negotiating isda master agreements · analysis between the 1992 and the 2002 isda master...
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The Banking and Corporate Finance Training Specialist
NEGOTIATING ISDA MASTER
AGREEMENTS
This course is presented in London on:
20 April 2018, 31 October 2018
http://redcliffetraining.com enquiries@redcliffetraining.co.uk
+44 (0)20 7387 4484
Course Overview
Participants will:
Be introduced to the different types of derivatives including equity derivatives and property derivatives.
Get an overview of their legal definition and type of risks hedged. Have explained to them the ISDA Master Agreement with a detailed clause by clause
review and a comparison of ISDA 2002 and 1992 Master Agreements
Master the schedule to the ISDA Master Agreement Gain an understanding of the ISDA confirmation and the process on how trades are
done. Learn about the ISDA protocols, ISDA credit support annexes and credit support
deeds.
Be appraised of financial collateral regulations. Be taught about netting and valuation
Have an overview of the events of default and termination events.
Trained as a lawyer, the trainer has over 19 years experience in international banking and structured finance transactions, including real estate finance, loans, leverage finance, debt
capital markets, securitisation, structured products, repos, derivatives and financial regulatory and compliance. She has been actively involved in the creation of innovative
award winning structured transactions and negotiating complex financings. She has advised global institutions such as Credit Suisse, Citigroup and Goldman Sachs
and spent many years practicing law at Allen & Overy LLP, Linklaters and Sidley Austin Brown & Wood in multiple jurisdictions including London, New York, Hong Kong, Singapore
etc. She holds a Law LLB (Hons) degree from University College London and has worked in the
Finance Know-how team at Clifford Chance. She is an author and now runs her own business advisory, training and legal consultancy.
ISDA Documentation
Introduction and Architecture of ISDA Documentation – See Part 1 of this course
ISDA Master Agreement
Detailed clause by clause review (2002) Single Agreement
Cherry picking Netting legal opinions
Governing law on insolvency
Conditions Precedent Withholding tax
Representations
Course Content
Background of the trainer
Course Objectives
http://redcliffetraining.com enquiries@redcliffetraining.co.uk
+44 (0)20 7387 4484
Undertakings
Events of Default Termination Events Early Termination
Transfer Multi-branch Parties
Waiver of immunity Arbitration clauses
Comparison of ISDA 2002 and 1992 Master Agreements
Events of default provisions Grace periods
Scope of the credit support default Breach of agreement Specified Transactions
Cross default provisions Merger without assumption
Termination Events Scope of Illegality Force Majeure
Grace periods Tax event upon merger
Methodology of calculating payments on early termination First Method Second Method
Market Quotation Loss
Set-off Unpaid amounts
Close-out amount Schedule to ISDA Master Agreement
Parts 1 to 5 – Negotiating points EMIR related amendments
Relevant EMIR Protocols: 2013 EMIR Non-Financial Counterparty Representation 2013 Reporting Protocol
2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol
Adherence Letters Suggested EMIR Related Amendments
ISDA Confirmation
Process on how trades are done EMIR reporting
2013 EMIR Reporting Protocol
Grey area
http://redcliffetraining.com enquiries@redcliffetraining.co.uk
+44 (0)20 7387 4484
ISDA Credit Support Annexes and Credit Support Deeds Legal opinions
English law deeds and annexes New York law annexes 1995 ISDA Credit Support Annex
Close-out netting Valuation agent
Eligible Credit Support Haircuts and Valuation Percentages
Financial Collateral Regulations Title transfer
Ring fencing Close-out netting on insolvency
Netting and Valuation
Settlement Netting Close-out Netting Calculations
Mark to market valuations – How Swaps are Valued
Events of Default and Termination Events Step to follow on Early Termination
Conditions Precedent Timeline – summary of process
Checklists Contractual terms breach Events of Default and Termination Events
Legal, commercial and operational considerations Early Termination Procedures
Case law
Section 2(a)(iii) Lomas and others v JFB Firth Rixson Inc. and others
ISDA Amendment
GROUP CASE STUDY: Participants to work in small groups to draft and negotiate with another group a first draft of the ISDA Schedule to the 2002 ISDA Master
Agreement in accordance with the client instructions provided in the case study pack
COPIES OF THE 2002 ISDA MASTER AGREEMENT AND THE ACCOMPANYING ISDA SCHEDULE WILL BE PROVIDED TO ALL PARTICIPANTS.
http://redcliffetraining.com enquiries@redcliffetraining.co.uk
+44 (0)20 7387 4484
THIS COURSE IS PART 2 OF A TWO PART COURSE, THE FIRST PART IS TITLED “ISDA DOCUMENTATION”. It is highly recommended that participants attend Part 1 of this course prior to attending Part 2 as the content is a follow up from Part 1 and will not be repeated
or summarised again in Part 2 due to time contraints.
Part 2 of this course covers pertinent issues related to the drafting, negotiating and understanding of the ISDA Master Agreements. This course is relevant for:
1. Lawyers both in private practice and in-house, 2. Traders, Bankers and Structurers involved in transactions involving swaps, CDSs,
options, swaptions etc., 3. Operations teams involved with swaps, EMIR reporting etc.,
4. ISDA documentation teams who typically draft and negotiate ISDA Master Agreements and trades, and
5. Accountants who advise clients on swap transactions.
In this course we cover the ISDA documentation framework. A detailed clause by clause
analysis is then undertaken of the 2002 ISDA Master Agreement followed by a comparison analysis between the 1992 and the 2002 ISDA Master Agreements. We will undertake a detailed analysis of the ISDA Schedule including any EMIR Regulation related language.
The key negotiation points relevant in negotiating an ISDA Agreement will be covered off including the questions to ask depending on who you act for. We will then discuss the CSA,
the Financial Collateral Regulations relating to the CSA specifically and the ancillary ISDA documentation. We will go through in detail the settlement netting and close-out netting and the calculations involved including how swaps are valued. We will cover off the Events
of Default and Termination Events operative provisions, procedural timelines and checklists outlining the notice requirements, legal, commercial and operational points to
tick off the list. We then cover off some case law and amendment to the ISDA Master Agreement.
The final part of the course will be an Interactive Group Case Study involving the documenting an ISDA Schedule and key issues to consider. COPIES OF THE 2002 ISDA
MASTER AGREEMENT AND THE ACCOMPANYING ISDA SCHEDULE WILL BE PROVIDED TO ALL PARTICIPANTS AS PART OF THIS COURSE.
What Redcliffe’s clients are saying about the course;
“Excellent trainer, very knowledgeable and kept everyone interested through what is an unavoidably dry subject”
“The trainer and materials were excellent”
“The trainer was very knowledgeable”
“The presenter was very familiar with the topic and answered questions very well”
“The trainer was excellent and kept my attention throughout”
“Extremely clear explanations and examples”
Course Summary
http://redcliffetraining.com enquiries@redcliffetraining.co.uk
+44 (0)20 7387 4484
Delivering this course in-house for you to a number of participants could be very cost effective.
09:30-17:00
London
Standard Price: £625+VAT Membership Price: £500 + VAT
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