The form also gives trainees the option of requesting a secondment. Shearman & Sterling advised IFC on the first housing bond issued in Bangladesh, provided to BRAC Bank Limited. However, the recent October amendments to the Volcker Rule allow for a small bond basket, thereby removing one of the restrictions that have prevented CLO managers from engaging in a bond/loan arbitrage that was popular prior to the promulgation of the Volcker Rule. With more than 130 attorneys in the United States, Europe 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. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) Section 3(c)(7) provides a general registration exemption for issuers that do not publicly offer their securities and limits their investors to qualified purchasers. 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. the issuer becoming subject to insolvency proceedings. 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. The project development side covers projects-related M&A in sectors like energy, mining and transportation, with the project finance wing overseeing the financing of infrastructure projects in these sectors through their entire life cycle. Robert Rudnick is especially active in tax controversy. Providing U.S., English, French, German, and Hong Kong law advice from our offices in many of the worlds major financial centers, we have the knowledge and skills to counsel clients on Under the CFPA, a covered person includes (A) any person that engages in offering or providing a consumer financial product or service; and (B) any affiliate of a such a person, if such affiliate acts as a service provider to such person. First, SOFR is an overnight rate, while LIBOR has been available in many different tenors (eg, one month, three months) and is forward looking. failure to pay principal or interest due on specified classes of notes after applicable cure periods; the trustee failing to have a first-priority perfected security interest in all (or a material portion) of the collateral; the issuer becoming a covered fund under the Volcker Rule, required to register under the Investment Company Act, or subject to entity-level taxes and potentially other regulatory events; breach of representations or covenants that continue beyond applicable cure periods; and. 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. This structure is typically used in auto lease securitisations and other lease transactions relating to titled goods. Shearman & Sterling represented the initial purchasers in connection with TaiChen Development (BVI) Limiteds tap offering $65 million 12.5% senior notes due 2022, unconditionally and irrevocably guaranteed by Longjitaihe Property Co., Ltd. Jiayuan International Group Limiteds Tender Offer And $300 Million Bond Offering. Preferred: Relevant work experience; law journal/moot court participation; foreign language skills. Only JD 2025 law students are eligible to apply. 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). Workouts are highly variable, and specific to facts and circumstances, which makes it difficult to predict the duration of the stay and the impact on a particular creditor. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. 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?' He assists clients with administrative proceedings as well as litigation in the US Tax Court. According to data provided by the Securities Industry and Financial Markets Association (SIFMA), the most commonly securitised financial assets are: Common structures used for the various types of securities previously outlined (see 8.1 Common Financial Assets) include the following. The SEC has generally indicated that CDSs, the most common type of derivative used in synthetic securitisations, are not self-liquidating financial assets. As such, the banking agencies may seek cease-and-desist orders requiring cessation and potential corrective actions. US Summer Program | Shearman & Sterling. Shearman & Sterlings compensation is aligned with the standard market-rate salary scale. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. The flexibility to structure securitisations to such needs often makes securitisations particularly attractive to insurance companies. 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). Shearman & Sterling has over 850 lawyers globally, speaking more than 75 languages. It is important to note that because this decision came from a Federal court sitting in Delaware, if upheld by the Third Circuit, it could potentially have much broader consequences to the securitisation marketplace affecting a variety of asset classes (such as securitisation trusts that own auto loans, mortgages, credit card receivables, unsecured personal loans, etc) than a decision in a different judicial district, as most special purpose entities (trusts and limited liability companies) that are formed for securitisation purposes are organised in Delaware and are thus subject to suit in the same court under the CFPBs authorising statute. KWG Group Holdings Limiteds $258 Million Tap Offerings. The security is a corporate fixed-income or asset-backed security offered pursuant to Rule 144A, so long as the broker-dealer reasonably believes the issuer will provide the information required by Rule 144A upon request. According to the ARRC, use of the SOFR Term Rate should be in proportion to the depth of transactions in the underlying derivatives market and should not materially detract from volumes in the underlying SOFR-linked derivatives transactions that are relied upon to construct the SOFR Term Rate itself over time and as the market evolves initially. The DoddFrank Act had the effect of causing swaps to be included in the definition of commodity pool under the CEA and under the definition of security for purposes of the Securities Act and the Exchange Act. The case is currently stayed and briefs have been filed, including an amicus curiae brief filed by the Structured Finance Association in support of the Trusts position. On 13 December 2021, the Federal District Court in Delaware denied the Trusts motions to dismiss the complaint on the grounds that the securitisation Trusts meet the definition of covered persons, because even if they themselves do not directly service the loans, they engage in loan servicing through third-party servicers who perform those functions on their behalf. These GSEs purchase loans that satisfy their origination criteria and issue securities backed by pools of such loans that are guaranteed by the relevant GSE. would be great. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. 