The 2020 election has resulted in a number of new rule proposals and changes by the US Securities and Exchange Commission (SEC) and other regulators. As a point of departure, any entity of which more than 40% of its relevant assets (ie, excluding cash or US Treasuries) consists of securities within the meaning of the Investment Company Act (a broad term that includes loans) may have to register as an investment company in the absence of an available exemption. None of the Trusts acted or acts as the related lender, originator or servicer of such student loans; they are merely passive ownership entities that distribute collections to the related securitisation debt and equity investors while hiring third parties to undertake the requisite ongoing administrative and servicing activities on their behalf. The US bank capital rules distinguish between traditional and synthetic securitisations, each with different operational requirements. Number of partners worldwide: 200+ The old trope of competition at US firms was something that the current intake was quick to dismiss too. The structure is otherwise typically similar to the two-tier structure previously described. For contracts without any fallback provision (other than the disregarded fallback provisions described below), or with fallback provisions that do not identify a specific USD LIBOR benchmark replacement or identify a determining person with authority to select a benchmark replacement, a benchmark replacement recommended by the Federal Reserve will automatically replace the LIBOR benchmark in the contract after 30 June 2023. However, such securities offerings generally will look to, and to the extent practicable seek to comply with, the disclosure requirements applicable to registered offerings. Consequently, a key aspect of securitisations is to isolate the issuer and its assets from such bankruptcy risks by: As an alternative to a true sale structure, it is also possible to transfer exposure to the securitised assets using contracts that are protected against the most troublesome bankruptcy powers. Shearman & Sterlings commitment to client service was once again honored in the 2022 edition of Chambers USA. Because there are differences between CLOs and other private funds, the potential application of certain aspects of the proposed rules to existing and future CLO transactions remains unclear. The New York Fed publishes daily SOFR and 30-, 90-, and 180-day SOFR averages, which are compounded daily on each business day. To be eligible for the relief provided under these no-action letters, the securitisation issuer must: The CFTC has also issued various interpretations that allow certain securitisation SPEs that are wholly owned subsidiaries of non-financial entities to avail themselves of certain exceptions from otherwise applicable clearing and margin requirements available to non-financial end users. Banks that are primarily constrained by the leverage ratio, as compared to the risk-weighted assets (RWA) ratio, will also typically view highly rated, but lower-yielding, senior securities as less attractive investments, whereas insurance companies and banks that are primarily constrained by the RWA requirements may find the highly rated senior tranche highly attractive due to the small amount of regulatory capital required. Ambassador at Large for War Crimes Issues; HON. Vac schemers spend each week in a different department. The accounting literature includes commentaries on the legal opinion requirements, including the opinion expressly mentioning each area of continued involvement between an originator and its affiliates and the securitisation SPE. Registered rating agencies, referred to as NRSROs, are regulated by the SEC. Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. In addition, the GSEs issue some risk transfer securitisations that are not guaranteed. Fannie Mae and Freddie Mac are GSEs chartered by Congress for the purpose of providing a stable source of liquidity for the purchase and refinancing of homes and multi-family rental housing. Shearman & Sterling represented Guotai Junan Securities (Hong Kong) Limited and China Galaxy International Securities (Hong Kong) Co., Ltd. as the initial purchasers in connection with DaFa Properties Group Limiteds offering of $100 million 9.95% senior notes due 2022. With $1,012,059,000 gross revenue in 2021, the firm placed 50th on The American Lawyer's 2022 Am Law 200 ranking. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. The principal covenants in a securitisation transaction vary, based on the relevant document and the type of securitisation. Two rounds, the first includes an interview and the second a proper assessment centre with a group exercise, a written exercise, a case study and another interview. Shearman & Sterlings Tax practice plays an integral role in the firms corporate and cross-border practice and provides tax capability in France, Germany, the United Kingdom and the United States. Following the 200708 financial crisis (the Global Financial Crisis), the Exchange Act has been amended to require certain additional disclosure requirements that apply to all ABS, including: Registered ABS offerings are subject to additional disclosure requirements as set forth in Regulation AB, which was significantly revised and updated in 2014 (Reg AB II) to address a number of perceived shortcomings in prior practices and to enhance investor protection in the ABS market. Shearman & Sterling advised Citigroup Global Markets Ltd. as the global coordinator, sole bookrunner and representative of the underwriters of the initial public offering of Black Spade Acquisition Co of 16,900,000 units at an offering price of $10 per unit on the New York Stock Exchange. Conversely, the more numerous the sale characteristics, the greater the likelihood that a purported sale will be respected as such. Contributions to SPEs in exchange for a corresponding increase in the value of any equity held in such SPE would typically also be good consideration. The servicer will typically be responsible for collecting payments under, and ensuring that the issuer complies with, the obligations relating to the collateral. By establishing a wide base of technical knowledge, experience and understanding of each clients needs, we advise clients on their most critical tax matters, including reducing overall tax costs and developing tax-efficient investment and operating structures. