While it was stipulated that the alleged misconduct resulted from actions taken by the Trusts servicers and sub-servicers in the course of their debt collection activities, and not by any actions taken by the Trusts themselves, the CFPB named only the Trusts as defendants in this lawsuit after having previously settled with the servicers involved. Ownership interest is a broad term that captures, among others, any security with equity-like returns or voting rights (including the right to replace the investment manager, which is typically a right of the senior-most class of investors in the event of such managers default). Most derivatives, certain mortgage repo transactions and many securities contracts are protected against the automatic stay and some of the most troublesome bankruptcy powers. would be great. 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. This framework is built around the principles of: In addition, Title VII imposes registration, oversight and business conduct standards for dealers and large participants in the derivatives market. Synthetic securitisations are permitted. In February 2022, the SEC proposed new rules under the Investment Advisers Act of 1940 (Advisers Act) with the stated purpose of providing transparency to investors in private funds regarding the cost of investment in, and performance of, those private funds. In the early 1970s, long before Raheem Sterling was on the scene, another famous Sterling pulled on an England shirt. 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 US bank regulators have generally implemented the Basel III capital and liquidity rules but with some important distinctions. the safe harbour provisions of 12 CFR 360.6 relating to transfer of assets in connection with a securitisation, which are discussed in, the Basel III capital requirements discussed in. Variations on the ARRC recommended fallback language are now commonly included in US securitisations. The firms lawyers are true business partners to their clients and pride themselves on forming long-standing working relationships, while navigating shifting regulations and market developments, to help clients succeed. 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. Various courts have noted that some factors may be more important than others; in particular, the consolidation of financial statements, difficulty of separating assets, commingling of assets and profitability to all creditors. However, there is significant uncertainty around a bankruptcy courts acceptance of such statutes, and securitisations are therefore typically structured to comply with the judicially created true sale criteria. Apr 2015 - Jan 20193 years 10 months. 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. However, asset-level disclosures of the level of detail required in Reg AB II offerings are not commonly included in private placements. representations that the secured party has a perfected security interest. 9 Appold Street, Broadgate West, London, Greater London, UK, EC2A 2AP, 300 West 6th Street, Suite 2250, Austin, Texas, USA, 78701, 2828 North Harwood Street, 18th Floor, Dallas, Texas, USA, 75201, Bank of America Tower, 800 Capitol Street, Suite 2200, Houston, Texas, Houston, Texas, USA, 77002, 1460 El Camino Real, 2nd Floor, Menlo Park, California, USA, CA 94025-4110, 535 Mission Street, 25th Floor, 94105, San Francisco, California, USA, 401 9th Street, NW, Washington, DC, District of Columbia, USA, DC, 20004-2128, Authored by Michael Dorf, Cody Wright, Robert J Cardone, Cassandra Cuellar, Authored by Lorna Xin Chen, Anil Motwani, Ji Zhang, Litigation: White-Collar Crime & Government Investigations, California: San Francisco, Silicon Valley & Surro, Litigation: General Commercial: Highly Regarded, 599 Lexington Avenue, New York, New York, USA, NY 10022-6069. A security interest in deposit accounts can only be perfected by control. Applications for 2022 vacation schemes were high; the firm received around 2,000 applications for its 15 training contract vacancies. 20144 ans 6 mois Associate fvr. Opportunities for First- and Second-Year Law Students. 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. The team is a recognised global leader in the structured finance industry, domestically and internationally. 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. 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. 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. The issuer will receive cash flows from the permitted investments and the CDS protection premiums. New York firm Shearman & Sterling LLP benefits from its long-term dedication to Brazil. The firm has in-depth experience in all aspects of the public and private offering and distribution of structured finance securities. The credit from the master trust is revolving in the sense that as the dealer inventory is sold or the credit card customer repays their balance, as applicable, funds are paid to the master trust. 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. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. The court also has the power to: Creditors may also be restricted from exercising rights that trigger off a debtors bankruptcy or financial condition (so-called ipso facto clauses). KWG Group Holdings Limiteds $258 Million Tap Offerings. In 2014, the Board of Governors of the Federal Reserve System (the Federal Reserve) and the Federal Reserve Bank of New York (the New York Fed) formed the Alternative Reference Rate Committee (ARRC) to identify possible alternative reference rates for US dollar LIBOR and to identify best practices for implementation of a new reference rate. 