Financial Markets Legal Update Seminar

Transcription

1 Financial Markets Legal Update Seminar Programme 18 May 2017 Stream 1 Capital Markets Stream 2 Banking / Restructuring & Insolvency Stream 3 Financial Services / Tax 12:30-13:00 Registration and sandwiches Opening 13:00-13:30 Key note speaker Andrew Williams (Former Wealth Management GC and Chief Compliance Officer of UBS) Session 1 13:30-14:15 Debt Capital Markets Marieke Driessen Peter Voorhees General Banking Frédérique Jacobse Financial Regulatory 14:15-14:45 Break Session 2 14:45-15:30 Structured Finance Jeroen Bos Marieke Driessen Real Estate Finance Jan-Joost van Rijsbergen Funds Steven den Boer Wieger ten Hove Joyce Kerkvliet Session 3 15:30-16:15 Derivatives Insolvency Law Erwin Bos Tax Steven den Boer René van Eldonk 16:15-18:30 Drinks & canapés 1

2 Opening 13:00 Observations from a recovering general counsel or things I wish I d known when I took on the job. Andrew Williams Session 1 13:30 Stream 1: Recent Developments in Debt Capital Markets We will discuss developments in the debt capital markets, including around disclosure standards, comfort letters, market abuse and regulatory capital in European and US transactions. What impact have various new regulations and quantitative easing had on the debt capital markets practice? What challenges lie ahead as a result of Brexit and Capital Markets Union proposals? Marieke Driessen & Peter Voorhees Stream 2: Bankers Beware: Recent English Case Law A short journey through recent judgments of the English courts on banking related issues, including asymmetric jurisdiction clauses, demand guarantees and definition of close of business. Frédérique Jacobse Stream 3: A Regulatory Winter Is Coming While we struggle to address and implement current financial regulations, we must prepare in various ways for the next wave of regulations. Which ones should we keep an eye on and dare we take a break? Session 2 14:45 Stream 1: Recent Developments in Structured Finance We will discuss the latest developments on topics such as securitisation and covered bonds, including the latest proposals on STS securitisations, as well as structured product governance, including PRIIPS. Jeroen Bos & Marieke Driessen Stream 2: Structural and Contractual Subordination A comparison of the investment and financing structures set out in the two intercreditor agreements for real estate finance transactions of the LMA: the originally published intercreditor agreement, which provides for structural subordination, and the recently published intercreditor agreement, which provides for contractual subordination. Jan-Joost van Rijsbergen Stream 3: FGR, the Rising Star of Dutch Investment Funds? There is a growing interest for the Netherlands as domicile for investment funds. In particular the non-corporate structure fund for joint account (fonds voor gemene rekening or FGR) which can be used as a vehicle for institutional funds, retail funds and asset pooling has become more popular. This session will detail the key characteristics and advantages of an FGR from a civil, tax and regulatory perspective. Steven den Boer, Wieger ten Hove & Joyce Kerkvliet 2

3 Session 3 15:30 Stream 1: Derivatives Markets not Leaving the Regulatory Spotlight yet As we are struggling to implement the last obligations under EMIR, our attention must shift to other regulations affecting the derivatives markets. Which rules does MIFID2 impose in this area, apart from the well-known trading obligation? Stream 2: Recent Changes to Insolvency Law; about Thumb Screws for Directors and more Comfortable Security for Banks Over the past year, the legislator and the Dutch Supreme Court have introduced new elements to Dutch insolvency law. In particular the position of the Dutch insolvency practitioner (curator) has been reinforced vis-à-vis the managing directors, (secured) creditors and third parties (such as accountants). In this session we will run through a number of those changes and discuss the impact for financial institutions in particular. Erwin Bos Stream 3: BEPS: Implications for Funds and Asset Managers The OECD has released its final reports on the Base Erosion and Profits Shifting (BEPS) Action Plan and the focus has now moved to the implementation of the various agreed actions in the participating jurisdictions, including the Netherlands. This session focuses on practical tax implications of BEPS for funds and asset managers. Steven den Boer & René van Eldonk