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. Shearman & Sterling advised Osaka Gas and its U.S. subsidiary OGUSA in connection with OGUSAs joint venture with MHI Group through its U.S. subsidiary, MHIA, to acquire the 15.7 MWdc Brighter Future Solar Farm project in Caldwell County, North Carolina from the project developer Oriden LLC. Any Exchange Act violation could also result in equitable remedies, including the right of rescission. It is common to obtain a true sale opinion in securitisation transactions that evaluates the relevant facts in light of the factors outlined above. for consumer contracts and most other contracts, SOFR (in place of overnight LIBOR) or term SOFR of the relevant tenor; for derivatives, 30-day average SOFR compounded in arrears (the SOFR rate used in the ISDA protocol); for certain contracts for which a Federal Housing Administration-regulated entity is a party, SOFR (in place of overnight LIBOR) or 30-day average SOFR (or, for Federal Home Loan Bank advances, the SOFR rate used in the ISDA protocol as described above); and. shortfalls in reserves or over-collateralisation; outstanding amounts exceeding applicable collateral borrowing value; delinquencies or charge-offs in excess of specified thresholds; and. annual reports on Form 10-K (with certain ABS-specific modifications specified in Reg AB II); Issuer Distribution Reports on Form 10-D. post specific portions of its Form NRSRO registration on its website; maintain certain records, including in relation to its control structure, for three years; furnish certain financial reports, including audited financial statements and an annual certification, to the SEC; maintain and enforce written policies and procedures to prevent misuse of material non-public information and to address conflicts of interest; and. An issuers most recent annual report filed under the Exchange Act or, for an issuer that has not yet filed an annual report, the prospectus from its registration statement under the Securities Act of 1933 (Securities Act), together with any subsequent Exchange Act periodic reports, suffices. The FDIC has promulgated non-exclusive safe harbour provisions for participations involving covered banking entities in 12 CFR 360.6 that, if complied with, provide additional comfort that the FDIC, when acting as conservator or receiver, will respect such participations as an assignment. One trainee quipped that its more likeable than other types of finance, because its more tangible and more rewarding when youre working to finance something from nothing! Trainees were quick to highlight that the teams work involves plenty of crossover with the firms offices in Abu Dhabi and Saudi Arabia too. The work you do as a trainee has a bigger impact.. The sale of loans and other receivables can also trigger certain gains or losses, generally depending on whether the SPE is part of the same tax-consolidated group as the transferor, and may, depending on applicable law and the characterisation of the transfer, also have consequences for the transferors continued ability to deduct losses from bad loans. and 'Why Shearman & Sterling?' The proposed disclosures do not appear particularly relevant to ABS issuers and would be problematic if made applicable to ABS issuers in their current form. At Shearman & Sterling, being a full service law firm means that we are able to offer a full range of legal services to our clients. US Summer Program. You hear that US firms have cut-throat cultures, but that isn't the case, one emphasised. Investors in unfunded ABS tranches will typically have contingent funding obligations and may be required to provide additional credit support or face replacement if their credit drops below agreed levels. The transaction documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer. The most typical credit enhancements include over-collateralisation, subordination of junior tranches, cash reserves and excess yield on the underlying assets compared to what is needed to service the asset-backed fixed-income securities. in the case of a non-financial foreign entity, the entity must identify and provide information in respect of substantial US owners of such entity. Its fast-paced, but you are never needlessly busy, a trainee told us. disclosure requirements for communications with rating agencies, which, among others, require all information provided to hired Nationally Recognized Statistical Ratings Organizations (NRSROs) in relation to the initial credit rating or any ongoing credit surveillance to be posted to a password-protected website, referred to as the 17g-5 website. Most derivatives, certain mortgage repo transactions and many securities contracts are protected against the automatic stay and some of the most troublesome bankruptcy powers. with respect to transactions where the underlying pool assets bear floating rates, a transition of a specified percentage of those assets from LIBOR based to adjusting using an alternative index. Shearman & Sterling advised IFC on the first housing bond issued in Bangladesh, provided to BRAC Bank Limited. Admittedly, I had no idea what these terms meant going in, one trainee (reassuringly) quipped, but you learn so much as you go. In fact, trainees told us that through regular meetings, the firm was always transparent about what trainees could get involved in, which ranged from document management and helping with conditions precedent, to board minutes and one-on-one emails with clients and counsel. Any state laws relating