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. 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. According to that section of the Rule 144A adopting release, [i]nstead of the financial statements and other information required about issuers of more traditional structures, the Commission would interpret the information requirement to mandate provision of basic, material information concerning the structure of the securities and distributions thereon, the nature, performance and servicing of the assets supporting the securities, and any credit enhancement mechanism associated with the securities. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. The accounting standards also include a discussion of various types of qualifiers and assumptions that are deemed not to be appropriate for accounting purposes. To be best placed at the beginning of your legal career, you need to be in the best place. A place like Shearman & Sterling one of the elite international law firms. Trainees have shaped our success story and played a pivotal role in the firms growth. And its no surprise. Jiayuan International Group Limiteds Tender Offer. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. IFC Issues First Housing Bond in Bangladesh. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. 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. They are strong academics, evidence of relevant work experience, tailored answers to our questions, and an error-free application form. In the USA, taxes can theoretically be assessed at federal, state and local level. For example, ABS issuers have a finite life, strict limits on their activities and no active governance. In circumstances where that exemption does not apply, the withholding tax could still be reduced or eliminated by virtue of applicable income tax treaties. The firm now recruits exclusively through its vacation scheme. With $1,012,059,000 gross revenue in 2021, the firm placed 50th on The American Lawyer's 2022 Am Law 200 ranking. The trainee salary is 50,000 and, upon qualification, reaches a mighty 145,000. The SECs enforcement authority and remedies for violations of the Risk Retention Rules would be the same as its general enforcement authority against those in violation of securities laws and regulations and their control persons, including permanent or temporary cease-and-desist orders, fines, withdrawal of registrations and restrictions on acting as officers or directors of SEC-registered companies, and otherwise may strip a person or entity of privileges afforded to registered persons. Shearman & Sterlings hectic but excitingcorporate M&A seat covers work in industries such as mining, telecommunications, financial services and shipping. 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. Graduate recruitment manager, Paul Gascoyne tells us the online form is pretty standard and contains three open-ended questions: 'Why do you want to be a solicitor?' For example, an opinion assuming that the transfer is a true sale for accounting purposes would have to carve out the legal isolation analysis from such assumption. Delaware is viewed as a favourable jurisdiction for forming business entities. 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. In May 2021 the ARRC selected CME Group as the administrator for forward-looking term SOFR rates, and in July 2021, the ARRC formally recommended CME Groups term SOFR rates. The typical representations and warranties in the sale agreement address: The typical enforcement mechanism is notice and indemnification obligations, coupled with a repurchase obligation in the case of a breach of any asset-level representation that has not been cured in a timely manner. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. Morgan, Lewis & Bockius LLP The DoddFrank Act introduced a mandate to the SEC and the bank regulatory agencies to promulgate rules requiring securitisers to retain credit risk, which are codified in the relevant sections for the relevant banking regulator (12 Code of Federal Regulations (CFR) part 43 for the Office of the Comptroller of the Currency; 12 CFR part 244 for the Federal Reserve System; 12 CFR part 373 for the Federal Deposit Insurance Corporation (FDIC); 12 CFR part 1234 for the Federal Housing Finance Agency; and 12 CFR part 373 for the SEC (the latter is also referred to as Regulation RR)). As outlined earlier, common law trusts are disfavoured compared to statutory entities for bankruptcy-remoteness purposes in light of the separate existence afforded to such statutory trusts. However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. requiring clearing of standardised OTC derivatives through regulated central counterparties; requiring trading of standardised transactions to occur on exchanges or electronic trading platforms when appropriate; increasing transparency through regular data reporting; and. DaFa Properties Group Limiteds $100 million Senior Notes Offering. In particular, Reg AB II includes expanded asset-level disclosure requirements for registered offerings of securities backed by specified asset classes that reflects a significant departure from the pool-level information that historically has been given and that is still the dominant form of disclosure in private placements. Any person (including a determining person or calculating person) is protected from liability for: selecting or using a SOFR-based benchmark replacement selected by the Federal Reserve; implementing benchmark replacement conforming changes; or. