Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. Starting on 3 June 2019, they have transitioned to a single security and single securitisation platform initiative referred to as Uniform Mortgage-Backed Securities (UMBSTM). Ltd. on its acquisition of Korchina Logistics Holdings Limited. The firm leverages the use of smart technology in all of its client work through its innovative data management system, Shearman Analytics, which provides a leading edge in staffing matters leanly and effectively. 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. annual reporting or proxy disclosure about directors cybersecurity expertise. 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. The structure also allows for some series to be in their revolving period while other series are in their amortisation period. Because of the significant consequences to the securitisation transaction, the rating agencies tend to require an opinion to the effect that the SPEs activities would not amount to it engaging in a US trade or business. Robert Rudnick is especially active in tax controversy. The CLO is actively managed and will acquire and maintain a diversified pool of underlying loans that is managed to conform to a number of concentration limits for the pool, with the goal of maximising return while maintaining the required pool diversification and other relevant transaction criteria. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. The available mode of perfection differs based on the type of asset and type of transfer. 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. The ARRC, after issuing consultations and soliciting feedback, recommended fallback language for securitisations to facilitate a benchmark transition from LIBOR to SOFR in May 2019. The work you do as a trainee has a bigger impact.. These types of contracts can therefore be used as a means of transferring exposure to the assets underlying a securitisation as an alternative to a true sale. satisfaction of specified eligibility criteria when sold; all required consents and authorisations having been obtained; various additional tailored representations. 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. 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. 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. Each series of notes typically has a revolving period during which no principal is paid on the notes, with the notes paying down once the amortisation period starts. determining benchmark replacement conforming changes, for contracts other than consumer loans. Shearman & Sterling represented the initial purchasers in connection with Jiayuan International Group Limiteds offering of $130 million 11% senior notes due 2024. While new securitisation documents can provide for an effective alternative reference rate, LIBOR transition has posed more difficult problems for many existing ABS and their underlying pool assets. If a credit event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from the permitted investments. The National Association of Insurance Commissioners (NAIC) has adopted a risk-based capital (RBC) methodology intended to be a minimum regulatory capital standard based on the insurance companys risk profile and is one of the tools that give regulators legal authority to take control of an insurance company. For the firms full list of rankings, visit Chambers and Partners. However, asset-level disclosures of the level of detail required in Reg AB II offerings are not commonly included in private placements. The firms success is built on its clients success. 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. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. 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. Osaka Gas USAs Joint Development of Utility-Scale Solar Projects with Oriden in the US. Legal and accounting criteria also come together as part of the true sale analysis. For example, a single-member limited liability company (LLC) is, for federal tax purposes, disregarded (in the absence of the SPE electing any contrary tax treatment) and therefore any transfer of assets from a parent to its wholly owned LLC will not be a taxable event. 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. 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. While the decision does not constitute binding precedent, other judges in different jurisdictions are likely to give the decision significant weight in a case presenting the same general questions. 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. 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. 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. Insurance companies capital requirements are subject to state regulation. 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. 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 has over 850 lawyers globally, speaking more than 75 languages. A partnership that is deemed to be a publicly traded partnership for US tax purposes could be subject to entity-level tax as if it were a corporation. opportunities in developing areas of renewable energy and green power.. Shearman & Sterling 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. Wilful violations and abuse of the end-user clearing exception are felonies punishable by a fine of up to USD1 million or imprisonment for up to ten years, or both, together with cost of prosecution (see CEA Section 13). Clients regularly entrust us with their most complex and strategic tax matters, resulting in our involvement in ground breaking transactions throughout the world. The trustees also undertake other specified administrative tasks, but typically avoid taking any discretionary actions other than pursuant to a direction from the relevant noteholders. 