4 Financial Markets Legal Update Seminar Speakers 18 May 2017 Steven den Boer - Managing Associate T M E steven.denboer@simmons-simmons.com Marieke Driessen - Partner T M E marieke.driessen@simmons-simmons.com Steven advises financial institutions, with a strong focus on tax transactional work in the field of structured finance, capital markets and investment funds. His recent work includes Dutch and international tax advice on securitisations, repackaging transactions and advising a number of the largest Dutch pension schemes on investments in various investment funds. Erwin Bos - Partner T M E erwin.bos@simmons-simmons.com Marieke advises on financial transactions in the fields of capital markets, structured finance and banking. She has a broad experience in managing international primary and secondary securities offerings, structured products and credit facilities. She represents financial institutions and large international corporations. Marieke regularly lectures and publishes in areas of her expertise. René van Eldonk - Partner T M E rene.vaneldonk@simmons-simmons.com Erwin specialises in restructuring & insolvency with a particular focus on (prevention of) financial litigation. His recent work includes acting for a top 3 domestic banks in a cross-border restructuring, acting for a distressed debt investor in an acquisition. Erwin frequently lectures on restructuring and insolvency in the Dutch lawyer s educational programme and the permanent education course for the bar association. Jeroen Bos - Partner T M E jeroen.bos@simmons-simmons.com René specialises in high end tax transactional and tax planning work. His recent work includes advising major international investment banks and other financial institutions on capital markets and structured finance transactions, advising asset managers on setting up tax efficient funds and investment structures and advising both sellers and purchasers on complex M&A transactions and tax efficient financing of those transactions. Wieger ten Hove - Counsel T M E Wieger.tenhove@simmons-simmons.com Jeroen specialises in asset-backed financing and advises issuers, arrangers and dealers. He represents large financial institutions in their capacity as originator or arranger. His recent work includes the establishment of conditional pass-through covered bond programmes and Dutch RMBS transactions. Jeroen has been involved in various non-performing loan sale transactions. Wieger is a civil-law notary and specialises in Dutch corporate and company law. His specific expertise includes corporate governance, corporate structuring, (cross-border) reorganisations / re-locations and refinancings. His recent work includes advising a Dutch listed financial institution on a (cross-border) reorganisation, a Dutch listed retailer on its corporate governance and a Dutch asset manager on setting up an investment fund. 4

5 Frédérique Jacobse - Counsel T M E frederique.jacobse@simmonssimmons.com - Partner T M E rezah.stegeman@simmons-simmons.com Frédérique specialises in bank lending transactions, in particular real estate financing, project finance and syndicated lending transactions. She regularly advises on large scale corporate financings in the Dutch debt market. Frédérique acted as legal counsel to the lenders on some of the major project financing deals in the Netherlands (in particular in the renewable energy sector) including multi-sourced financings. Joyce Kerkvliet - Counsel T M E joyce.kerkvliet@simmons-simmons.com Rezah specialises in financial regulation and derivatives documentation. His recent work includes CRD, EMIR and MiFID2 advice and negotiating collateral and clearing documentation. Rezah frequently lectures in his area of expertise (including at two universities, the Dutch lawyer s educational programme and Grotius Academie). Peter Voorhees - Partner T M E peter.voorhees@simmons-simmons.com Joyce specialises in financial markets regulation in relation to investment products, asset management and other investment services, and investment advice. She focusses in particular on the structuring of regulated and non-regulated schemes for collective investment and asset pooling. Her recent work includes mainly MiFID2 advice. Jan-Joost van Rijsbergen - Partner T M E jan-joost.vanrijsbergen@simmonssimmons.com Peter is a US-qualified international capital markets lawyer who specialises in advising investment banking, governmental and corporate clients on multijurisdictional debt and equity transactions. His client base includes several of the most significant issuers and underwriters active in the Dutch and international capital markets. Andrew Williams - Adaptive Consultant T M E andrew.williams@simmons-simmons.com Jan-Joost is an all-round finance lawyer with broad experience in debt financing, ranging from corporate loans to leveraged finance and structured finance. He specializes in all relevant asset classes of real estate finance. Jan-Joost acts for Dutch banks, international banks and other (non-bank) lenders, institutional investors, as well as real estate and real estate debt investors. Andrew is the former Chief Compliance Officer and Wealth Management / EMEA General Counsel and specialises in contentious and non-contentious regulatory matters, particularly those with a multi-jurisdictional aspect. He has worked in London, Sydney, Singapore and Zurich. In addition to working with Simmons & Simmons, Andrew chairs the disciplinary committee of the Financial Reporting Council in London, runs a business specialising in coaching legal, risk & compliance teams and is a visiting lecturer at the University of Zurich. elexica.com is the award winning online legal resource of Simmons & Simmons Simmons & Simmons LLP All rights reserved, and all moral rights are asserted and reserved. This document is for general guidance only. It does not contain definitive advice. SIMMONS & SIMMONS and S&S are registered trade marks of Simmons & Simmons LLP. Simmons & Simmons is an international legal practice carried on by Simmons & Simmons LLP and its affiliated practices. Accordingly, references to Simmons & Simmons mean Simmons & Simmons LLP and the other partnerships and other entities or practices authorised to use the name Simmons & Simmons or one or more of those practices as the context requires. The word partner refers to a member of Simmons & Simmons LLP or an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of Simmons & Simmons LLP s affiliated practices. For further information on the international entities and practices, refer to simmons-simmons.com/legalresp Simmons & Simmons LLP is a limited liability partnership registered in England & Wales with number OC and with its registered office at CityPoint, One Ropemaker Street, London EC2Y 9SS. It is authorised and regulated by the Solicitors Regulation Authority. A list of members and other partners together with their professional qualifications is available for inspection at the above address. B_LIVE_EMEA1: v9