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. Furthermore, FDIC-insured banks may face higher insurance premiums for taking on exposures in securitisations collateralised predominantly by sub-prime and other high-risk assets, which reduces the attractiveness of such securitisations. Shearman & Sterling advised the lenders, comprising Sumitomo Mitsui Banking Corporation, ING Bank NV, DBS Bank Ltd, Bank of China Limited, Mizuho Bank Limited and Socit Gnrale, on the refinancing of the 220 MW Bhola Combined Cycle Gas Turbine project in Bangladesh. pleb1. Insurance companies capital requirements are subject to state regulation. Training contract deadline: Apply for a training contract through a vacation scheme. While loans is a broad term for the purposes of that exclusion, there are significant limitations on an SPEs ability to hold derivatives (other than for the purposes of hedging interest and currency risk) and securities (other than for certain short-term cash-management purposes). Underwriters (including initial purchasers in a 144A transaction) and placement agents are registered broker-dealers responsible for placing the ABS. 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. 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. Student loans originated under the Federal Family Education Loan Program (FFELP) benefit from a government guarantee and securitisations of such loans will therefore have a reduced risk retention requirement of between 0% and 3% depending on the level of the guarantee. Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. Number of lawyers worldwide: 800+. As noted in 4.11 Activities Avoided by SPEs or Other Securitisation Entities, this has impacts on the Investment Company Act and Volcker Rule analysis. 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. For example, a single-member limited liability company (LLC) is, for federal tax purposes, disregarded (in the absence of the SPE electing any contrary tax treatment) and therefore any transfer of assets from a parent to its wholly owned LLC will not be a taxable event. Indenture trustees act on behalf of noteholders and typically also act as trustees for the collateral. and 'Why Shearman & Sterling specifically?' While the decision does not constitute binding precedent, other judges in different jurisdictions are likely to give the decision significant weight in a case presenting the same general questions. Advised Ardagh Group on its definitive business combination agreement with Gores Holdings V to create an independent public company. 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. In addition, there will typically be separate covenants relating to the trustees obligations to act and rights not to act in accordance with instructions. Typically, investors will not have responsibilities per se, although investors may be subject to certain deemed representations relating to their eligibility to invest in the securitisation. The NAIC has its own credit rating scale that largely ties to ratings from NRSROs, except for an alternative methodology applied to non-agency RMBSs and CMBSs. clarifying that the rules preempt any state or local law or standard relating to the selection or use of a benchmark replacement or benchmark replacement conforming changes. In addition, the GSEs issue some risk transfer securitisations that are not guaranteed. We know that US law firms have a reputation for being aggressive, but that is not the case at Shearman & Sterling. We are one of only a few full-service US law firms in London. Twenty years. That's how long Shearman & Sterling has been welcoming trainees. We're able to offer the opportunity to work in different parts of the world. The New York Fed publishes daily SOFR and 30-, 90-, and 180-day SOFR averages, which are compounded daily on each business day. One trainee even enthused about stickers. One client remarks that it is adept at moving at pace dealing with complex Consequently, it may be possible to conclude that the payments to the holders of the issued securities do not depend primarily on the cash flow from self-liquidating assets, in which case the issued securities fall outside the asset-backed security definition in the Exchange Act, which would mean that risk retention and certain other rules applicable to asset-backed securities would not apply. These funds are used to service interest and principal on the issued securitisation notes and are otherwise available to acquire new receivables or loans, as applicable. A place like Shearman & Sterling one of the elite international law firms. In sum, Rule 15c2-11 rule does not appear to pose problems for brokers or dealers desiring to quote registered public ABS, at least so long as they are currently reporting. As one trainee put it, the seat is a good one if you enjoy black letter law. Shearman & Sterlings regional expertise extends from North and South America to the Middle East, Asia, Africa and Europe. 