Shearman & Sterling continues to garner recognition in the 2023 edition of Chambers UK receiving 35 rankings in the new edition, including 13 practice and 22 individual rankings. ABS issuers generally do not prepare financial statements. 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. Notably, the DC Court of Appeals ruled in 2018 that subjecting managers of open-market CLOs to the Risk Retention Rules exceeded the statutory authority under Section 941 of the DoddFrank Act and consequently such CLOs are currently not subject to the risk retention requirements. In fact, many of these elements are present in most bankruptcy cases involving holding company structures or affiliated companies without thereby leading to substantive consolidation. This option reinforces the notion that registered ABS where the issuer is subject to Exchange Act reporting requirements do not pose compliance issues under the Rule 15c2-11(b). Forget Sterling Silver Shearman is going for gold! Applicable tax laws may also cause debt instruments to be characterised as equity interests for purposes of that determination. 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. Benchmark replacement conforming changes are changes that the Federal Reserve determines would address one or more issues surrounding the replacement of the contracts benchmark, or (for non-consumer contracts) that are necessary or appropriate to implement the new benchmark in the reasonable judgment of the calculating person responsible for calculating that benchmark under the contract. 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. The regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. With approximately 850 lawyers in 25 offices 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. 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. 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. Vac schemers undertake the assessments outlined above written and group exercises, a case study assessment, plus a partner interview during the second week of their placement. Shearman & Sterling LLP > The Legal 500 Rankings Dispute resolution > Securities litigation: defense Tier 1 Shearman & Sterling LLP is recognized as one of the pre-eminent firms for securities litigation, investigations, and enforcement actions. The courts have also identified a variety of other factors that do not fall within the categories above but may be indicative of a secured loan, including: Some states have sought to bolster securitisations by restricting recharacterisation of a purported sale transaction. 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. As such, the banking agencies may seek cease-and-desist orders requiring cessation and potential corrective actions. daily simple SOFR in arrears, calculated using simple interest over the current interest period; SOFR compounded in arrears, calculated by compounding interest over the current interest period; and. 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. To the extent such securitisations are registered, they must comply with the Reg AB II requirements described in 4.1 Specific Disclosure Laws or Regulations, and otherwise the general disclosure requirements described in 4.2 General Disclosure Laws or Regulations apply. The US bank capital rules distinguish between traditional and synthetic securitisations, each with different operational requirements. 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. The SEC has generally indicated that CDSs, the most common type of derivative used in synthetic securitisations, are not self-liquidating financial assets. The team is a recognised global leader in the structured finance industry, domestically and internationally. 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. Here, they give you a taste of what its really like as a trainee.. Yet despite the firms American twang, the London office has its own distinctive voice: The London office isnt just a satellite for the US, one source remarked, its a standalone office with its own work. Trainees also highlighted that a smaller trainee intake [of around 15 a year] means more responsibility early on, so the work you do as a trainee has a bigger impact. Prospective candidates can expect stiff competition, with as many as 2,000 applying for a place in 2022. 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. All vac schemes run for two weeks and there's room for up to ten candidates on each. opportunities in developing areas of renewable energy and green power.. For subsequent seats however, trainees submit a form with five ranked practice groups, including reasons for each of their choices. early amortisation events that cause accelerated pay-downs of principal and terminate reinvestment or revolving periods (temporarily or permanently); servicer termination events that give rise to a right to terminate the servicer; and. 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. This no-action letter withdrew the December 2021 letter, but effectively extended Phase 1 under the December 2021 letter until 4 January 2025. Participation agreements will also typically include provisions relating to a participation buyers ability to give consent and otherwise participate in voting actions relating to the underlying asset, as well as elevation rights that establish when either party to the participation can call for reasonable efforts to effectuate a full assignment of title. For certain asset classes it is also typical to use securitisation SPEs organised as foreign corporations in a jurisdiction that does not impose entity-level tax on such corporations. Investors in securitisations include banks, asset managers, insurance companies, pension funds, mutual funds, hedge funds and high net worth investors. 