Legal Derivatives School: M3 - Legal Issues in Derivatives Linked to Loans, Structured Notes and Structured Issuers

Euromoney Training and this course are neither endorsed by nor affiliated with ISDA® Since 1990, Euromoney Training, in association with Schuyler K Henderson, has organised this highly successful course on the legal concepts in derivatives and the documentation of derivatives transactions using the ISDA® Master Agreement. 'Legal Derivatives School' is presented in a modular format. You are recommended to attend full modules or you can contact us at training@euromoneyasia.com to book separate modules (required to book at least two days). Module 1: Swaps and Other OTC Derivatives – Legal Issues and Documentation 27-28 October 2014, Singapore Module 2: Equity and Credit Derivatives - Legal Issues and Documentation 29 October 2014, Singapore Module 3: Legal Issues in Derivatives Linked to Loans, Structured Notes and Structured Issuers 30 October 2014, Singapore Module 4: The Dodd-Frank Act, EU Derivatives Regulation and Central Counterparties 31 October 2014, Singapore Course overview Swaps and derivatives have become more and more complex every year, and have come under close regulatory scrutiny. Products such as credit derivatives and equity derivatives and the use of derivatives in financing structures pose particularly interesting and significant issues. New laws and regulations are changing the practices and conventions of the OTC derivatives market. The advanced modules of this course focus on these issues and are specifically designed for delegates who have mastered the basic issues but are facing the challenges of these new and complicated applications. As the range of users and applications of swaps and derivatives increase, so the legal and documentation problems become more difficult and require ever-more sophisticated techniques. This 5-day School fully explains the legal aspects of swaps and derivatives and derivatives in structured financing. You will gain a complete understanding of the key legal issues in swap documentation, and in particular the important problems of default, insolvency and enforcement. Summary of course content Gain essential hands on experience of documenting swaps and other derivatives Perform intensive and objective analysis of 1992 and 2002 ISDA® master agreements, 2002 ISDA® equity derivatives definitions and 2003 credit derivatives definitions, and related master confirmations Protect your organisation against potential problem areas such as default, capacity, insolvency, enforcement, regulation and tax Learn to structure agreement "fixes" to ISDA® agreements Understand the principles of derivatives in structured financings Learn about new credit derivative developments: Determination Committees, auctions and central counterparties Who should attend this training course? Gain essential hands on experience of documenting swaps and other derivatives Perform intensive and objective analysis of 1992 and 2002 ISDA® Master Agreements, 2002 ISDA® equity derivatives definitions and 2003 ISDA® credit derivatives definitions, and related master agreement confirmations Protect your organisation against potential problem areas such as default, capacity, insolvency, enforcement, regulation and tax Learn to structure agreement “fixes” to ISDA® Agreements Understand the principles of derivatives in structured financings Learn about new credit derivative developments: Determination Committees and Auctions Learn about prime brokers, central counterparties and the new derivatives regime in the US and Europe Course fee: US$3,850/person for any two days US$4,990/person for any three days US$6,150/person for any four days US$6,800/person for all five days ISDA® is a registered trademark of the International Swaps and Derivatives Association
Module 3 - Legal Issues in Derivatives Linked to Loans, Structured Notes and Structured Issuers 31 October 2013 Derivatives linked to investments and loans Price arbitrage Asset swaps Bond issues Change rate basis of loan Currency option built into loan Project financing Common threads Principles of structured derivatives Tricks Embedded derivatives: Principal protected/unprotected Issuing vehicles: Programme issuers, SPVs and rating agencies Caveats: Recharacterisation and reputational risks Structured notes Indexed security; tracker bonds/ certificates of deposit Reverse floaters and PERLS: Embedded swap Leverage Credit linked notes: Embedded credit default swap Broad selections Exposures Case study workshop: Deconstructing complex notes Common issues Calculation agent Prohibited transactions Hedging and self-dealing Disclosure Tax issues Structured issuers SPV issues Credit supplied independent of originator Rating agency requirements Case: Enron structures Monetized put and call: Deferred sale of securities Hedge issues Transformer companies Repackaging: Yield enhanced note based on asset swaps Clean, yield-enhance note; complexity at issuer level Credit issues Synthetic securitisation CMOs, CLOs, CBOs and CDOs “Traditional” vs. synthetic securitisation - considerations Risk transfer mechanisms Credit loss determination Allocation of losses Documentation issues Issues in relation to the ISDA® Master Agreement Rating agency requirements Termination close-out calculations: Default or external illegality or tax Commonly overlooked issues Programme issuers: Note payments on an unanticipated early termination? Commonly overlooked exposures Suitability and misrepresentation Transparency of pricing, hedge risk and liquidity Cases: Bankers Trust cases, Kwiatkowski, Caiola, Eternity, Korea Life PERLS and Puglisi Springwell and SunTrust/ PowTel Peekay Enron related lawsuits and administrative proceedings Reputational issues FSA: Treating customers fairly EU: “Producer” liability and pricing disclosure New US proposals Asian issues