and reputational equity valuation and issues.

 

  • Working knowledge of business conduct requirements, clearing, derivative products, swap execution facilities (SEFs), trade reporting.

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   Last updated 200713_2334

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