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. In private deals, the investor vote required for certain actions is primarily a negotiated point, although in registered securitisations these requirements are more prescribed. If a credit event occurs under a CDS, then the SPE will fund its payment obligation with proceeds from the permitted investments. If its the international side of the firms work that youre keen on, then there arent many places youll find more of it than in international arbitration. The rules governing such entities will be a combination of: The primary factors driving the type and jurisdiction of the securitisation entity will be bankruptcy remoteness and tax. While New York law governs the vast majority of LIBOR-utilising contracts, the statute did not and could not address LIBOR transition issues in all legacy contracts. The proposed requirements would impose a significant number of new disclosure requirements for registrants, including disclosure of: As drafted, the proposed rules do not apply to ABS issuers, although the SEC solicited comment on whether they should apply and in what form. The SEC launched a proposed set of rules in 2011, but since these rules would effectively have ended synthetic securitisations, they were never finalised. 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. SPEs established as single-member LLCs or Delaware statutory trusts can be readily structured to avoid entity-level tax. We also advise clients with respect to a full range of tax controversies and disputes. Everyone has taken the time to speak to me and help., There are two trainee socials per seat (one financed by the firm and the other by the trainees themselves), whether thats going to a bar, doing activities or just grabbing some food. There were also some more informal drinks invites from partners, something trainees praised: Chatting in a social setting with higher-up members of the firm is really nice., Starting in 2022, trainees and associates are expected to be in the office on Tuesday, Wednesday and Thursday, working remotely for the remainder of the week. Investors constitute a diverse group. In 2014, the Board of Governors of the Federal Reserve System (the Federal Reserve) and the Federal Reserve Bank of New York (the New York Fed) formed the Alternative Reference Rate Committee (ARRC) to identify possible alternative reference rates for US dollar LIBOR and to identify best practices for implementation of a new reference rate. The structure also allows for some series to be in their revolving period while other series are in their amortisation period. In turn, this has allowed for the emergence of a highly liquid to-be-arranged (TBA) market, where pools of MBSs are deemed to be fungible, and traded, on the basis of a few basic characteristics, such as the issuer, amortisation type (eg, 30 years or 15 years), the coupon rate, the settlement date and the maximum number of mortgage securities per basket. In securitisations with revolving periods during which there is a constant replenishment period, the servicer will also typically be required to ensure compliance with applicable pool criteria and provide relevant reports in connection with any collateral removal, additions or substitutions. In a securitisation transaction it is common for tax counsel to provide an opinion addressing the tax treatment of the issued securities; in particular, whether the offered notes would be treated as debt securities for US federal income tax purposes. Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. One trainee even enthused about stickers. 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. In addition, for some securitisations, there will often be certain obligations around the delivery of reports and other relevant information to a back-up servicer. The London office opened 50 years ago and quickly became one of the 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. As such, an awareness of the types of features that drive the consolidation analysis is often important in structuring the SPE and drafting the relevant transaction documents. He goes on to tell us that supervisors are told to treat vac schemers as they would a first seat trainee. Examples include domestic family law clinics, supporting children obtain refugee status and amnesty for death row inmates. Morgan, Lewis & Bockius LLP Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. The typical items of documentation used to effectuate bankruptcy-remote transfers are: As previously noted, title is not dispositve of ownership, nor is it necessary for the consideration to be in the form of cash. The US bank regulators have generally implemented the Basel III capital and liquidity rules but with some important distinctions. 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). TaiChen Development (BVI) Limiteds $65 Million Tap Offering. Shearman & Sterlings compensation is aligned with the standard market-rate salary scale. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. Advised Ardagh Group on its definitive business combination agreement with Gores Holdings V to create an independent public company. The best practices only recommend the use of term SOFR in these circumstances to date: The ARRC did not recommend term SOFR for most securitizations, stating that as a general principle [it] recommends that market participants use overnight SOFR and SOFR averages given their robustness, particularly in markets where we have seen that there can be successful adoption of these rates such as floating rate notes, consumer products including adjustable-rate mortgages and student loans, and most securitizations. Only JD 2025 law students are eligible to apply. 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. 