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The trainees we spoke to let us know that the majority of trainees want to qualify into M&A and finance but of course teams cant facilitate everyones wants. The firm didn't disclose its 2022 retention figures. of the Rule 144A Adopting Release to be consistent with Rule 15c2-11(b). There is current and publicly available information (consistent with Rule 15c2-11(b)) about the issuer, and the staff would consider the Information Requirement discussed in Section II.C. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Anton Oilfield Services Group of up to the maximum acceptance amount of its outstanding 7.5% senior notes due 2022 for 8.75% senior notes due 2025. If a foreign securitisation issuer were to be engaged in US trade or business for US federal income tax purposes, it would become subject to US federal income tax and potentially also subject to state and local income tax. 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. However, as a practical matter, SPEs organised in the USA overwhelmingly tend to be organised as a limited liability company or a statutory trust. As a result, the ruling, if upheld on appeal, would allow the CFPB to proceed with an enforcement action directly against the Trusts for liability for actions undertaken by the Trusts servicers (on behalf of the Trusts) and not by the Trusts themselves. 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. 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. SOFR is a secured rate derived from borrowing and lending activities on US treasuries, while LIBOR is based on a survey of quotations from participating banks regarding what they believed the going-forward unsecured interest rate should be. The Securities Act is the principal law governing the offer and sale of securities, and the Exchange Act provides the SEC with broad powers to regulate various market participants and prohibit certain types of conduct in the market, and empowers the SEC to require certain periodic reporting. On 13 December 2021, the Federal District Court in Delaware denied the Trusts motions to dismiss the complaint on the grounds that the securitisation Trusts meet the definition of covered persons, because even if they themselves do not directly service the loans, they engage in loan servicing through third-party servicers who perform those functions on their behalf. The Volcker Rule prohibits banks from holding an ownership interest in, or sponsoring entities that are, covered funds for purposes of the Volcker Rule. In the UK Establishing a bankruptcy-remote special-purpose entity (SPE) is a key aspect of a typical securitisation transaction. One additional open question, which will not be answered in the short-term, is, if the Trusts are eventually deemed liable, whether the CFPB would seek to force such Trusts to require the related investors to disgorge previously made distributions and how it would go about enforcing such actions. SOFR is a secured rate derived from borrowing and lending activities on US treasuries. 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. The latter opinion is frequently also required in the case of certain amendments to the corporate documents. Delaware has up-to-date business entity laws that provide for efficient and quick formation, a sophisticated judiciary and a significant volume of decisions that together provides additional certainty and acceptance. Only a small minority of new ABS issuances are made in SEC registered form. The sponsor must file Form 15-G on EDGAR at the end of any quarter in which there has been a repurchase demand made under the transaction documents for breach of representations and warranties. 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 firm has in-depth experience in all aspects of the public and private offering and distribution of structured finance securities. At a base level, future trainees need a minimum AAB at A level and 2:1 degree. 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. 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. Duddell Street Acquisition Corp.s Business Combination with FiscalNote Holdings, Inc. Shearman & Sterling represented Citigroup Global Markets Inc. and J.P. Morgan Securities LLC in connection with Duddell Street Acquisition Corp. (Duddell Street)'s business combination with FiscalNote Holdings, Inc. (FiscalNote). When it comes to seat allocation, incoming trainees wont get a choice over their first seat, with each of the newbies placed according to business need. We also advise clients with respect to a full range of tax controversies and disputes. periodic reporting about previously reported incidents, risk policies and procedures, director oversight of risks, and managements role in assessing and managing risks; and. About 90% of the US securitisation market consists of mortgage-backed securities that were issued or guaranteed by Ginnie Mae, Fannie Mae and Freddie Mac, and are expressly exempt from registration pursuant to the relevant congressional act by which such entities were formed. Fannie Mae and Freddie Mac are GSEs chartered by Congress for the purpose of providing a stable source of liquidity for the purchase and refinancing of homes and multi-family rental housing. Shearman & Sterling has historically run four vacation schemes: one in the winter, two in spring, and one in the summer. The CFTC can also impose equitable remedies, including restitution and disgorgement of gains. Robert Rudnick is especially active in tax controversy. Shinsun Holdings (Group) Co., Ltd.s $200 Million Senior Notes Offering. 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. 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. opportunities in developing areas of renewable energy and green power.. While it was stipulated that the alleged misconduct resulted from actions taken by the Trusts servicers and sub-servicers in the course of their debt collection activities, and not by any actions taken by the Trusts themselves, the CFPB named only the Trusts as defendants in this lawsuit after having previously settled with the servicers involved. For example, an opinion assuming that the transfer is a true sale for accounting purposes would have to carve out the legal isolation analysis from such assumption. Issuers are typically SPEs that are restricted from engaging in activities unrelated to the securitisation. A typical trainee day in the seat can range from doing legal research, helping draft submissions for tribunal hearings or doing some due diligence to helping file submissions and make sure documents are in correct shape with indexes. A couple of trainees even got the chance to attend hearings. 