to the selection of a benchmark replacement or limiting the manner of calculating interest (insofar as such a provision applies to the selection or use of a benchmark selected by the Federal Reserve or benchmark replacement conforming changes) are pre-empted. only hold derivatives for uses permitted under Regulation AB, such as credit enhancement and the use of derivatives to alter the payment characteristics of the cash flow. Servicers are typically the sponsor or an affiliate of the sponsor. There is a liquid TBA market for settlement up to three months after the trade date. Participation agreements will also typically include provisions relating to a participation buyers ability to give consent and otherwise participate in voting actions relating to the underlying asset, as well as elevation rights that establish when either party to the participation can call for reasonable efforts to effectuate a full assignment of title. Insurance companies capital rules are typically more closely tied to ratings. The agencies may also impose civil monetary penalties that can range between USD5,000 and USD1 million per day, and it may seek to impose removal and prohibition orders against any institution-affiliated party (a potentially broad list of persons), which may remove and potentially bar the person from participating in the business of the relevant banking entity or other specified entities. The letter does not directly address privately offered securities that do not rely on Rule 144A, such as a pure private/Section 4(a)2) deal or an institutional accredited investor/Regulation S only deal. The sponsor is responsible for compliance with risk retention and other relevant regulatory requirements. Finalists University of The exemptions most commonly used for securitisations are Rule 3a-7, Section 3(c)(5) and Section 3(c)(7). Newbies in the seat were drawn to the opportunities in developing areas of renewable energy and green power on offer, with typical tasks including drafting contracts, document management, and proof-reading.. As a result, the ruling, if upheld on appeal, would allow the CFPB to proceed with an enforcement action directly against the Trusts for liability for actions undertaken by the Trusts servicers (on behalf of the Trusts) and not by the Trusts themselves. On the other hand, if such transfer is treated only as a granting of a security interest in collateral, then a bankruptcy of the seller will subject the buyers rights with respect to such assets to the automatic stay and other bankruptcy powers. The courts have also identified a variety of other factors that do not fall within the categories above but may be indicative of a secured loan, including: Some states have sought to bolster securitisations by restricting recharacterisation of a purported sale transaction. The firms policy was popular amongst the trainees we spoke to. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +65 6230 3800 Related Rankings Chambers Review Notable Practitioners Ranked Enforcement and Penalties for Non-compliance. Issuers are typically SPEs that are restricted from engaging in activities unrelated to the securitisation. Legal and accounting criteria also come together as part of the true sale analysis. Certain types of LIBOR fallback provisions will be disregarded: provisions that base the LIBOR replacement in any way on a LIBOR value, except to account for the difference between LIBOR and the benchmark replacement; and. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. failure, after expiry of the applicable cure periods, to turn over collections when required to do so; misrepresentations or breach of covenants; often, the occurrence of an event of default. The structure allows for multiple series of securities to be issued that all share in assets of the master trust. Insurance companies are also often focused on obtaining longer-duration assets. The agency securitisation model and the related guarantees allow investors to focus primarily on the payment characteristics of the underlying pools of mortgages rather than the credit risk. Nevertheless, since filing a UCC financing statement is easy and cheap, and would provide perfection regardless of whether the transfer is respected as a sale or whether it is characterised as a loan, such filing is typically the primary means of perfection. Among the reasonable determinations that qualify for relief are the following. However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. The typical items of documentation used to effectuate bankruptcy-remote transfers are: As previously noted, title is not dispositve of ownership, nor is it necessary for the consideration to be in the form of cash. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. formal legal requirements of the subsidiary as a separate and independent corporation are not observed. For example, the Basel III capital rules penalise banks that invest below the most senior position in a securitisation, thereby impacting banks willingness to invest in mezzanine tranches and below. As a general rule, trainees have to complete two seats within the core departments, which are finance, M&A and project development finance. The securitisation must also satisfy some additional requirements, including having a trustee with certain minimum qualifications holding either title or a security interest in the assets, and investors in securities that are either below investment grade or not fixed-income securities must satisfy certain qualification requirements. The ARRCs approach was not meant to be a binding directive, but merely an example of how an ABS product could be created using average SOFR. The firm leverages the use of smart technology in all of its client work through its innovative data management system, Shearman Analytics, which provides a leading edge in staffing matters leanly and effectively. plus a commercial question about our place in the industry., There are four elements to an application