Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) The trustees tend to be large banking associations that satisfy relevant regulatory and ratings agency criteria such as requirements under the Trust Indenture Act (for registered ABS issuances) and as required by Investment Company Act Rule 3a-7, where the issuer relies on that exemption. Wilful violations and abuse of the end-user clearing exception are felonies punishable by a fine of up to USD1 million or imprisonment for up to ten years, or both, together with cost of prosecution (see CEA Section 13). 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. 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. Appointing an independent director whose fiduciary duty runs to the SPE and not to its shareholders, and employing an entity type that allows for such redirection of fiduciary duties, reduces the risk of a filing for the benefit of its shareholders. The ARRCs recommendations suggested the use of a waterfall of fallback language to deal with the potential discontinuance or effective unavailability of LIBOR. The NAIC also recommended the addition of two new RBC factors of 75% and 100%, in order to account for the tail risk in any structured finance tranche. clarifying that a determining person includes a person with a contingent future right to select a LIBOR replacement; identifying certain specific benchmark replacement conforming changes that are protected; specifying that a determining person may select the Board-selected benchmark, together with any applicable benchmark replacement conforming changes; expressly providing that the statutes protections apply to any LIBOR contract for which the Board-selected benchmark replacement becomes the benchmark replacement, either by operation of law or by the selection of a determining person; and. This approach was based not on term SOFR but on 30-day average SOFR with a monthly reset period, set in advance of the interest accrual period. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. Shearman & Sterling represented the initial purchasers in connection with Radiance Capital Investments Limiteds offering of $300 million 7.8% senior green notes due 2024. 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. General banking rules may also come into play when structuring a bank-sponsored securitisation, such as restrictions on affiliate transactions set forth in Sections 23A and 23B of the Federal Reserve Act and the implementation thereof set forth in Regulation W. Organisational Forms of SPEs Used in Securitisations. If the violation of the Risk Retention Rules also amounts to a disclosure violation, there could be separate SEC or private action on that basis, as discussed in 4.2 General Disclosure Laws or Regulations. At the time of this writing in January 2023, there is no longer any relief that extends after that date. 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. Trainees whod experienced other vac schemes were won over by Shearman & Sterling: Some firms give you fake pieces of work and put on too many socials. The USA also does not include ABS among high-quality liquid assets (HQLA) in which a bank may invest to cover for its projected net cash outflows over a 30-day period (in the case of the liquidity coverage ratio). US Summer Program. vertical risk retention by holding of at least 5% of each class of ABS interests issued; horizontal risk retention by holding junior most interests in an amount equal to at least 5% of the fair value of all ABS interests issued; and. 20144 ans 6 mois Associate fvr. Applications for 2022 vacation schemes were high; the firm received around 2,000 applications for its 15 training contract vacancies. Learn more about the training contract on the firm's website 9 Appold Street, Broadgate West, London, EC2A 2AP Website www.shearman.com, Shearman & Sterling's graduate careers page. Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) allows brokers or dealers to initiate or resume trading quotes on OTC securities not listed on a national securities exchange by requiring them to obtain and review specified issuer information prior to publishing or submitting for publication a quotation on the securities. Shearman & Sterling LLP. These can be provided by third-party liquidity providers or as part of the servicing rights and obligations. The old trope of competition at US firms was something that the current intake was quick to dismiss too. of the Rule 144A Adopting Release to be consistent with Rule 15c2-11(b). As such, it is typical to obtain an opinion of counsel relating to the treatment of the notes issued by the SPE as debt for tax purposes and, depending on the activities of the SPE and the level of comfort provided under such opinions, to include additional transfer restrictions on instruments that are, or could be, equity for tax purposes so as to avoid the SPE becoming taxed as a corporation. Limiting the SPEs unrelated activities and restricting the SPE from having employees and unrelated property reduces the risk of unrelated liabilities. We aim for a conversational tone to ensure it's a two-way process.. the parties intent, though courts typically de-emphasise the language used in a document and instead consider the intent reflected by the economic substance and actual conduct; recourse and collection risk, which generally is the most important factor; the transferors retention of rights to redeem the transferred property or to receive any surplus from the asset; and. Trainees have shaped our success story and played a pivotal role in the firms growth. 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. KWG Group Holdings Limiteds $258 Million Tap Offerings. In fact, many of these elements are present in most bankruptcy cases involving holding company structures or affiliated companies without thereby leading to substantive consolidation. ABS issuers generally do not prepare financial statements. 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. 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. The Trusts hold more than 800,000 private education student loans totalling approximately USD12 billion, all of which were originated by private banks prior to 2008. 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. 