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 group is split into three sub-teams in investment-grade finance, leveraged finance, and structured finance. 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. 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 extent to which regulators will address securitisation industry feedback on rules that are not yet final remains to be seen. In addition, there will typically be separate covenants relating to the trustees obligations to act and rights not to act in accordance with instructions. The firms success is built on its clients success. 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. and 'Why Shearman & Sterling?' Shearman & Sterling represented J.P. Morgan, Deutsche Bank, HSBC and UBS as the joint lead managers in connection with eHi Car Services Limiteds offering of $300 million 7% senior notes due 2026. 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. Investors constitute a diverse group. Delaware statutory trusts (DSTs) and Delaware limited liability companies (DLLCs) are often the entities of choice for securitisations. US Summer Program. As such, the mapping of ABS assets to an NAIC rating will often dictate the attractiveness of a particular asset-backed security for an insurance company. Trainees must complete an application form with their top choices (we heard most people submit at least a couple, but there isn't a limit). Black Spade Acquisition Cos $169 Million SPAC US IPO. 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. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. Wilful violations of the Risk Retention Rules may also give rise to federal or state criminal actions. Shearman & Sterling represented the initial purchasers in connection with Skyfame International Holdings Limiteds offering of $100 million 13% senior notes due 2023, unconditionally and irrevocably guaranteed by Skyfame Realty (Holdings) Limited. The covered fund definition only captures entities that would have to register under the Investment Company Act but for the exemption set forth in Section 3(c)(7) or 3(c)(1), or that are commodity pools for which the commodity pool operator has claimed an exemption from registration and record-keeping requirements pursuant to Section 4.7 of the CEA, or that are substantially similar commodity pools. 11 years ago. The movement is in the right direction.. 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. a requirement on filing financing statements; provisions requiring notification and potentially opinions prior to any changes in the name or jurisdiction of the organisation; control over securities accounts, deposit accounts and electronic chattel paper; delivery or custody of chattel paper, securities and instruments; and. 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 team is a recognised global leader in the structured finance industry, domestically and internationally. The New York Fed publishes daily SOFR and 30-, 90-, and 180-day SOFR averages, which are compounded daily on each business day. Apply today at CareerBuilder! 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. ABS issuers generally do not prepare financial statements. Other important factors include market practice and acceptance. the sellers continued administration and control of the assets, particularly if the obligor is not notified of the sale (however, under current market practice, sellers often act as servicer of the sold assets and such continued involvement is generally not viewed as dispositive of the loan or sale characterisation). Agency securities and private placements are not subject to ABS-specific disclosure requirements other than the disclosure requirements relating to risk retention, repurchase requests, the third-party due diligence disclosure and rating agency communication requirements. is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. Shearman & Sterling represented the initial purchasers in connection with Skyfame International Holdings Limiteds offering of $112 million 13% senior notes due 2023, unconditionally and irrevocably guaranteed by Skyfame Realty (Holdings) Limited. Investors in securitisations include banks, asset managers, insurance companies, pension funds, mutual funds, hedge funds and high net worth investors. It is also common as part of the closing opinions for a securitisation to include an opinion that the securitisation entity would not be taxed as a corporation for federal tax purposes. 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). In one recent matter, the firm advised Greek food company Chipita on its sale to a subsidiary of Mondelez International for 1.7 billion. Chambers and Partners has been publishing guides to the legal profession since 1990. For those trainees hoping for the luck of the draw, the projects development & finance (PDF) seat is one plenty will have their eye on. 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. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. failure, after expiry of the applicable cure periods, to turn over collections when required to do so; misrepresentations or breach of covenants; often, the occurrence of an event of default. 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 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. opportunities in developing areas of renewable energy and green power.. Apr 2015 - Jan 20193 years 10 months. 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. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. Insurance companies are also often focused on obtaining longer-duration assets. These are typically used in dealer floor plan securitisations and credit card securitisations. 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. 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. The nature of the CDS may also impact the Investment Company Act analysis for the issuer. The LIBOR Act covers contracts that reference LIBOR tenors other than the uncommon one-week and two-month tenors, and provides as follows. Shearman & Sterling Earns High Rankings in Chambers UK 2022 Shearman & Sterling continues to garner recognition in the 2022 edition of Chambers UK receiving 37 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. DaFa Properties Group Limiteds $100 million Senior Notes Offering. 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. With more than 130 attorneys in the United States, Europe SOFR has been used routinely in CLOs, where the pool assets consist generally of floating rate commercial loans, but the ARRC has expressed displeasure over the recent use of term SOFR as the benchmark for other floating-rate ABS backed by fixed-rate receivables. in certain securitizations that hold underlying business loans or other assets that reference the SOFR Term Rate and where those assets cannot easily reference other forms of SOFR. These can be provided by third-party liquidity providers or as part of the servicing rights and obligations. The work you do as a trainee has a bigger impact.. annual reporting or proxy disclosure about directors cybersecurity expertise. The students are paid a juicy 400 per week. 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 represented Guotai Junan Securities (Hong Kong) Limited and China Galaxy International Securities (Hong Kong) Co., Ltd. as the initial purchasers in connection with DaFa Properties Group Limiteds offering of $100 million 9.95% senior notes due 2022. pleb1. With experience across the energy, mining and metals, infrastructure and TMT sectors, the practice 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 Trusts hold more than 800,000 private education student loans totalling approximately USD12 billion, all of which were originated by private banks prior to 2008. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. Interest paid or accrued by a typical securitisation SPE to a foreign person will subject to the satisfaction of certain requirements relating to the investors US activities and equity or control person relationship with the SPE and related persons usually be exempt from withholding tax by virtue of falling within the portfolio interest exemption from withholding. Although the analysis differs somewhat between various US circuits, in general a bankruptcy court may order substantive consolidation where the separateness of the entities has not been sufficiently respected or where the affairs of the debtor entities are so entangled that unscrambling will be prohibitive and hurt all creditors. News October 20, 2022 Shearman & Sterling Earns High Rankings in Chambers UK 2023 Shearman & Sterling continues to garner recognition in the 2023 edition of This, in turn, could affect the amount, timing, character and source of items of income and deductions of the noteholder compared to what would be the case if the notes were respected as debt for tax purposes. The drive behind the groups is to promote visibility in the firm through talks, socials and other events bringing groups together. While sources noted a discouraging amount of diverse partners, looking at the juniors, it is clear that progress is being made. SHEARMAN & STERLING JESSUP CUP WORLD CHAMPIONSHIP ROUND Final Round Judges MAURICE MENDELSON QC, Blackstone Chambers, London; H.E. 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. 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. 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. 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. PATRICIA M. WALD, former judge, International Criminal Tribunal for the Former Yugoslavia. The firm now recruits exclusively through its vacation scheme. Shearman & Sterling represented the initial purchasers in connection with Shinsun Holdings (Group) Co., Ltd.s offering of $200 million 12% senior notes due 2023. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. Business Services. For the firms full list of rankings, visit Chambers and Partners. Shearman & Sterling represented the initial purchasers in connection with Radiance Capital Investments Limiteds offering of $300 million 7.8% senior green notes due 2024. However, as a practical matter, SPEs organised in the USA overwhelmingly tend to be organised as a limited liability company or a statutory trust. In June 2017, the ARRC identified SOFR as its preferred alternative to LIBOR for many purposes, including securitisations. 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. 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. One trainee even enthused about stickers. Broker-dealers may be restricted from providing price quotations for private debt securities by virtue of Rule 15c2-11 unless certain periodic information and information about the issuer and the offering is made available to the public in a manner that complies with the SECs no-action letter issued on 30 November 2022. In some instances, the perfection representations relating to chattel paper may also call for the original being marked as pledged to the trustee to reduce the risk that a third-party acquirer obtains possession without actual knowledge of the prior security interest. Also, there is likely to be basis risk between the cash flows on ABS and the underlying pool assets if floating interest rates on both do not adjust simultaneously and based on the same reference rate. 