2010 - dc. Shearman & Sterling advised Qxpress Pte. 11 years ago. Conversely, the more numerous the sale characteristics, the greater the likelihood that a purported sale will be respected as such. Business Services. Banks are highly regulated entities and are also subject to a separate insolvency regime compared to other entities, and are therefore not eligible for bankruptcy protection. The extent to which regulators will address securitisation industry feedback on rules that are not yet final remains to be seen. There is a liquid TBA market for settlement up to three months after the trade date. Interest paid or accrued by a typical securitisation SPE to a foreign person will subject to the satisfaction of certain requirements relating to the investors US activities and equity or control person relationship with the SPE and related persons usually be exempt from withholding tax by virtue of falling within the portfolio interest exemption from withholding. This may change based on the most recent amendments to the rule, which, effective on 1 October 2020, clarify that a right to remove an investment manager for cause (as defined in the rule) is not an ownership interest. To avoid this outcome, foreign securitisation issuers tend to conduct their activities in accordance with detailed guidelines that are aimed at ensuring that they are not engaged in loan origination or otherwise treated as conducting a lending or other financial business in the USA. There is no effect on contracts that already contain fallback provisions that identify a benchmark replacement that is not based in any way on USD LIBOR, or as to which the parties agree in writing to opt out of the application of the LIBOR Act. Notable team of practitioners with impressive experience acting in domestic and international mandates. Many of these changes do not appear to be focused primarily on asset-backed securities (ABS) or the securitisation markets, but present unforeseen and challenging consequences. This Wall Street giant has made a Sterling name on English soil in all things finance. Co-Global Managing Partners: George Casey, Adam Hakki in certain securitizations that hold underlying business loans or other assets that reference the SOFR Term Rate and where those assets cannot easily reference other forms of SOFR. Highly regarded by major corporations and financial institutions, Shearman & Sterling represents the entire range of global market participants, including issuers, underwriters, investors, trustees, servicers, credit-enhancement providers, lenders, rating agencies and conduits. In the case of foreign SPEs that are treated as corporations for US income tax purposes and that rely on not being taxed in the USA, there are various sensitive activities that could give rise to adverse tax treatment. Once all the applications have been submitted, trainees have an end-of-seat roundtable review with the training principal and hiring partners to discuss their prospects and interests. In May 2022, the National Association of Insurance Commissioners (NAIC) issued a letter recommending adjustments to the risk-based capital (RBC) treatment of CLO investments held by insurance companies, in order to eliminate a perceived arbitrage opportunity. Violations of the swaps rules promulgated by the CFTC will be subject to enforcement and penalties by the CFTC. Indeed, trainees told us that it is almost certain you will have to work evenings and the odd weekend at some point. Hoursgenerally start at 9.30am and finish around 7.30pm on average, but dont fret too much: time off is well respected, and most teams track it if you are working more than four hours at the weekend. Trainees felt well compensated for these hours too. As a general rule, trainees have to complete two seats within the core departments, which are finance, M&A and project development finance. The comprehensive regulation applicable to banks results in a parallel regulatory structure in the context of banks sponsoring securitisations that will apply to certain aspects of a securitisation transaction by banks. Delaware has up-to-date business entity laws that provide for efficient and quick formation, a sophisticated judiciary and a significant volume of decisions that together provides additional certainty and acceptance. Sorsby says We intentionally designed a separate assessment day so that we could use the vacation scheme as an experience. In March 2022, the SEC proposed a set of cybersecurity disclosure rules for public companies. Plus Business Combination with Hennessy Capital Investment Corp. V. Shearman & Sterling is representing the banks who are acting as joint placements agents in connection with Plus business combination with special purpose acquisition company (SPAC) Hennessy Capital Investment Corp. V. Jiayuan International Group Limiteds $130 Million Senior Notes Offering. Many existing securitisations provide that if LIBOR is terminated or ceases to function, the applicable interest rates may become fixed based on the last LIBOR available. However, not all factors are given equal weight in this analysis. Open-market CLOs will not be subject to US risk retention requirements, as discussed in 4.3 Credit Risk Retention. 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. Insurance companies are also often focused on obtaining longer-duration assets. Phase 2 was scheduled to extend from 4 January 2023 through 4 January 2024, and Phase 3 was scheduled to begin on 5 January 2024 and extend indefinitely. 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