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. He regularly handles cross-border mandates. and 'Why Shearman & Sterling?' With lawyers in New York, London, Washington DC, and Frankfurt, Shearman & Sterlings Structured Finance & Securitization Group assists clients in developing, structuring and executing a broad range of financings, including securitisations, structured products, asset-based lending, tailored leasing and royalty arrangements, and other sophisticated financing techniques. If the violation of the Risk Retention Rules also amounts to a disclosure violation, there could be separate SEC or private action on that basis, as discussed in 4.2 General Disclosure Laws or Regulations. Clients hail from a range of sectors, including banking, media and aerospace. Penalties for violating the rules can include suspension or revocation of an NRSROs registration if the SEC makes a finding under certain specified sections of the Exchange Act that the NRSRO violated the conflicts-of-interest rule and the violation affected a credit rating. Reg AB II enables the SEC to extend the asset-level disclosure requirements to 144A private placements and to additional asset classes. 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. Shearman & Sterling LLP 20 ans Partner janv. Industry groups submitted comments pointing out these issues, and the final scope of the rules remains to be seen. 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. The US bank regulators have generally implemented the Basel III capital and liquidity rules but with some important distinctions. Duddell Street Acquisition Corp.s Business Combination with FiscalNote Holdings, Inc. Shearman & Sterling represented Citigroup Global Markets Inc. and J.P. Morgan Securities LLC in connection with Duddell Street Acquisition Corp. (Duddell Street)'s business combination with FiscalNote Holdings, Inc. (FiscalNote). It is also worth noting that the non-recourse language typically included in agreements with SPEs, including derivative agreements, would cause such derivatives to fall outside the standard terms for derivatives that are currently centrally cleared and traded, although that may change should swaps with such terms be included as part of a traded standard. 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. Enforcement and Penalties for Non-compliance. The firm has in-depth experience in all aspects of the public and private offering and distribution of structured finance securities. In CLOs the servicing agreement is typically referred to as a Portfolio Management Agreement, Collateral Management Agreement or Investment Management Agreement (or similar term). The proposed rules would also prohibit private fund advisers from engaging in certain compensatory and other practices which have the effect of creating conflicts of interests between private funds and their advisers. However, many broker-dealers appear to have concluded that their quotation procedures for these securities do involve publishing them (or submitting them for publication), so that the rule does not apply. 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. (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.). 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. A detailed description of the regulatory and other investment drivers for each of these diverse investor classes is beyond the scope of this summary; however, a few points that affect the structuring and offering of ABS are worth noting. As a result, the ruling, if upheld on appeal, would allow the CFPB to proceed with an enforcement action directly against the Trusts for liability for actions undertaken by the Trusts servicers (on behalf of the Trusts) and not by the Trusts themselves. The principal laws that govern securities-related disclosures are the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act). A decision by the Third Circuit is expected by mid-2023. Shearman & Sterling represented HSBC as the sole dealer manager in connection with an offer to purchase for cash by Jiayuan International Group Limited for its outstanding 13.75% senior notes due 2022 and 13.75% senior notes due 2023. Various courts have noted that some factors may be more important than others; in particular, the consolidation of financial statements, difficulty of separating assets, commingling of assets and profitability to all creditors. The New York Fed publishes daily SOFR and 30-, 90-, and 180-day SOFR averages, which are compounded daily on each business day. 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. New Metro Global Limiteds $300 Million Senior Notes Offering. imposing higher capital requirements on non-exchange-traded OTC derivatives. 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. Any Exchange Act violation could also result in equitable remedies, including the right of rescission. 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. However, not all factors are given equal weight in this analysis. Rule 15c2-11 under the Securities Exchange Act of 1934 (Exchange Act) allows brokers or dealers to initiate or resume trading quotes on OTC securities not listed on a national securities exchange by requiring them to obtain and review specified issuer information prior to publishing or submitting for publication a quotation on the securities. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. Because there are differences between CLOs and other private funds, the potential application of certain aspects of the proposed rules to existing and future CLO transactions remains unclear. 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. 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. In addition, insurance regulations typically specify concentration limits for various categories of investments. Problems of LIBOR transition for existing securitisations. The information must be published at least three days prior to bringing a covered securitisation to market. Shearman & Sterling advised IFC on the first housing bond issued in Bangladesh, provided to BRAC Bank Limited. 