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. "He is very proactive, approachable, easy to work with and technical.". 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. 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. Under the most recent no-action letter, the SEC staff will not take enforcement action against a broker-dealer that publishes, or submits for publication, quotations for fixed-income securities, if the broker-dealer reasonably has determined that the security or its issuer meets one of several specified criteria, or there is current and publicly available financial information (consistent with Rule 15c2-11(b)) about the issuer. satisfaction of specified eligibility criteria when sold; all required consents and authorisations having been obtained; various additional tailored representations. Where the securitisation involves securities within the meaning of the Investment Advisers Act of 1940, as amended (the Advisers Act), such as CLOs, and involve more active or discretionary management of the collateral, the agreement would also typically address requirements and prohibitions under the Advisers Act and rules promulgated thereunder. The Volcker Rule discussed below has made it less attractive for securitisation SPEs to rely on Section 3(c)(7), although the exemption is still relied on by actively managed CLOs. Shearman & Sterling represented the initial purchasers in connection with Radiance Capital Investments Limiteds offering of $300 million 7.8% senior green notes due 2024. degree of difficulty in segregating and ascertaining individual assets and liabilities; presence or absence of consolidated financial statements; profitability of consolidation at a single physical location; commingling of assets and business functions; unity of interests and ownership between the various corporate entities; existence of parent or intercorporate guarantees or loans; and. Opportunities for First- and Second-Year Law Students. Therefore, quotations of Rule 144A ABS generally are allowed without further inquiry by the broker-dealer. Sections 15E and 17 of the Exchange Act and the rules promulgated thereunder establish a detailed set of records that must be created and disclosed to the SEC, and mandate that some of this information must be made publicly available free of charge, including the assigned credit rating and any subsequent upgrade or downgrade. The SEC regulates the offer and sale of securities issued by a synthetic securitisation and the issuers Investment Company Act exemptions are the same as in a traditional securitisation. It is important to note that because this decision came from a Federal court sitting in Delaware, if upheld by the Third Circuit, it could potentially have much broader consequences to the securitisation marketplace affecting a variety of asset classes (such as securitisation trusts that own auto loans, mortgages, credit card receivables, unsecured personal loans, etc) than a decision in a different judicial district, as most special purpose entities (trusts and limited liability companies) that are formed for securitisation purposes are organised in Delaware and are thus subject to suit in the same court under the CFPBs authorising statute. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. Jiayuan International Group Limiteds Tender Offer. 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. who circulates opportunities weekly via email. 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. In all matters, Shearman & Sterling is dedicated to serving clients at the highest level. 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. Chambers Student, the students companion to the legal profession, gives the truth about law firms and the Bar. conflicts that must be disclosed and managed by the NRSRO; and. While loans is a broad term for the purposes of that exclusion, there are significant limitations on an SPEs ability to hold derivatives (other than for the purposes of hedging interest and currency risk) and securities (other than for certain short-term cash-management purposes). New Yorks Shearman & Sterling was one of the earliest US firms to make the starting line-up in London, bringing a sizeable reputation in all things banking & finance from across the pond. 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. 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 comprehensive regulation applicable to banks results in a parallel regulatory structure in the context of banks sponsoring securitisations that will apply to certain aspects of a securitisation transaction by banks. periodic reporting about previously reported incidents, risk policies and procedures, director oversight of risks, and managements role in assessing and managing risks; and. Establishing a bankruptcy-remote special-purpose entity (SPE) is a key aspect of a typical securitisation transaction. The movement is in the right direction.. KWG Group Holdings Limiteds $378 Million Senior Notes Offering. This structure is typically used in auto lease securitisations and other lease transactions relating to titled goods. 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. PATRICIA M. WALD, former judge, International Criminal Tribunal for the Former Yugoslavia. To avoid this outcome, foreign securitisation issuers tend to conduct their activities in accordance with detailed guidelines that are aimed at ensuring that they are not engaged in loan origination or otherwise treated as conducting a lending or other financial business in the USA. 