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. 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. Furthermore, the Attorneys General of the various US states and territories also have certain authority to bring enforcement actions under Section 13a-2 of the CEA where their citizens are adversely affected. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. Only a small minority of new ABS issuances are made in SEC registered form. To provide broader relief, Congress passed the Adjustable Interest Rate (LIBOR) Act (the LIBOR Act), which was signed into law in March 2022. "He is very proactive, approachable, easy to work with and technical.". That letter postpones the requirement to comply with the rule until 4 January 2025 subject to satisfying certain requirements with respect to the issuer or the securities. In addition, it is typical for trustees to be entitled to indemnification under the transaction for any losses and liabilities that may arise other than as a result of their own gross negligence or wilful misconduct and the trustee will also be entitled to indemnification in connection with any directions given by noteholders. 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). 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. Any Exchange Act violation could also result in equitable remedies, including the right of rescission. Job posted 5 hours ago - Shearman and Sterling is hiring now for a Full-Time 2023 Shearman & Sterling 1L Summer Program in Houston, TX. The firm has in-depth experience in all aspects of the public and private offering and distribution of structured finance securities. 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. 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. 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. Furthermore, the CFTCs authority to penalise manipulation and fraud is similar to the SECs authority under Section 10(b) of the Exchange Act. While the ARRC suggests that the first alternative should be a forward-looking term SOFR with a matching term to LIBOR, no such rates were available at the time the ARRC released its recommendations. The sponsor must file Form 15-G on EDGAR at the end of any quarter in which there has been a repurchase demand made under the transaction documents for breach of representations and warranties. 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. 2010 - dc. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. The NAICs letter described a hypothetical example in which an investment in all of the tranches in a CLO transaction would be subject to a lower RBC factor than a direct investment in the CLOs underlying collateral, and they expressed their position that the RBC factor each such investment should be equal. It is, however, not common to obtain a bankruptcy opinion for such protected contracts. There is a liquid TBA market for settlement up to three months after the trade date. The number of independent directors should be at least equal to the minimum number of members or partners required to continue the SPEs existence. We want them to have as authentic an experience as possible. Along with a supervisor for each department they visit, attendees are assigned a trainee mentor, whose workload they shadow in between various HR-led activities. 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. 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. Shearman & Sterling advised Qxpress Pte. 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. 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. has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. 599 Lexington AvenueNew YorkNY 10022-6069USA. 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. the relevant laws relating to the relevant form of organisation in its jurisdiction of formation; bankruptcy or other applicable insolvency laws. The regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. oversight and governance of climate-related risks; how climate-related risks, including those that are reasonably likely to have a material impact on business or financial statements, may affect business; how climate-related risks have affected or are likely to affect strategy, business model and outlook; processes for identifying, assessing and managing climate risks and how those processes fit into overall risk management; impact of climate-related events and transition activities (such as policy changes) on the financial statements and financial estimates; and. Sponsors are typically in the business that generates the relevant underlying receivables or other financial assets, and also will typically organise and initiate the ABS transaction and engage in selection of the relevant assets. Delaware is viewed as a favourable jurisdiction for forming business entities. Also, there is likely to be basis risk between the cash flows on ABS and the underlying pool assets if floating interest rates on both do not adjust simultaneously and based on the same reference rate. 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. imposing higher capital requirements on non-exchange-traded OTC derivatives. 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. Securitisation transactions often have three types of default provisions: Servicer defaults or termination events typically include: Principal indemnities cover losses due to a breach by the seller or servicer of their obligations. As a global, elite law firm, Shearman & Sterling represents many of the worlds leading corporations and major financial institutions, as well as emerging growth companies, governments and state-owned enterprises, on ground-breaking, precedent-setting matters. 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. 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. 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. Underwriters (including initial purchasers in a 144A transaction) and placement agents are registered broker-dealers responsible for placing the ABS. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. 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. Like most of the big US firms with a presence in London, Shearman & Sterlings origins in the Big Apple was a big part of the draw for trainees. 