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. In some securitisations, such as CLOs, the servicing role may be quite active, consisting of purchasing and selling relevant assets, participating in any workouts as required and otherwise managing the collateral in accordance with the terms of the transaction. 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 trustees also undertake other specified administrative tasks, but typically avoid taking any discretionary actions other than pursuant to a direction from the relevant noteholders. The specific RBC formula varies depending on the primary insurance type and focus on asset risk, underwriting risk and other risk. Shearman & Sterling 2023 | Attorney Advertising, Committee on Foreign Investment in the United States (CFIUS), Financial Institutions Advisory & Financial Regulatory, Environmental, Social and Governance (ESG), EU General Data Protection Regulation (GDPR), Future of Financial Services Regulation in the UK, Global Compliance & Anticorruption (FCPA), Special Economic Zone and Regulatory Drafting. Apr 2015 - Jan 20193 years 10 months. 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 transaction documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer. Everyone has taken the time to speak to me and help., There are two trainee socials per seat (one financed by the firm and the other by the trainees themselves), whether thats going to a bar, doing activities or just grabbing some food. There were also some more informal drinks invites from partners, something trainees praised: Chatting in a social setting with higher-up members of the firm is really nice., Starting in 2022, trainees and associates are expected to be in the office on Tuesday, Wednesday and Thursday, working remotely for the remainder of the week. It is also common as part of the closing opinions for a securitisation to include an opinion that the securitisation entity would not be taxed as a corporation for federal tax purposes. Variations on the ARRC recommended fallback language are now commonly included in US securitisations. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. In addition, for some securitisations, there will often be certain obligations around the delivery of reports and other relevant information to a back-up servicer. Its fast-paced, but you are never needlessly busy, a trainee told us. The Volcker Rule prohibits banks from holding an ownership interest in, or sponsoring entities that are, covered funds for purposes of the Volcker Rule. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. 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. A guide to legal practice areas. KWG Group Holdings Limiteds $378 Million Senior Notes Offering. I was looking for top-tier transactional work in areas like finance and M&A, one trainee told us, and thats where the firms profile comes into its own. In fact, Chambers UK awards the firm a host of rankings in banking & finance and capital markets in the capital, as well as a top-tier nod for its projects work nationwide. It is typically used for retail auto loans, equipment leases, student loans, consumer loans and a number of other asset classes. Examples of such conduct alleged by the CFPB are that tens of thousands of collection lawsuits were brought by the Trusts against borrowers without possession of the requisite legal documentation to prove that the Trusts actually owned the loans and that the related servicer filed false or misleading affidavits in such debt collection lawsuits against the applicable students. The firms policy was popular amongst the trainees we spoke to. From an investors perspective, if an SPE is treated as a partnership for tax purposes, and the notes issued by the SPE to such investor were to be treated as equity for tax purposes, then the noteholder would be taxed individually on its share of the SPEs income, gain, loss, deductions and credits attributable to the SPEs ownership of the assets and liabilities of the SPE, without regard to whether there were actual distributions of that income. On top of that, we try to connect those who express a particular interest in a certain area with relevant people around the office, says Gascoyne. Consequently, the risk of substantive consolidation is generally addressed by requiring the SPE and its credit to be separate from its affiliates based on factors that speak for substantive consolidation identified in the case law. The master trust receives the proceeds from the repaid loans and uses those proceeds in part to pay interest and principal on the issued notes. Radiance Capital Investments Limiteds $300 Million Senior Green Notes Offering. This structure is typically used in auto lease securitisations and other lease transactions relating to titled goods. The CLO is actively managed and will acquire and maintain a diversified pool of underlying loans that is managed to conform to a number of concentration limits for the pool, with the goal of maximising return while maintaining the required pool diversification and other relevant transaction criteria. The SECs proposed rules would require that registered investment advisors to private funds obtain audited annual financial statements of, and provide quarterly statements regarding fees, expenses and performance for, each private fund it advises, and investment advisers would be required to deliver a fairness opinion in connection with adviser-led secondary transactions in which existing fund investors are offered the option to exchange their investments for interests in other entities managed by the same adviser or related persons. Broker-dealers may be restricted from providing price quotations for private debt securities by virtue of Rule 15c2-11 unless certain periodic information and information about the issuer and the offering is made available to the public in a manner that complies with the SECs no-action letter issued on 30 November 2022. Senior Partner: David Beveridge 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. 