Derivatives and ISDA Documentation

Transcription

1 Derivatives and ISDA Documentation Learn About ISDA Documentation with ISDA Definitions This course is presented in London on: 11 Februrary 2019, 23 September 2019 If you have 5 or more participants it may be cost effective to have this course presented in-house either on your premises or via live webinar. Trusted By: The Banking and Corporate Finance Training Specialist

2 What Makes This Course Different This is the only course on the market that covers the various derivatives structures, the ISDA Documentation and the Regulatory Aspects all in one day as a stand alone course. Covers the UK and US Regulatory Aspects relating to derivatives specifically. The only course on the market that covers the case law relating to mis-selling of swaps claims The trainer Course has a Overview rare combination of experience that enables her to cover the legal, commercial, regulatory and structuring aspects of this subject matter. The trainer is lawyer with a background from the magic circle law firms, the bulge bracket investment banks as well as accountancy practice, hence she comes with a wide array of experience ranging from working on complex innovative transactions to BAU flow work. Course Objectives Get an overview of what derivatives are, including the aspects and the types of risks hedged Be introduced to how derivatives are traded Have explained to them the different types of derivatives including swaps and equity & credit deriviatives Learn about ISDA documentation with ISDA definitions and ISDA Credit Support Annexes and Credit Support Deeds Be appraised of the financial collateral regulations and pertinent Course Content Introduction: Derivatives overview What are derivatives? Legal concerns: Gaming laws Insurance laws Types of risks hedged: Currency risk Interest rate risk Commodity risk Weather risk Inflation risk Mortality risk Credit Risk Regulatory capital and balance sheet treatment Synthetics How are derivatives traded? Over the counter (OTC) Exchange traded Types of derivatives Swaps Interest Rate Swaps Interest Rate Caps

3 Interest Rate Floors Interest Rate Collars Currency Swaps Options Strike price Call Option Put Option European Style Option American Style Option Bermudan Style Option Forwards and Futures Equity derivatives Credit derivatives Reference Entity Reference Obligations Credit Events Swaptions Total Return Swaps Commodity derivatives Property derivatives Mis-selling of Swaps Claims under English Law Economic climate since 2007 s166 FSMA Review Types of Claims Breach of Statutory Duty s138d FSMA: FCA COBS rules Contract Advisory relationship Tort Duty of care Misrepresentation Misrepresentation Act 1967 Tort Negligence Tort - Fraudulent Implied Contractual Estoppel Limitation Case law ISDA Documentation Introduction The ISDA Architecture of the ISDA documentation 1992 multi-currency cross-border version 1992 local currency single jurisdiction version 2002 version Summary of the ISDA documents and protocols ISDA Protocols What is an ISDA Protocol? Procedure for Adherence

4 Protocol documentation ISDA Definitions 2006 ISDA Definitions 2005 ISDA Commodity Definitions 2014 ISDA Credit Derivatives Definitions 2011 ISDA Equity Derivatives Definitions 1998 FX and Currency Option Definitions Pertinent Issues Mark to market valuations and Netting Insolvency Section 6(e) Early Termination and Events of Default Steps to be taken Commercial considerations Netting legal opinions ISDA 2014 Collateral Agreement Negative Interest Protocol Tax Tax representations and undertakings Tax event FATCA Counterparty issues Legal capacity Limitations in constitutional documents Case law Hammersmith & Fulham Credit Suisse International v Stichting Vestia Groep Documenting Derivatives in Loan Transactions Key Features of a Structured Loan Loan and ISDA Documentation Events of Defaults Additional Termination Events Specified Entities Notional Reductions Collateral Regulations EMIR Purpose Increase stability Standardisation Risk mitigation Scope of EMIR Counterparties CCPs Trade repositories Exemptions Outline of obligations imposed

5 Clearing obligation Reporting obligation Risk mitigation requirements New Margining Requirements 2016 Variation Margin Protocol ISDA SIMM Timeline of implementation MiFID II and MiFIR Purpose Transparency Oversight Scope Regulated trading venues OTFs MTF Broadens scope of MiFID Impact on derivatives Trading on regulated markets Information to investors Limits on commodity trades Level 2 measures Timeline of implementation MAD II Purpose Replaces MAD Extends market abuse regime Scope Includes spot commodities Expands definitions Timeline of implementation US Reforms Dodd Frank Act Title VII US Person FATCA Information reporting Withholding tax Affected parties Payments affected in derivatives trades Background of the Trainer Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance.

6 She has been actively involved in the creation of innovative award winning structured transactions and negotiating complex financings. She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore etc. She holds a Law LLB (Hons) degree from University College London and has worked in the Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy. Course Summary THIS COURSE IS PART 1 OF A TWO PART COURSE, THE SECOND PART IS TITLED NEGOTIATING ISDA MASTER AGREEMENTS. It is highly recommended that participants attend Part 2 of this course after attending this Part 1 as the content in Part 2 is a follow up from Part 1 and covers all the salient issues related to ISDA documentation that can not be covered in Part 1 due to time constraints. Part 1 of this course provides full coverage of the important aspects of derivatives trading. It is relevant for in-house lawyers and private practice lawyers alike, traders and bankers involved in complex structuring involving swaps, ISDA documentation teams, operations teams that book ISDA trades, compliance personnel responsible for ensuring that all regulations relating to ISDA transactions are complied with as well as accountants who advise clients on swap transactions. The first part of this course sets the scene by giving an introduction to derivatives; what they are, why they are used, who uses them and how they are traded. We then go through the various types of derivative products in the market showing the potential of the use of derivatives in a wide range of product sectors. We also cover the claims for mis-selling of swaps under and the relevant claims and case law under English law. The second part of the course covers the workings of the derivatives market and the trade association, ISDA. We then go through the ISDA documentation framework including coverage of the ancillary ISDA documentation. We then cover the pertinent issues in ISDA documented trades such as netting, mark to market valuations, negative interest rates, events of default and early termination to name a few. We will then discuss how to document derivatives in loan transactions and cover some English law cases. The third part of the course will cover the upcoming EU regulatory changes effecting derivatives with a timeline on what to expect when. We will go through how the banks and law firms should prepare for such changes with practical guidance where appropriate. Additionally, we will also cover off some of the more pertinent US regulatory changes that will impact derivatives trading in the UK. Please note that this section is subject to change depending on the time of the year this training course is delivered as per the regulations and guidance that are published from time to time.

7 09:30-17:00 London Standard Price: 695 +VAT Membership Price: VAT In-House Training Delivering this course in-house for 5 or more participants could be very cost effective. The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the precise contents of the seminar. Tailored Learning All of our training courses can be tailored to suit your company s exact training needs. We will work closely with you to help develop a training programme with content that is unique for your organisation. Please us on enquiries@redcliffetraining.co.uk for more information E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements.