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). Instead of selling the assets and leases to be securitised to a particular issuer, the titling trust segregates such leases and assets, and issues special units of beneficial interests (SUBIs) that represent the interest in such segregated pool. At the time the ARRC fallback recommendations were released, term SOFR rates were purely theoretical: SOFR was primarily an overnight rate, measuring the cost of borrowing cash overnight as collateralised by US Treasury securities in the repurchase agreement market. is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. 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. Future Diamond Limited's $200 Million Senior Notes Offering. The firm has offices across the US, giving it a strong presence in state and federal court actions throughout the country. Tax Laws and Issues. One trainee even enthused about stickers. The transaction documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer. questions because we want to see a genuine interest in us as a firm. Delaware has up-to-date business entity laws that provide for efficient and quick formation, a sophisticated judiciary and a significant volume of decisions that together provides additional certainty and acceptance. The flexibility to structure securitisations to such needs often makes securitisations particularly attractive to insurance companies. SOFR is a secured rate derived from borrowing and lending activities on US treasuries. 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. 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 structure is otherwise typically similar to the two-tier structure previously described. 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. The US bank capital rules distinguish between traditional and synthetic securitisations, each with different operational requirements. specific greenhouse gas emission metrics. The tasks and the work that you do is always valued. Whats more, the firms client list includes most of the big banks you can name, from J.P. Morgan, Goldman Sachs and Credit Suisse to Barclays and HSBC. In this structure, one SPE acts as the depositor (typically structured as an LLC) and the other SPE is the issuer (typically structured as a trust). Reg AB II introduced new ABS-specific registration statement forms, Forms SF-1 and SF-3, to reflect the additional disclosure requirements and shelf-eligibility requirements under Reg AB II. These are typically used in dealer floor plan securitisations and credit card securitisations. 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. Issuers are typically SPEs that are restricted from engaging in activities unrelated to the securitisation. 9 Appold Street, Broadgate West, London, Greater London, UK, EC2A 2AP, 300 West 6th Street, Suite 2250, Austin, Texas, USA, 78701, 2828 North Harwood Street, 18th Floor, Dallas, Texas, USA, 75201, Bank of America Tower, 800 Capitol Street, Suite 2200, Houston, Texas, Houston, Texas, USA, 77002, 1460 El Camino Real, 2nd Floor, Menlo Park, California, USA, CA 94025-4110, 535 Mission Street, 25th Floor, 94105, San Francisco, California, USA, 401 9th Street, NW, Washington, DC, District of Columbia, USA, DC, 20004-2128, Authored by Michael Dorf, Cody Wright, Robert J Cardone, Cassandra Cuellar, Authored by Lorna Xin Chen, Anil Motwani, Ji Zhang, Litigation: White-Collar Crime & Government Investigations, California: San Francisco, Silicon Valley & Surro, Litigation: General Commercial: Highly Regarded, 599 Lexington Avenue, New York, New York, USA, NY 10022-6069. 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. 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. 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. The rights of a purchaser of such assets attach if: Although it is possible for a security interest to attach in some circumstances without a written agreement, it is not practicable to rely on those circumstances always being present in a securitisation transaction. In addition, insurance regulations typically specify concentration limits for various categories of investments. 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. 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. 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. Finally, the SEC has proposed, but not finalised, conflict-of-interest rules intended to address conflicts of interest inherent in synthetic securitisations that would have made such securitisations impracticable in many circumstances. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. 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. Clients regularly entrust us with their most complex and strategic tax matters, resulting in our involvement in ground breaking transactions throughout the world. Contributions to SPEs in exchange for a corresponding increase in the value of any equity held in such SPE would typically also be good consideration. 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. Osaka Gas USAs Joint Development of Utility-Scale Solar Projects with Oriden in the US. Preferred: Relevant work experience; law journal/moot court participation; foreign language skills. 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. It is common to obtain a true sale opinion in securitisation transactions that evaluates the relevant facts in light of the factors outlined above. Training contract deadline: Apply for a training contract through a vacation scheme. 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. According to that section of the Rule 144A adopting release, [i]nstead of the financial statements and other information required about issuers of more traditional structures, the Commission would interpret the information requirement to mandate provision of basic, material information concerning the structure of the securities and distributions thereon, the nature, performance and servicing of the assets supporting the securities, and any credit enhancement mechanism associated with the securities. ABS issuers generally do not prepare financial statements. 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. Shearman & Sterling LLP 20 ans Partner janv. Job posted 5 hours ago - Shearman and Sterling is hiring now for a Full-Time 2023 Shearman & Sterling 1L Summer Program in Houston, TX. 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. New Metro Global Limiteds $300 Million Senior Notes Offering. Enforcement is usually a combination of events of default under the indenture, which gives the noteholders the right to direct the indenture trustee to take enforcement actions, and servicer defaults, which give the specified class or classes of noteholders rights to replace the servicer. shortfalls in reserves or over-collateralisation; outstanding amounts exceeding applicable collateral borrowing value; delinquencies or charge-offs in excess of specified thresholds; and. 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. 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. Jay Singer is noted for his strength in structuring tax-efficient corporate transactions. The extent to which regulators will address securitisation industry feedback on rules that are not yet final remains to be seen. Otherwise, among the items of the required information are the issuers most recent balance sheet (as of a date less than 16 months before the publication or submission of the quotation) and statements of profit and loss and retained earnings (for the 12 months preceding the date of the most recent balance sheet), and similar financial information for any part of the preceding two fiscal years that the issuer has been in existence. The servicer will typically be responsible for collecting payments under, and ensuring that the issuer complies with, the obligations relating to the collateral. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. 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. The accounting literature includes commentaries on the legal opinion requirements, including the opinion expressly mentioning each area of continued involvement between an originator and its affiliates and the securitisation SPE. The nature of the CDS may also impact the Investment Company Act analysis for the issuer. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Guangzhou Fineland Real Estate Development Co., Ltd. of any and all of its outstanding 13.5% senior notes due 2021 for 13.6% senior notes due 2023. Registered investment companies are subject to leverage and capital structure requirements that are incompatible with a securitisation. 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. 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. 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. Consequently, in order to be attractive to banks, securitisation entities tended to avoid becoming a covered fund under the Volcker Rule. 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. The regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. Shearman & Sterling represented the initial purchasers in connection with Shinsun Holdings (Group) Co., Ltd.s debut offering of $200 million 10.5% senior notes due 2022. If a credit event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from the permitted investments. 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. Famous for: elite Wall Street firm; large English law practice; top-end salary, UK partners/solicitors/trainees: 33/86/23, Overseas seats: Singapore, Abu Dhabi, Brussels, Dubai. SOFR compounded in advance, calculated by compounding interest over a set period of days. For those trainees hoping for the luck of the draw, the projects development & finance (PDF) seat is one plenty will have their eye on. Other important factors include market practice and acceptance. He regularly handles cross-border mandates. Investors in securitisations include banks, asset managers, insurance companies, pension funds, mutual funds, hedge funds and high net worth investors. Shearman & Sterling represented New Metro Global Limited in connection with its offering of $300 million 4.625% guaranteed senior notes due 2025, unconditionally and irrevocably guaranteed by Seazen Holdings Co., Ltd. Shinsun Holdings (Group) Co., Ltd.s Debut Senior Notes Offering. For a sale of financial assets to be valid and enforceable against third parties, it has to attach and be perfected similar to what applies to a security interest in collateral. The firm looks at the top schools, but also we look for impressive students Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +1 202 508 8000 Related Rankings About Chambers Review Work Highlights Notable Enforcement and Penalties for Non-compliance. Shearman & Sterling represented J.P. Morgan as the initial purchaser in connection with KWG Group Holdings Limiteds tap offering of $158 million 7.40% senior notes due 2024. 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. The proposed disclosures do not appear particularly relevant to ABS issuers and would be problematic if made applicable to ABS issuers in their current form. With approximately 850 lawyers in 25 offices At Shearman & Sterling, being a full service law firm means that we are able to offer a full range of legal services to our clients. In the event that a pre-cessation event is operative, the ARRCs recommended five-year historical median spread adjustments will be determined at the same time as the ISDAs spread adjustments, which will be at the time of any announcement that LIBOR will cease or has ceased or will or has become no longer representative. Shearman & Sterling advised Osaka Gas and its U.S. subsidiary OGUSA in connection with OGUSAs joint venture with MHI Group through its U.S. subsidiary, MHIA, to acquire the 15.7 MWdc Brighter Future Solar Farm project in Caldwell County, North Carolina from the project developer Oriden LLC. in legacy contracts (including ABS transactions) that have adopted the ARRCs recommended fallback language; in business loans where transitioning from LIBOR to an overnight rate has been difficult; and. 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. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +8621 6136 5000 Related Rankings Chambers Review Notable Practitioners Ranked Trustees typically have a security interest in the underlying pledged assets and act as communications and payment agents. The team is a recognised global leader in the structured finance industry, domestically and internationally. 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. Graduate Recruitment Manager. 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). Under the GAAP accounting rules, a true sale opinion from an attorney is often required to support a conclusion that transferred financial assets are isolated from the transferor and its consolidated affiliates. 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. 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. 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. 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. When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. 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. The occurrence of a benchmark replacement event means that the applicable benchmark replacement has taken place for the USD LIBOR rates that have ceased to be published on the date of cessation, which was the related benchmark replacement date. 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. Synthetic securitisations are permitted. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) This no-action letter withdrew the December 2021 letter, but effectively extended Phase 1 under the December 2021 letter until 4 January 2025. However, there is significant uncertainty around a bankruptcy courts acceptance of such statutes, and securitisations are therefore typically structured to comply with the judicially created true sale criteria. The Volcker Rule prohibits banks from holding an ownership interest in, or sponsoring entities that are, covered funds for purposes of the Volcker Rule. Investors constitute a diverse group. However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. He assists clients with administrative proceedings as well as litigation in the US Tax Court. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. On the basis of in-depth research, Chambers and Partners identifies the worlds top lawyers in more than 175 countries, providing independent rankings and editorial commentary. 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