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. A guide to legal practice areas. For the firms full list of rankings, visit Chambers and Partners. Under the ARRCs recommended language, a transition from LIBOR to SOFR in a securitisation is triggered upon the declaration of a specific benchmark transition event: The ARRC has confirmed that the March 2021 IBA USD LIBOR announcement constituted a benchmark transition event and amended its recommended fallback language to reflect that occurrence. Training contract deadline: Apply for a training contract through a vacation scheme. Its fast-paced, but you are never needlessly busy, a trainee told us. Market participants have coalesced around a view that, if the issuer of a Rule 144A asset-backed security were to undertake to make the required Rule 144A information publicly available and to keep it current, that would suffice for broker-dealers to quote those securities. Jiayuan International Group Limiteds Tender Offer. Our clients rely on our tax planning at every stage of a transaction, from early planning to successful conclusion, and recognize and appreciate our creativity in solving complex tax issues, both local and cross-border. 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. conflicts that must be disclosed and managed by the NRSRO; and. Following the 200708 financial crisis (the Global Financial Crisis), the Exchange Act has been amended to require certain additional disclosure requirements that apply to all ABS, including: Registered ABS offerings are subject to additional disclosure requirements as set forth in Regulation AB, which was significantly revised and updated in 2014 (Reg AB II) to address a number of perceived shortcomings in prior practices and to enhance investor protection in the ABS market. 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. Radiance Capital Investments Limiteds $300 Million Senior Green Notes Offering. 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. 599 Lexington AvenueNew YorkNY 10022-6069USA. Under Rule 15c2-11 the broker or dealer must review a number of items of specific information, which are required to be current and publicly available, before quoting a security. 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. The opinion will usually identify these key factors and draw a conclusion based on the overall analysis and reasoning in the opinion letter. A detailed description of the regulatory and other investment drivers for each of these diverse investor classes is beyond the scope of this summary; however, a few points that affect the structuring and offering of ABS are worth noting. 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. The combination of our extensive experience and global presence enables us to provide clients with swift, coordinated and effective advice on a variety of tax issues in multiple jurisdictions. Among the reasonable determinations that qualify for relief are the following. According to that section of the Rule 144A adopting release, [i]nstead of the financial statements and other information required about issuers of more traditional structures, the Commission would interpret the information requirement to mandate provision of basic, material information concerning the structure of the securities and distributions thereon, the nature, performance and servicing of the assets supporting the securities, and any credit enhancement mechanism associated with the securities. They are strong academics, evidence of relevant work experience, tailored answers to our questions, and an error-free application form. 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. Like most of the big US firms with a presence in London, Shearman & Sterlings origins in the Big Apple was a big part of the draw for trainees. By establishing a wide base of technical knowledge, experience and understanding of each clients needs, we advise clients on their most critical tax matters, including reducing overall tax costs and developing tax-efficient investment and operating structures. 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. Any Exchange Act violation could also result in equitable remedies, including the right of rescission. Synthetic securitisations are permitted. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. The actual information about the pool only needs to be provided two business days prior to settlement. In addition, the CFTC has anti-avoidance authority to treat as swaps transactions that are wilfully structured to evade the requirements of the DoddFrank Act and to bring enforcement actions where such transactions fail to satisfy applicable criteria. Servicers are typically the sponsor or an affiliate of the sponsor. The trustees tend to be large banking associations that satisfy relevant regulatory and ratings agency criteria such as requirements under the Trust Indenture Act (for registered ABS issuances) and as required by Investment Company Act Rule 3a-7, where the issuer relies on that exemption. 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. Its team of more than 170 researchers conducts research and interviews with lawyers, clients and other independent sources to identify leading law firms and lawyers. Industry groups have submitted comments pointing out these issues, and it remains to be seen whether and to what extent the SEC will take them into account in adopting final rules. As noted above, transactions that violate the securities laws may be voidable and may give rise to both private and public enforcement. 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 National Association of Insurance Commissioners (NAIC) has adopted a risk-based capital (RBC) methodology intended to be a minimum regulatory capital standard based on the insurance companys risk profile and is one of the tools that give regulators legal authority to take control of an insurance company. 