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. Co-Global Managing Partners: George Casey, Adam Hakki In September 2017, the Consumer Financial Protection Bureau (CFPB) filed suit against 15 National Collegiate Student Loan Trusts (the Trusts), alleging that the Trusts had violated the Consumer Financial Protection Act (CFPA) by engaging in unfair and deceptive practices in connection with the servicing and collection of the private education (not Federally guaranteed) student loans owned by each of the Trusts (but not originated nor serviced by any Trust entity). Its easier to learn by osmosis from everyone around me, one told us, admitting that I like to come in just to see people and be present. The firm recently introduced a new remote working policy allowing people to work from anywhere in August, which trainees welcome the flexibility is great!, Trainees praised Shearman & Sterlings efforts in increasing diversity at the firm too. Indenture trustees act on behalf of noteholders and typically also act as trustees for the collateral. In response to feedback from industry groups, the SEC issued a no-action letter in December 2021, which established a tiered set of compliance dates in an effort to allow brokers and dealers time to bring themselves into compliance. Forget Sterling Silver Shearman is going for gold! Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. The issuer trust will typically issue notes to investors and trust certificate(s) to the depositor. 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. Chambers and Partners has been publishing guides to the legal profession since 1990. 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 firms global presence and deep understanding of its clients' businesses and the industries they operate in, drives the firms work to provide outstanding legal service and commercial advice. 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). 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. DaFa Properties Group Limiteds $100 million Senior Notes Offering. 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. 5. 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. The CLO issuer will typically be organised as a Cayman Island company and structure its loan acquisitions in a manner that avoids it being engaged in any US trade or business, as discussed in 2. News October 20, 2022 Shearman & Sterling Earns High Rankings in Chambers UK 2023 Shearman & Sterling continues to garner recognition in the 2023 edition of Registered investment companies are subject to leverage and capital structure requirements that are incompatible with a securitisation. 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. A titling trust is established to originate the lease and hold title to the leased assets. A typical trainee day in the seat can range from doing legal research, helping draft submissions for tribunal hearings or doing some due diligence to helping file submissions and make sure documents are in correct shape with indexes. A couple of trainees even got the chance to attend hearings. The corresponding rules as implemented in the USA also refer to tranched credit risk, but do not include the pool requirement. periodic reporting about previously reported incidents, risk policies and procedures, director oversight of risks, and managements role in assessing and managing risks; and. Shearman & Sterling represented the initial purchasers in connection with Radiance Capital Investments Limiteds offering of $300 million 7.8% senior green notes due 2024. The transaction documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer. While that analysis is not a legal analysis per se, it will involve a review of the various contractual rights existing in the transaction documents. Follow Shearman & Sterling on Instagram and LinkedIn. Apr 2015 - Jan 20193 years 10 months. The perfection of a security interest in a financial asset automatically also perfects a security interest in related supporting rights, such as collateral or letter of credit rights. representations that the secured party has a perfected security interest. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. If a debtor becomes subject to bankruptcy proceedings, creditors will, with some exceptions, be automatically stayed from collecting and enforcing against the debtor and any posted collateral. Payments based on US-source income to foreign individuals and corporations are potentially subject to withholding tax. Shearman & Sterling represented the initial purchasers in connection with Shinsun Holdings (Group) Co., Ltd.s offering of $200 million 12% senior notes due 2023. The latter opinion is frequently also required in the case of certain amendments to the corporate documents. This no-action letter withdrew the December 2021 letter, but effectively extended Phase 1 under the December 2021 letter until 4 January 2025. Where the securitisation involves securities within the meaning of the Investment Advisers Act of 1940, as amended (the Advisers Act), such as CLOs, and involve more active or discretionary management of the collateral, the agreement would also typically address requirements and prohibitions under the Advisers Act and rules promulgated thereunder. Rule 17g-7 provides further transparency by requiring the NRSRO to prepare and disclose a comparison of the asset-level representations, warranties and enforcement mechanisms available to investors that were disclosed in the offering document for the relevant ABS and how they differ from the corresponding provisions in other, similar, securitisations. the transferors obligation to pay the transferees collection costs for delinquent or uncollectible financial assets. Ambassador at Large for War Crimes Issues; HON. These can be provided by third-party liquidity providers or as part of the servicing rights and obligations. As such, an awareness of the types of features that drive the consolidation analysis is often important in structuring the SPE and drafting the relevant transaction documents. 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. 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. Consequently, in order to be attractive to banks, securitisation entities tended to avoid becoming a covered fund under the Volcker Rule. 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. 