that can help a candidate to progress to the interview stage, Gascoyne says. For certain asset classes it is also typical to use securitisation SPEs organised as foreign corporations in a jurisdiction that does not impose entity-level tax on such corporations. The required asset-level disclosure must be provided in a standardised format in a tagged XML format and filed on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Shearman & Sterling advised Osaka Gas and its U.S. subsidiary Osaka Gas USA Corporation in connection with the agreement with Oriden LLC to jointly develop a portfolio of more than 700 MWdc (600 MWac) of utility-scale solar and storage projects throughout certain U.S. markets. Logically, issuers of ABS offered under another exemption could undertake to make Rule 144A information publicly available and therefore enable those securities to be quoted under the last option above. In addition to driving value for clients, the data system also provides powerful predictive insights to help clients achieve their business goals. Legal. It is important to note that the issue before the Third Circuit is whether the Trusts are indeed covered persons and thus could be vicariously liable for the conduct of their agents, the servicers. Shearman & Sterling LLP > The Legal 500 Rankings Dispute resolution > Securities litigation: defense Tier 1 Shearman & Sterling LLP is recognized as one of the pre-eminent firms for securities litigation, investigations, and enforcement actions. In securitisations with revolving periods during which there is a constant replenishment period, the servicer will also typically be required to ensure compliance with applicable pool criteria and provide relevant reports in connection with any collateral removal, additions or substitutions. Trustees typically have a security interest in the underlying pledged assets and act as communications and payment agents. Examples include domestic family law clinics, supporting children obtain refugee status and amnesty for death row inmates. Regularly advises on complex tax planning and structuring matters. The occurrence of a benchmark replacement event means that the applicable benchmark replacement has taken place for the USD LIBOR rates that have ceased to be published on the date of cessation, which was the related benchmark replacement date. Subjects Cambridge Academic Anthropology Archaeology Arts, theatre and culture Chemistry Classical studies Computer science Earth and environmental science Economics Education Engineering General science Geography History Languages and linguistics Law Life science Literature Management Mathematics Medicine Music Philosophy Physics and astronomy Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. This litigation has been ongoing through various motions. Under the most recent no-action letter, the SEC staff will not take enforcement action against a broker-dealer that publishes, or submits for publication, quotations for fixed-income securities, if the broker-dealer reasonably has determined that the security or its issuer meets one of several specified criteria, or there is current and publicly available financial information (consistent with Rule 15c2-11(b)) about the issuer. As such, broker-dealers can continue to provide quotations for ABS offered under Rule 144A if they reasonably believe that the issuer will provide the information specified in Rule 144(d)(4) upon request. Equity partner profits are roughly comparable between $2.5M and $3M. determining benchmark replacement conforming changes, for contracts other than consumer loans. Prenetics Announces Closing of Business Combination with Artisan Acquisition Corp. Shearman & Sterling represented the placement agents on the PIPE in connection with Prenetics Global Limiteds previously announced business combination with Artisan Acquisition Corp. Guangdong Hong Kong Greater Bay Area Holdings Limited's Exchange Offer and New Money Offering. Finally, the SEC has proposed, but not finalised, conflict-of-interest rules intended to address conflicts of interest inherent in synthetic securitisations that would have made such securitisations impracticable in many circumstances. If its the international side of the firms work that youre keen on, then there arent many places youll find more of it than in international arbitration. Morgan Lewis lawyers wrote the books that structured finance lawyers rely on: Offerings of Asset-Backed Securities and The Federal Securities Law of Asset-Backed Securities. The combination of our extensive experience and global presence enables us to provide clients with swift, coordinated and effective advice on a variety of tax issues in multiple jurisdictions. (Rule 144A(A)(4) requires a holder or prospective purchaser of securities to have the right to receive, upon request, certain specified information about the issuer and the securities, but this information need not be made public.). If a credit event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from the permitted investments. The Federal Deposit Insurance Act (FDIA) provides the bank regulatory agencies with broad enforcement powers against individuals and entities for violation of the applicable banking laws and regulations, including the Risk Retention Rules. We aim for a conversational tone to ensure it's a two-way process.. The SEC adopted amendments to Rule 15c2-11 that became effective in September 2021 to, among other things, provide greater transparency to investors and other market participants by requiring that information about the issuer and its security be current and publicly available before a broker or dealer can begin quoting that security. The level of comfort is reflected in terms such as will, should and more likely than not, where will is the highest level of comfort and should still provide a high level of confidence but with a more than insignificant risk of a different conclusion. Duddell Street Acquisition Corp.s Business Combination