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599 Lexington AvenueNew YorkNY 10022-6069USA. 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. abstain from engaging in certain abusive or anti-competitive conduct. A place like Shearman & Sterling one of the elite international law firms. Shearman & Sterling is excellent not only in legal matters but one of their important strengths is in providing strategic advice to clients. They do not go with ready-made solutions but actually listen to client needs and address their services and advice accordingly. who circulates opportunities weekly via email. Trustees typically have a security interest in the underlying pledged assets and act as communications and payment agents. 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. Consequently, the SPE is usually structured to avoid entity-level taxation. 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. The exact levels and types of credit enhancement will depend on the ratings requirements relating to the desired ratings levels, in addition to commercial constraints on the securitisation. The agreement will also often contain provisions that define the servicing standard and further address the relevant role and any additional obligations of the servicer. For example, Reg AB II specifies that the transaction documents cannot require more than 5% of the principal amount of notes to direct the trustee to exercise its remedies. Shearman & Sterlings commitment to client service was once again honored in the 2022 edition of Chambers USA. Problems of LIBOR transition for existing securitisations. 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. The GSEs traditionally used separate, but similar, platforms to issue their pass-through securities. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. 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 key is for the relevant documentation to satisfy the true sale criteria discussed in 1.1 Insolvency Laws (clear identification of sold asset, arms-length price, representations and warranties as of time of transfer, provisions to ensure perfection of transfer, indemnification and limiting repurchase and indemnification obligations consistent with true sale, specifying the intent to treat the transaction as a sale, and, if applicable, a back-up security grant consistent with true sale). 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. The Trust Indenture Act of 1939 is amended to provide that the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security shall not be deemed to be impaired or affected by any change occurring by the application of the LIBOR Act to any indenture security. The proposed rules would require a number of new disclosures for registrants, including: The proposed rules do not distinguish ABS issuers from corporate issuers, and their application to ABS issuers in the form proposed would be problematic in several respects. The firm was recognized with 106 practice and individual Opportunities for First- and Second-Year Law Students. In some securitisation transactions they are also responsible for establishing and preparing the relevant securitisation structure and documentation. 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. Shearman & Sterling. As such, the TBA market permits lenders to lock in rates for mortgages before they are originated, which, in turn, allows borrowers access to lower, locked-in rates. 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). He assists clients with administrative proceedings as well as litigation in the US Tax Court. 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 work you do as a trainee has a bigger impact.. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) 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. Therefore, the rule does not pose an issue for registered ABS sold after the effectiveness of the post-crisis changes to Rule 15d-22(b) that require ABS reporting for the life of the deal. Vac scheme deadline: 30 October 2022 [Winter]; 15 January 2023 [Summer]. One client remarks that it is adept at moving at pace dealing with complex In addition, there will typically be separate covenants relating to the trustees obligations to act and rights not to act in accordance with instructions. However, asset-level disclosures of the level of detail required in Reg AB II offerings are not commonly included in private placements. 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. Shearman & Sterling represented the initial purchasers in connection with KWG Group Holdings Limiteds offering of $378 million 6% senior notes due 2026. 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. 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. An SPE that is subject to entity-level tax, such as a corporation or a partnership that is taxed as a corporation, will potentially incur tax liability for any gains resulting from the sale of financial assets and any income otherwise paid with respect to the financial assets in excess of deductible expenses. (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.). However, such securities offerings generally will look to, and to the extent practicable seek to comply with, the disclosure requirements applicable to registered offerings. Agency securities and private placements are not subject to ABS-specific disclosure requirements other than the disclosure requirements relating to risk retention, repurchase requests, the third-party due diligence disclosure and rating agency communication requirements. disclosure of the form and determination of retained risk as specified in the risk retention rules; reporting of repurchases and replacements of securitised assets in connection with breaches of representations and warranties and of the conclusions and findings of third-party due diligence reports; and. Summer Associates are paid an Entry-Level Associate Salary of $215,000, prorated for dates of employment. 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. With approximately 850 lawyers in 25 offices 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. Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. This litigation has been ongoing through various motions. We aim for a conversational tone to ensure it's a two-way process.. 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. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +8621 6136 5000 Related Rankings Chambers Review Notable Practitioners Ranked The team is split between project development work, and the project finance side of things, one trainee explained. Come qualification time, third-seaters receive a list of teams who are looking to hire for that year. Open-market CLOs will not be subject to US risk retention requirements, as discussed in 4.3 Credit Risk Retention. Establishing a bankruptcy-remote special-purpose entity (SPE) is a key aspect of a typical securitisation transaction. The exemptions most commonly used for securitisations are Rule 3a-7, Section 3(c)(5) and Section 3(c)(7). 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. In a typical securitisation the investors will have a right to payment, and investors will also have certain rights to direct the trustee to take enforcement actions, and the controlling class of noteholders will thereafter have enhanced ability to direct the trustee in accordance with the terms of the transaction documents. Shearman & Sterling's compensation is merit-based. Shearman & Sterling Earns High Rankings in Chambers UK 2022 Shearman & Sterling continues to garner recognition in the 2022 edition of Chambers UK receiving 37 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. 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. 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). Ginnie Mae, Fannie Mae and Freddie Mac are the principal agencies and government-sponsored entities (GSEs) engaged in the securitisation of mortgages. Investors in securitisations include banks, asset managers, insurance companies, pension funds, mutual funds, hedge funds and high net worth investors. The formulae are focused on capturing the material risks that are common for the particular insurance lines of business. The firm looks at the top schools, but also we look for impressive students Owner trustees typically act on behalf of the holders of any trust certificates issued by an issuer trust (if applicable). In its simplest form, a synthetic securitisation will invest the proceeds from issuing securities in permitted investments and sell CDS protection on a particular financial asset. 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. 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. Re-securitisations are subject to separate risk weight calculations. 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. 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. 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. 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. Graduate Recruitment Manager. 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. The firms structured transactions practice serves the financing needs of the worlds most sophisticated businesses. The accounting standards also include a discussion of various types of qualifiers and assumptions that are deemed not to be appropriate for accounting purposes. DAVID SCHEFFER, former U.S. Typically, the power to exercise such rights and remedies is given to the trustee with provisions that entitle the trustee to obtain directions backed by indemnification. 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. The rankings highlight the London offices capabilities across multiple practice areas including Antitrust & Competition, Capital Markets, Corporate/M&A, Energy, Finance, Financial Regulatory/Financial Services, International Arbitration and Projects. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. For the firms full list of rankings, visit Chambers and Partners. However, transactions that comply with Rule 144A and Regulation S permit qualified institutional buyers and foreign persons to freely sell to other qualified institutional buyers or other foreign persons. 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. 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? In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. Ginnie Mae does not itself issue MBSs, but instead provides a guarantee, backed by the full faith and credit of the US government, of securitisations by participating institutions of government-insured mortgages. Industry groups submitted comments pointing out these issues, and the final scope of the rules remains to be seen. 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. First, SOFR is an overnight rate, while LIBOR has been available in many different tenors (eg, one month, three months) and is forward looking. 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. would be great. At the time of this writing in January 2023, there is no longer any relief that extends after that date. In addition, the Foreign Account Tax Compliance Act (FATCA) imposes a withholding tax on certain payments (including interest in respect of debt instruments issued by a securitisation SPE and gross proceeds from the sale, exchange or other disposition of such debt instruments) made to a foreign entity if the entity fails to satisfy certain disclosure and reporting rules. 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. In a recent case, Shearmans international arbitration group represented Swiss bank EFG in a dispute over the banks alleged participation in a fraudulent scheme that resulted in the bankruptcy of an insurance company in Taiwan.. Newbies in the seat were drawn to the opportunities in developing areas of renewable energy and green power on offer, with typical tasks including drafting contracts, document management, and proof-reading.. Shearman & Sterlings Litigation Group is strongly positioned to counsel and protect clients in todays challenging environment. for Federal Family Education Loan Program (FFELP) loan ABS, either 30-day average SOFR (for one-, six-, and twelve-month LIBOR) or 90-day average compounded SOFR (for three-month LIBOR). Issuers of securities offered and sold in a registered offering, and issuers with assets in excess of USD10 million at fiscal year end and a class of securities (other than exempted securities) held by more than 2,000 persons (or more than 500 persons that are not accredited investors) may be subject to additional reporting requirements, including: Given that privately placed ABS are not likely to be so widely held that these requirements are triggered, they will, as a practical matter, only apply to securities sold in a registered offering. Skyfame International Holdings Limiteds $112 Million Bond Offering. Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Anton Oilfield Services Group of up to the maximum acceptance amount of its outstanding 7.5% senior notes due 2022 for 8.75% senior notes due 2025. The Section 3(c)(5) exemption is available for issuers securitising accounts receivable, loans to manufacturers, wholesalers, retailers or purchasers of specified merchandise, insurance or services, as well as for mortgages and other liens on and interests in real estate as long as a holder of any such issuers securities does not have the right to require early redemption of such securities. 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. The purpose is to allow NRSROs that have not been hired to have access to the same information in real time that is provided to the hired NRSROs. The issuer trust will typically issue notes to investors and trust certificate(s) to the depositor. Summer associate programs of It is important to note that the issue before the Third Circuit is whether the Trusts are indeed covered persons and thus could be vicariously liable for the conduct of their agents, the servicers. Chambers and Partners has been publishing guides to the legal profession since 1990. 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. Sorsby says We intentionally designed a separate assessment day so that we could use the vacation scheme as an experience. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Guangdong Hong Kong Greater Bay Area Holdings Limited of any and all of its outstanding 14% senior notes due 2021 for 13.85% senior notes due 2023. The 2020 election has resulted in a number of new rule proposals and changes by the US Securities and Exchange Commission (SEC) and other regulators. 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. Co-Global Managing Partners: George Casey, Adam Hakki The sponsor is responsible for compliance with risk retention and other relevant regulatory requirements. make payments based on cash flows and not based on changes in the issuers assets; not acquire or sell assets primarily for the purpose of realising market gains or minimising market losses; and. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. L-shaped risk retention, by holding a combination vertical and horizontal risk retention that adds up to 5%. As a general rule, trainees have to complete two seats within the core departments, which are finance, M&A and project development finance. The London office opened 50 years ago and quickly became one of the 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. Skyfame International Holdings Limiteds $100 million Senior Notes Offering. 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. Logically, issuers of ABS offered under another exemption could undertake to make Rule 144A information publicly available and therefore enable those securities to be quoted under the last option above. in the case of a foreign financial institution (defined broadly to include a hedge fund, a private equity fund, a mutual fund, a securitisation vehicle or other investment vehicle), the entity must identify and provide information in respect of financial accounts with such entity held directly or indirectly by US persons and US-owned foreign entities; and. 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. This no-action letter withdrew the December 2021 letter, but effectively extended Phase 1 under the December 2021 letter until 4 January 2025. 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