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. Shearman & Sterling represented the initial purchasers in connection with Skyfame International Holdings Limiteds offering of $112 million 13% senior notes due 2023, unconditionally and irrevocably guaranteed by Skyfame Realty (Holdings) Limited. One list of such factors is collected in the Tenth Circuit opinion of Fish v East, 114 F2d 117 (10th Cir 1940), as follows: A second commonly cited list of such factors appears in the case of in re Vecco Constr Indus 4 BR 407, 410 (Bankr ED Va 1980), as follows: An additional factor, articulated by the Fourth Circuit Court of Appeals in Stone v Eacho, 127 F2d 284, 288 (4th Cir 1942), has also been cited by a number of cases, namely whether by ignoring the separate corporate entity of the [subsidiaries] and consolidating the proceeding with those of the parent corporation all the creditors receive that equality of treatment which is the purpose of the bankruptcy act to afford.. annual reporting or proxy disclosure about directors cybersecurity expertise. Sunac China Holdings Limiteds $400 Million Bond Offering and $100 Million Tap Offering. ABS issuers generally do not prepare financial statements. Senior Partner: David Beveridge 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. These recommendations, if adopted, could result in significantly higher capital charges for insurance company investments in CLO transactions. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. There may also be additional representations relating to the nature and characteristics of the relevant assets. Vac scheme deadline: 30 October 2022 [Winter]; 15 January 2023 [Summer]. 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. imposing higher capital requirements on non-exchange-traded OTC derivatives. 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. A security that has been issued in a private placement will typically be subject to resale limitations that may restrict the liquidity of the issued securities. 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. The structure is otherwise typically similar to the two-tier structure previously described. An SPE that is organised as a partnership or an LLC that has elected to be treated as a partnership for tax purposes would not be subject to entity-level tax, but transfers to a securitisation SPE that is treated as a partnership for tax purposes may have different tax consequences than transfers to a disregarded entity and, as such, it is possible to structure the SPE (and use a multi-SPE structure) so as to optimise the securitisation for the desired tax neutrality. Reg AB II deviates from the typical shelf registration practice of using a base prospectus and a supplemental prospectus, and instead requires the filing of one integrated prospectus. The industry has been focused on obtaining permanent relief against those aspects of the new regulations that are particularly burdensome for securitisation SPEs. Conversely, the more numerous the sale characteristics, the greater the likelihood that a purported sale will be respected as such. The proposed requirements would impose a significant number of new disclosure requirements for registrants, including disclosure of: As drafted, the proposed rules do not apply to ABS issuers, although the SEC solicited comment on whether they should apply and in what form. The Volcker Rule prohibits banks from holding an ownership interest in, or sponsoring entities that are, covered funds for purposes of the Volcker Rule. Another tax issue that arises in connection with the use of foreign SPE issuers that are treated as corporations for US federal tax purposes is whether the SPE is engaged in a US trade or business for US federal income tax purposes. Any identified determining person will have the authority to replace the LIBOR rates with the SOFR-based benchmark replacement selected by the Federal Reserve. 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. 11 years ago. The accounting standards also include a discussion of various types of qualifiers and assumptions that are deemed not to be appropriate for accounting purposes. The firm is certainly great, Synthetic securitisations are permitted. 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. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. 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. Graduate Recruitment Manager. The firm was recognized with 106 practice and individual There are extensive fundamental and technical differences between ABS and corporate issuers, not the least of which is that ABS issuers engage in limited activities that pose limited cybersecurity risks. Most derivatives, certain mortgage repo transactions and many securities contracts are protected against the automatic stay and some of the most troublesome bankruptcy powers. For the firms full list of rankings, visit Chambers and Partners. daily simple SOFR in arrears, calculated using simple interest over the current interest period; SOFR compounded in arrears, calculated by compounding interest over the current interest period; and. The SEC launched a proposed set of rules in 2011, but since these rules would effectively have ended synthetic securitisations, they were never finalised. 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. 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. Overseeing the efficient and cost effective recruitment of high calibre trainees for the London office, and overseeing the pastoral and professional care of current trainees in the firm, ensuring compliance with SRA requirements. Partnerships and entities treated as partnerships are also generally treated as pass-through entities for tax purposes, depending on the number of partners, the trading activities in any equity (or securities deemed to be equity for tax purposes) in such partnerships and the availability of relevant safe harbours. 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. (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.). With $1,012,059,000 gross revenue in 2021, the firm placed 50th on The American Lawyer's 2022 Am Law 200 ranking. KWG Group Holdings Limiteds $378 Million Senior Notes Offering. 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. The servicer typically also produces periodic reports and interfaces with the trustee to ensure the correct application of funds in accordance with the applicable priority of payments waterfall. The extent to which regulators will address securitisation industry feedback on rules that are not yet final remains to be seen. 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. pleb1. Opportunities for First- and Second-Year Law Students. 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. The students are paid a juicy 400 per week. 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