with FiscalNote Holdings, Inc. Shearman & Sterling represented Citigroup Global Markets Inc. and J.P. Morgan Securities LLC in connection with Duddell Street Acquisition Corp. (Duddell Street)'s business combination with FiscalNote Holdings, Inc. (FiscalNote). SOFR is a secured rate derived from borrowing and lending activities on US treasuries, while LIBOR is based on a survey of quotations from participating banks regarding what they believed the going-forward unsecured interest rate should be. He goes on to tell us that supervisors are told to treat vac schemers as they would a first seat trainee. Industry groups have submitted comments pointing out these issues, and it remains to be seen whether and to what extent the SEC will take them into account in adopting final rules. The accounting standards also include a discussion of various types of qualifiers and assumptions that are deemed not to be appropriate for accounting purposes. Shearman & Sterling Apply now The Legal Cheek View New York heavyweight Shearman & Sterlings finances have returned to form, with an 18% jump in global revenue to $1.01 billion Shearman & Sterlings compensation is aligned with the standard market-rate salary scale. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. Therefore, the New York statute is now only relevant to contracts that reference the omitted one-week or two-month LIBOR tenors. There may also be additional representations relating to the nature and characteristics of the relevant assets. With approximately 850 lawyers in 25 offices As noted above, both the SEC and the CFTC have comprehensive regulations around entering into derivatives, and such instruments may be subject to clearing, settlement and margin requirements specified in the securities acts and the Commodities Exchange Act. Although the analysis differs somewhat between various US circuits, in general a bankruptcy court may order substantive consolidation where the separateness of the entities has not been sufficiently respected or where the affairs of the debtor entities are so entangled that unscrambling will be prohibitive and hurt all creditors. However, an outright prohibition against the SPE itself voluntarily filing for bankruptcy is unenforceable as against public policy and such risk must therefore be mitigated by more indirect means. Broadly speaking, perfection can be: The general means of perfecting a security interest in financial assets other than a deposit account is by filing a UCC financing statement in the applicable filing office. The firms initiatives include WISER (Womens Initiative for Success, Excellence and Retention), BLAQUE (Black Lawyers Aligned in the Quest for Excellence), AACES (Asian Attorneys for Community, Empowerment and Success), and finally: BUILD (Black Undergraduate Internship & Lawyer Development). The covered fund definition only captures entities that would have to register under the Investment Company Act but for the exemption set forth in Section 3(c)(7) or 3(c)(1), or that are commodity pools for which the commodity pool operator has claimed an exemption from registration and record-keeping requirements pursuant to Section 4.7 of the CEA, or that are substantially similar commodity pools. Our clients rely on our tax planning at every stage of a transaction, from early planning to successful conclusion, and recognize and appreciate our creativity in solving complex tax issues, both local and cross-border. As you might expect from a firm with such an international reach, there are four internationalsecondment opportunities available to trainees at the firm: Dubai, Abu Dhabi, Singapore, and an antitrust seat in Brussels. Enforcement is usually a combination of events of default under the indenture, which gives the noteholders the right to direct the indenture trustee to take enforcement actions, and servicer defaults, which give the specified class or classes of noteholders rights to replace the servicer. Shearman & Sterlings hectic but excitingcorporate M&A seat covers work in industries such as mining, telecommunications, financial services and shipping. The rules governing such entities will be a combination of: The primary factors driving the type and jurisdiction of the securitisation entity will be bankruptcy remoteness and tax. In addition, there will typically be separate covenants relating to the trustees obligations to act and rights not to act in accordance with instructions. One additional open question, which will not be answered in the short-term, is, if the Trusts are eventually deemed liable, whether the CFPB would seek to force such Trusts to require the related investors to disgorge previously made distributions and how it would go about enforcing such actions. In March 2022, the SEC proposed a set of climate change disclosure requirements for public companies. They are strong academics, evidence of relevant work experience, tailored answers to our questions, and an error-free application form. Notable team of practitioners with impressive experience acting in domestic and international mandates. Because most collateralised loan obligation (CLO) transactions rely on Section 3(c)(7) of the Investment Company Act of 1940, as amended, for an exemption from investment company status, those CLOs constitute private funds within the meaning of the Advisers Act, and the proposed rules may therefore become applicable to those CLOs and related collateral managers, if adopted in their proposed form. Of specified thresholds ; and however, the GSEs issue some risk transfer securitisations that are not.... Transaction is viewed as such typically similar to the securitisation has to date done. On obtaining longer-duration assets that a purported sale will be respected as such liquid TBA for. Borrowing value ; delinquencies or charge-offs in excess of specified thresholds ;.! $ 2.5M and $ 3M provided to BRAC bank Limited together as part of the outlined... 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