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. Consequently, the traditional means of addressing the Volcker Rule have been to avoid relying on any of these exemptions. He assists clients with administrative proceedings as well as litigation in the US Tax Court. Highly regarded by major corporations and financial institutions, Shearman & Sterling represents the entire range of global market participants, including issuers, underwriters, investors, trustees, servicers, credit-enhancement providers, lenders, rating agencies and conduits. To be best placed at the beginning of your legal career, you need to be in the best place. A place like Shearman & Sterling one of the elite international law firms. Trainees have shaped our success story and played a pivotal role in the firms growth. And its no surprise. Underwriters (including initial purchasers in a 144A transaction) and placement agents are registered broker-dealers responsible for placing the ABS. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. Phase 2 was scheduled to extend from 4 January 2023 through 4 January 2024, and Phase 3 was scheduled to begin on 5 January 2024 and extend indefinitely. The ARRCs approach was not meant to be a binding directive, but merely an example of how an ABS product could be created using average SOFR. 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). the relevant laws relating to the relevant form of organisation in its jurisdiction of formation; bankruptcy or other applicable insolvency laws. 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. there is a signed agreement that reasonably identifies the relevant rights and assets. Appointing an independent director whose fiduciary duty runs to the SPE and not to its shareholders, and employing an entity type that allows for such redirection of fiduciary duties, reduces the risk of a filing for the benefit of its shareholders. I was looking for top-tier transactional work in areas like finance and M&A, one trainee told us, and thats where the firms profile comes into its own. In fact, Chambers UK awards the firm a host of rankings in banking & finance and capital markets in the capital, as well as a top-tier nod for its projects work nationwide. Applicable tax laws may also cause debt instruments to be characterised as equity interests for purposes of that determination. All vac schemes run for two weeks and there's room for up to ten candidates on each. The SEC launched a proposed set of rules in 2011, but since these rules would effectively have ended synthetic securitisations, they were never finalised. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. The firm was recognized with 106 practice and individual rankings for excellence representing clients across our practices and industries throughout the United States. This takes place with either a senior associate or a partner and a member of the graduate recruitment team, and isn't too formal, according to Gascoyne. 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. Ambassador at Large for War Crimes Issues; HON. Typically, the power to exercise such rights and remedies is given to the trustee with provisions that entitle the trustee to obtain directions backed by indemnification. Many existing securitisations provide that if LIBOR is terminated or ceases to function, the applicable interest rates may become fixed based on the last LIBOR available. 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. Synthetic securitisations are permitted. With approximately 850 lawyers in 25 offices The team is split between project development work, and the project finance side of things, one trainee explained. The rules generally apply the following SOFR-based rates, plus the spread adjustment set forth in the statute: The rules otherwise largely mirror the statute, but with some clarifications, which include: release the creditors rights to excess collateral; allow additional debt to be secured by the collateral; transferring the securitised assets to the issuer in a perfected true sale; reducing the risk of the issuer becoming subject to involuntary or voluntary bankruptcy proceedings; and. Jiayuan International Group Limiteds Tender Offer. Shearman & Sterling has over 850 lawyers globally, speaking more than 75 languages. 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. Furthermore, the CFTCs authority to penalise manipulation and fraud is similar to the SECs authority under Section 10(b) of the Exchange Act. Logically, issuers of ABS offered under another exemption could undertake to make Rule 144A information publicly available and therefore enable those securities to be quoted under the last option above. In response to feedback from industry groups, the SEC issued a no-action letter in December 2021, which established a tiered set of compliance dates in an effort to allow brokers and dealers time to bring themselves into compliance. In some securitisation transactions they are also responsible for establishing and preparing the relevant securitisation structure and documentation. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. Legal. Hogan Lovells has around 2500 attorneys and Shearman boasts about 850. Shearman & Sterlings Litigation Group is strongly positioned to counsel and protect clients in todays challenging environment. 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