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. Yet despite the firms American twang, the London office has its own distinctive voice: The London office isnt just a satellite for the US, one source remarked, its a standalone office with its own work. Trainees also highlighted that a smaller trainee intake [of around 15 a year] means more responsibility early on, so the work you do as a trainee has a bigger impact. Prospective candidates can expect stiff competition, with as many as 2,000 applying for a place in 2022. However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. imposing higher capital requirements on non-exchange-traded OTC derivatives. Here, they give you a taste of what its really like as a trainee.. The DoddFrank Act added a new Section 27B to the Securities Act intended to address certain conflicts of interest that, if implemented, could create significant hurdles for synthetic securitisations. He goes on to tell us that supervisors are told to treat vac schemers as they would a first seat trainee. 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. SOFR has been used routinely in CLOs, where the pool assets consist generally of floating rate commercial loans, but the ARRC has expressed displeasure over the recent use of term SOFR as the benchmark for other floating-rate ABS backed by fixed-rate receivables. If the transfer of an asset is respected as a sale, then such asset will cease to belong to the seller and therefore the buyers rights in such assets will typically not be affected by a subsequent bankruptcy of the seller. As is often the case in corporate seats, the hours can be unpredictable, particularly around closing, but small teams working on each deal meant great responsibility and ownership. Research forms a big part of trainee life in the corporate M&A group, which I hadnt expected from a transactional seat. Payments based on US-source income to foreign individuals and corporations are potentially subject to withholding tax. The recommended benchmark replacement will be based on SOFR, including any recommended spread adjustment and benchmark replacement conforming changes. Jay Singer is noted for his strength in structuring tax-efficient corporate transactions. The US bank regulators have generally implemented the Basel III capital and liquidity rules but with some important distinctions. 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 intersection of legal and accounting requirements often plays a significant role in structuring a securitisation transaction. This analysis will typically focus on the entities that have the ability to direct the SPEs activities (and may also look at activities that took place prior to the relevant transaction). During the amendment process, it came to the attention of market participants that the SEC was taking the position that the rule applies, and has always applied, to fixed-income securities. US domestic corporations are generally disfavoured, in part because of the entity-level tax applicable to corporations and in part because of the mandatory fiduciary duty that directors have to the shareholders, which can cause difficulties in delinking the SPE from its parent. In June 2017, the ARRC identified SOFR as its preferred alternative to LIBOR for many purposes, including securitisations. Only a small minority of new ABS issuances are made in SEC registered form. The students are paid a juicy 400 per week. there is a signed agreement that reasonably identifies the relevant rights and assets. Black Spade Acquisition Cos $169 Million SPAC US IPO. 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 SEC has generally indicated that CDSs, the most common type of derivative used in synthetic securitisations, are not self-liquidating financial assets. Hogan Lovells has around 2500 attorneys and Shearman boasts about 850. Consequently, a true sale and non-consolidation opinion delivered as part of a securitisation transaction may receive additional comments from accountants relating to assumptions and qualifications that are viewed as potentially problematic under applicable accounting literature. The London office opened 50 years ago and quickly became one of the Candidates are asked the usual 'Why law?' US Summer Program | Shearman & Sterling. Shearman & Sterling advised IFC on the first housing bond issued in Bangladesh, provided to BRAC Bank Limited. When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. 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. 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. In a securitisation transaction it is common for tax counsel to provide an opinion addressing the tax treatment of the issued securities; in particular, whether the offered notes would be treated as debt securities for US federal income tax purposes. Under the ARRCs recommended language, a transition from LIBOR to SOFR in a securitisation is triggered upon the declaration of a specific benchmark transition event: The ARRC has confirmed that the March 2021 IBA USD LIBOR announcement constituted a benchmark transition event and amended its recommended fallback language to reflect that occurrence. 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. Most of the remaining ABS are issued in private placement, typically in a manner that permits resales in compliance with Rule 144A. Under Rule 15c2-11 the broker or dealer must review a number of items of specific information, which are required to be current and publicly available, before quoting a security. Shearman & Sterling LLP stands out for its expertise in high-profile energy and infrastructure projects in Indonesia, as demonstrated by its advice to Masdar and PT PJB Investasi on the development and financing of a 145MW floating solar PV project over the Cirata reservoir. Shearman & Sterlings hectic but excitingcorporate M&A seat covers work in industries such as mining, telecommunications, financial services and shipping. Substantive consolidation is an equitable doctrine that permits a bankruptcy court to disregard the separateness of an entity that itself is not otherwise in bankruptcy and that provides an alternative pathway for an SPE to become entangled in its affiliates bankruptcy proceedings. The rule specifies a number of other items of required information which are not as troublesome, but which generally are not made publicly available for issuers of securities that were not registered under the Securities Act, whether made under Rule 144A or otherwise. As such, the mapping of ABS assets to an NAIC rating will often dictate the attractiveness of a particular asset-backed security for an insurance company. 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. 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