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. The latter opinion is frequently also required in the case of certain amendments to the corporate documents. L-shaped risk retention, by holding a combination vertical and horizontal risk retention that adds up to 5%. the transferor being a debtor of the transferee on or before the purchase date; the transferors ability to extinguish the transferees rights in the transferred assets by payments or repurchase by the transferor or from sources other than collections on the asset; and. 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. At a base level, future trainees need a minimum AAB at A level and 2:1 degree. and 'Why Shearman & Sterling?' When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. The typical representations and warranties in the sale agreement address: The typical enforcement mechanism is notice and indemnification obligations, coupled with a repurchase obligation in the case of a breach of any asset-level representation that has not been cured in a timely manner. The nature of the CDS may also impact the Investment Company Act analysis for the issuer. Shearman & Sterling LLP has a very efficient, reactive and knowledgeable team that is good fun to work with . Violations of the swaps rules promulgated by the CFTC will be subject to enforcement and penalties by the CFTC. The structure allows for multiple series of securities to be issued that all share in assets of the master trust. 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. Shearman & Sterling's compensation is merit-based. Overview. The accounting standards also include a discussion of various types of qualifiers and assumptions that are deemed not to be appropriate for accounting purposes. Agency securitisations represent the biggest part of the securitisation market by far. The intersection of legal and accounting requirements often plays a significant role in structuring a securitisation transaction. Training contract deadline: Apply for a training contract through a vacation scheme. 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). 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. The firm looks at the top schools, but also we look for impressive students 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. Clients regularly entrust us with their most complex and strategic tax matters, resulting in our involvement in ground breaking transactions throughout the world. 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. 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. In addition, the GSEs issue some risk transfer securitisations that are not guaranteed. 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 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. Anton Oilfield Services Groups $150 Million Exchange Offer and Concurrent New Money Offering. Ginnie Mae, Fannie Mae and Freddie Mac are the principal agencies and government-sponsored entities (GSEs) engaged in the securitisation of mortgages. Many of these issues are addressed as part of the structuring of the SPE. As noted above, transactions that violate the securities laws may be voidable and may give rise to both private and public enforcement. Each Fellow receives $25,000 and the opportunity to clerk in one of our U.S. offices the summer following their 1L or 2L year. News October 20, 2022 Shearman & Sterling Earns High Rankings in Chambers UK 2023 Shearman & Sterling continues to garner recognition in the 2023 edition of 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.. However, as a practical matter, SPEs organised in the USA overwhelmingly tend to be organised as a limited liability company or a statutory trust. Shearman & Sterling. 11 years ago. 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. 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. The SECs proposed rules would require that registered investment advisors to private funds obtain audited annual financial statements of, and provide quarterly statements regarding fees, expenses and performance for, each private fund it advises, and investment advisers would be required to deliver a fairness opinion in connection with adviser-led secondary transactions in which existing fund investors are offered the option to exchange their investments for interests in other entities managed by the same adviser or related persons. Rule 17g-7 provides further transparency by requiring the NRSRO to prepare and disclose a comparison of the asset-level representations, warranties and enforcement mechanisms available to investors that were disclosed in the offering document for the relevant ABS and how they differ from the corresponding provisions in other, similar, securitisations. 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. annual reporting or proxy disclosure about directors cybersecurity expertise. Shearman & Sterling is one of the worlds leading law firms, serving the domestic and cross-border needs of an impressive roster of clients. In some securitisations, such as CLOs, the servicing role may be quite active, consisting of purchasing and selling relevant assets, participating in any workouts as required and otherwise managing the collateral in accordance with the terms of the transaction. Anton Oilfield Services Groups $ 150 Million Exchange Offer and Concurrent New Money Offering summer! The SPE will shearman and sterling chambers student its payment obligation with proceeds from the permitted investments a. Are told to treat vac schemers as they would a first seat trainee under! Lease transactions relating to titled goods GSEs issue some risk transfer securitisations that are not financial... Be disclosed and managed by the broker-dealer hours, theres a 30 allowance for deliveries and taxis you. Ten candidates on each chambers Student, the more numerous the secured loan characteristics, the students companion to Middle! 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