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. As noted in 4.11 Activities Avoided by SPEs or Other Securitisation Entities, this has impacts on the Investment Company Act and Volcker Rule analysis. The issuer will receive cash flows from the permitted investments and the CDS protection premiums. 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. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +65 6230 3800 Related Rankings Chambers Review Notable Practitioners Ranked SPEs established as single-member LLCs or Delaware statutory trusts can be readily structured to avoid entity-level tax. Owner trustees typically act on behalf of the holders of any trust certificates issued by an issuer trust (if applicable). The good faith, annualized salary range for this position is $58,000 to $75,000 depending on the candidate's overall experience and other job-related factors permitted by law such as, education, training, other responsibilities. The required asset-level disclosure must be provided in a standardised format in a tagged XML format and filed on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. the safe harbour provisions of 12 CFR 360.6 relating to transfer of assets in connection with a securitisation, which are discussed in, the Basel III capital requirements discussed in. The GSEs traditionally used separate, but similar, platforms to issue their pass-through securities. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. Regularly advises on complex tax planning and structuring matters. SOFR differs from LIBOR in several key respects. 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. 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 old trope of competition at US firms was something that the current intake was quick to dismiss too. Brokers or dealers may continue to quote Rule 144A ABS without further restriction until 4 January 2025, but as that date approaches it is not clear the extent to which broker-dealers will be comfortable continuing to participate in those offerings when a known issue could impact their liquidity. As outlined earlier, common law trusts are disfavoured compared to statutory entities for bankruptcy-remoteness purposes in light of the separate existence afforded to such statutory trusts. 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?' 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. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) For subsequent seats however, trainees submit a form with five ranked practice groups, including reasons for each of their choices. In addition, the CFTC has anti-avoidance authority to treat as swaps transactions that are wilfully structured to evade the requirements of the DoddFrank Act and to bring enforcement actions where such transactions fail to satisfy applicable criteria. One of the requirements for achieving sale accounting for financial assets under US Generally Accepted Accounting Principles (GAAP) is that the transferred financial assets have been isolated from the transferor even in bankruptcy or other receivership, and a part of that analysis looks to the legal true sale analysis. 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). 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. would be great. This approach was based not on term SOFR but on 30-day average SOFR with a monthly reset period, set in advance of the interest accrual period. Variations on the ARRC recommended fallback language are now commonly included in US securitisations. Plus Business Combination with Hennessy Capital Investment Corp. V. Shearman & Sterling is representing the banks who are acting as joint placements agents in connection with Plus business combination with special purpose acquisition company (SPAC) Hennessy Capital Investment Corp. V. Jiayuan International Group Limiteds $130 Million Senior Notes Offering. Issuers are typically SPEs that are restricted from engaging in activities unrelated to the securitisation. 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 issuer is subject to Exchange Act reporting requirements and the issuer has filed all required periodic reports during the prior 12 months or any shorter time it has been required to file reports. Shearman & Sterling Earns High Rankings in Chambers UK 2022 Shearman & Sterling continues to garner recognition in the 2022 edition of Chambers UK receiving 37 there is a signed agreement that reasonably identifies the relevant rights and assets. Any identified determining person will have the authority to replace the LIBOR rates with the SOFR-based benchmark replacement selected by the Federal Reserve. Business Services. 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). The ARRC has recommended a spread adjustment methodology for non-consumer products based on a historical median over a five-year lookback period calculating the difference between US dollar LIBOR and SOFR, which matches the methodology recommended by the International Swaps and Derivatives Association (ISDA) for derivatives. All the resources you need to research law firms and barristers' chambers, Banking & Finance: Borrowers: Big-Ticket (Band 2), Banking & Finance: Lenders: Big-Ticket (Band 3), Capital Markets: High-Yield Products (Band 3), Corporate/M&A: 100-800 million (Band 3), Energy & Natural Resources: Oil & Gas (Band 3), Energy & Natural Resources: Power (Band 2), Financial Services: Non-contentious Regulatory (Band 3). 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? Preferred: Relevant work experience; law journal/moot court participation; foreign language skills. 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). In particular, the Trusts moved to dismiss the lawsuit on the grounds that the CFPB lacked enforcement authority over the Trusts because they are not covered persons as defined in the CFPA. 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. 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. In US securitisations one shearman and sterling chambers student the level of detail required in Reg AB II offerings are not included! 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