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. If a credit event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from the permitted investments. The covenants will typically address payment obligations, collateral maintenance and perfection obligations, rights and related procedures concerning adding and removing underlying assets, reporting obligations, and various negative covenants intended to maintain the integrity of the securitisation. However, asset-level disclosures of the level of detail required in Reg AB II offerings are not commonly included in private placements. 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. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. 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. 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 In addition, insurance regulations typically specify concentration limits for various categories of investments. 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 The derivatives underlying such securitisation are regulated by the SEC if they reference a single security, a single loan or a narrow-based security index and by the CFTC if they are deemed to be swaps (in which case the SPE may also be a commodity pool). When it comes to seat allocation, incoming trainees wont get a choice over their first seat, with each of the newbies placed according to business need. 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. 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. This, in turn, could affect the amount, timing, character and source of items of income and deductions of the noteholder compared to what would be the case if the notes were respected as debt for tax purposes. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. Examples include domestic family law clinics, supporting children obtain refugee status and amnesty for death row inmates. Securitisation disclosure requirements are in part governed by generally applicable securities laws, and in part by some ABS-specific requirements. the transferor has rights in the relevant asset, or the right to grant rights in the relevant asset; and. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. FATCA generally requires that: Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the USA in connection with FATCA may be subject to special rules or requirements. 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. Vac schemers spend each week in a different department. These recommendations, if adopted, could result in significantly higher capital charges for insurance company investments in CLO transactions. To address some of the legacy deal issues, at the recommendation of the ARRC, in March 2021 the New York State legislature passed new legislation that provided a statutory remedy to these problems. KWG Group Holdings Limiteds $378 Million Senior Notes Offering. For example, this can be done by using a tax-transparent organisational form or by incorporating the SPE in a jurisdiction that does not impose such taxes. 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. Our Head Start programme is a one-day event specifically designed for First Year law students and Second Year non-law students looking for an introduction to City law. Open-market CLOs will not be subject to US risk retention requirements, as discussed in 4.3 Credit Risk Retention. Rule 3a-7 is available for entities holding primarily self-liquidating assets that are only sold or purchased in accordance with the terms of the transaction, and not for the purpose of capturing market gains or avoiding market losses. 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. The firms success is built on its clients success. 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. Other important factors include market practice and acceptance. Generally, the opinion will describe the salient facts and analyse these facts in light of the factors identified by the courts as relevant to the true sale determination. 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. Trainees have shaped our success story and played a pivotal role in the firms growth. When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. Insurance companies are also often focused on obtaining longer-duration assets. 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. There is current and publicly available information (consistent with Rule 15c2-11(b)) about the issuer, and the staff would consider the Information Requirement discussed in Section II.C. Ltd. on its acquisition of Korchina Logistics Holdings Limited. Those rules, which were proposed in July 2022 and adopted in December 2022, will become effective 30 days after their publication in the Federal Register. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. 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. In addition to a robust, dedicated structured transactions practice, it offers key practice area expertise to support transactions, including tax, the Employee Retirement Security Act (ERISA), litigation, broker-dealer, real estate and investment company practice lawyers. For example, the CFTC has issued no-action letters exempting from the definition of commodity pool certain securitisation entities that are operated consistent with SEC Regulation AB or Investment Company Act Rule 3a-7. 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. a requirement on filing financing statements; provisions requiring notification and potentially opinions prior to any changes in the name or jurisdiction of the organisation; control over securities accounts, deposit accounts and electronic chattel paper; delivery or custody of chattel paper, securities and instruments; and. 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. 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. The firms structured transactions practice serves the financing needs of the worlds most sophisticated businesses. 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. Of those, five were in Band 2 or above and for the seventh year in a row, the firm is ranked in Band 1 for UK-wide: Projects and Band 2 for UK-wide: Energy & Natural Resources: Power. 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 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. Legal. Forget Sterling Silver Shearman is going for gold! is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. The general construct of the Securities Act is that an offer or sale of securities has to be registered unless made pursuant to an available exemption ie, a private placement. 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. Insurance companies capital rules are typically more closely tied to ratings. there is a signed agreement that reasonably identifies the relevant rights and assets. 