The Banking and Corporate Finance Training Specialist

NEGOTIATING ISDA MASTER

AGREEMENTS

This course is presented in London on:

20 April 2018, 31 October 2018

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+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

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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

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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.

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+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

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+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