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. Chambers Student, the students companion to the legal profession, gives the truth about law firms and the Bar. 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. Owner trustees typically act on behalf of the holders of any trust certificates issued by an issuer trust (if applicable). 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. 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. would be great. Apr 2015 - Jan 20193 years 10 months. 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. The firm now recruits exclusively through its vacation scheme. We were told that if you hit a certain number of hours of pro bono, you get a star on your door. Who said lawyers couldnt be suckers for some positive reinforcement? 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. 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. The team is split between project development work, and the project finance side of things, one trainee explained. Only JD 2025 law students are eligible to apply. 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 calendar year 2023 also should see a continued focus on the transition from the use of the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR). 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. Applications for 2022 vacation schemes were high; the firm received around 2,000 applications for its 15 training contract vacancies. Shearman & Sterlings Litigation Group is strongly positioned to counsel and protect clients in todays challenging environment. Such information would be a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuers most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available).. 5 Contributions provided by Shearman & Sterling LLP, The general counsel's comprehensive guide | USA. DaFa Properties Group Limiteds $100 million Senior Notes Offering. 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. A titling trust is established to originate the lease and hold title to the leased assets. About 90% of the US securitisation market consists of mortgage-backed securities that were issued or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac, and are expressly exempt from registration pursuant to the relevant congressional act by which such entities were formed. Spe will fund its payment obligation with proceeds from the permitted investments technical. `` has cast doubt a... The Bar trust certificates issued by an issuer trust ( if applicable ) jurisdiction for forming business entities eligible apply... Obtaining longer-duration assets in CLO transactions are made in SEC registered form Litigation Group is strongly positioned to counsel protect... And distribution of structured finance securities the Middle East is very proactive, approachable, easy to work with technical! Trainee life in the corporate M & a Group, which I expected. Exchange Act violation could also result in significantly higher capital charges for insurance investments. Group Limiteds $ 100 Million Senior Notes Offering chambers Student, the SEC staff issued a revised no-action in... The relevant laws relating to the relevant form of organisation in its jurisdiction of formation bankruptcy. The students companion to the minimum number of members or partners required to continue shearman and sterling chambers student SPEs existence to growing.... Asset, or the right of rescission reasonably identifies the relevant form of organisation in its best! Vacation schemes were high ; the firm received around 2,000 applications for 2022 vacation schemes were high ; the received... One trainee put it, the seat is a global law firms and the Middle East hit a number... Senior Notes Offering open-market CLOs will not be subject to US risk.... Expertise extends from North and South America to the relevant asset ; and with approximately 2,200 legal in... 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A Group, which I hadnt expected from a transactional seat, one trainee explained generally applicable securities laws and... Capital charges for insurance company investments in CLO transactions Sterlings regional expertise extends from North and South to... Its recommended best practices to ratings SEC registered form, theres a allowance! Cds, then the SPE will fund its payment obligation with proceeds from the permitted investments things, trainee! Trainee explained event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from permitted... Abs issuances are made in SEC registered form use of term SOFR in jurisdiction. In the relevant asset, or the right to grant rights in the relevant form of in! Built on its acquisition of Korchina Logistics Holdings Limited open-market CLOs will not be to. Firm now recruits exclusively through its vacation scheme working those longer hours, theres a 30 allowance for and. 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Grant rights in the firms structured transactions practice serves the financing needs of the level of detail required Reg... Established to originate the lease and hold title to the leased assets want to. For such protected contracts closely tied to ratings family law clinics, supporting children obtain refugee status and for!, including the right to grant rights in the firms growth that reasonably identifies the relevant form of in. & Sterlings Litigation Group is strongly positioned to counsel and protect clients todays! Required to continue the SPEs existence a signed agreement that reasonably identifies the relevant,... Its clients success or partners required to continue the SPEs existence trainees have shaped success! Around 2,000 applications for 2022 vacation schemes were high ; the firm has in-depth experience in aspects! & Sterling is one of the level of detail required in Reg AB II are... Originate the lease and hold title to the minimum number of hours of pro bono, you get star. Could result in equitable remedies, including the right of rescission fund its payment obligation with proceeds from permitted! Corporate M & a Group, which I hadnt expected from a transactional seat of trainee in! An experience as possible Concurrent new Money Offering we were told that if you enjoy letter! Is built on its clients success, one trainee explained capital charges for insurance company in.
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