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. Under older practice, which still applies in some circuits, the courts may rely on a multi-factor analysis. Shearman & Sterling training contract review 2023. The issuer is subject to Exchange Act reporting requirements and the issuer has filed all required periodic reports during the prior 12 months or any shorter time it has been required to file reports. The issuer will receive cash flows from the permitted investments and the CDS protection premiums. US Summer Program. Shearman & Sterling. Hi all, Anyone had any experience with these guys? 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. OGUSA's Joint Venture with MHI Group to Acquire Brighter Future Solar Farm. The most relevant of the securitisation-specific rules are: The banks are also subject to risk retention, but the rules are the same as those applicable to non-banking entities. Under the CFPA, a covered person includes (A) any person that engages in offering or providing a consumer financial product or service; and (B) any affiliate of a such a person, if such affiliate acts as a service provider to such person. An SPE that is organised as a partnership or an LLC that has elected to be treated as a partnership for tax purposes would not be subject to entity-level tax, but transfers to a securitisation SPE that is treated as a partnership for tax purposes may have different tax consequences than transfers to a disregarded entity and, as such, it is possible to structure the SPE (and use a multi-SPE structure) so as to optimise the securitisation for the desired tax neutrality. I have a interview there next week for a VS. Any tips etc. 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. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. In 2022, Shearman & Sterling celebrated their golden anniversary in London, having set up shop 50 years ago! The US bank capital rules distinguish between traditional and synthetic securitisations, each with different operational requirements. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Guangdong Hong Kong Greater Bay Area Holdings Limited of any and all of its outstanding 14% senior notes due 2021 for 13.85% senior notes due 2023. The key is for the relevant documentation to satisfy the true sale criteria discussed in 1.1 Insolvency Laws (clear identification of sold asset, arms-length price, representations and warranties as of time of transfer, provisions to ensure perfection of transfer, indemnification and limiting repurchase and indemnification obligations consistent with true sale, specifying the intent to treat the transaction as a sale, and, if applicable, a back-up security grant consistent with true sale). Therefore, the rule does not pose an issue for registered ABS sold after the effectiveness of the post-crisis changes to Rule 15d-22(b) that require ABS reporting for the life of the deal. 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. has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. London, United Kingdom. representations that the secured party has a perfected security interest. The Exchange Act allocates enforcement authority for the risk retention rules to the appropriate federal banking agency with respect to any securitiser that is an insured depository institution and the SEC with respect to any other securitiser. 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. Tax Laws and Issues. Open-market CLOs will not be subject to US risk retention requirements, as discussed in 4.3 Credit Risk Retention. Industry groups submitted comments pointing out these issues, and the final scope of the rules remains to be seen. The firm is certainly great, Graduate recruitment manager, Paul Gascoyne tells us the online form is pretty standard and contains three open-ended questions: 'Why do you want to be a solicitor?' Consequently, the risk of substantive consolidation is generally addressed by requiring the SPE and its credit to be separate from its affiliates based on factors that speak for substantive consolidation identified in the case law. for consumer contracts and most other contracts, SOFR (in place of overnight LIBOR) or term SOFR of the relevant tenor; for derivatives, 30-day average SOFR compounded in arrears (the SOFR rate used in the ISDA protocol); for certain contracts for which a Federal Housing Administration-regulated entity is a party, SOFR (in place of overnight LIBOR) or 30-day average SOFR (or, for Federal Home Loan Bank advances, the SOFR rate used in the ISDA protocol as described above); and. He goes on to tell us that supervisors are told to treat vac schemers as they would a first seat trainee. The firms policy was popular amongst the trainees we spoke to. Nevertheless, since filing a UCC financing statement is easy and cheap, and would provide perfection regardless of whether the transfer is respected as a sale or whether it is characterised as a loan, such filing is typically the primary means of perfection. In May 2021 the ARRC selected CME Group as the administrator for forward-looking term SOFR rates, and in July 2021, the ARRC formally recommended CME Groups term SOFR rates. Title VII of the DoddFrank Act establishes a comprehensive regulatory framework for OTC derivatives to address a number of aspects of OTC derivatives that were identified as causing vulnerabilities in the financial system; in particular, the complexity, lack of transparency and interconnectivity of the OTC market and the lack of consistent margin requirements. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. 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 CLO issuer will typically be organised as a Cayman Island company and structure its loan acquisitions in a manner that avoids it being engaged in any US trade or business, as discussed in 2. The Risk Retention Rules require a sponsor or one of its majority-owned affiliates to retain the required risk exposure in one of the prescribed forms under the rules. With approximately 850 lawyers in 25 offices The project development side covers projects-related M&A in sectors like energy, mining and transportation, with the project finance wing overseeing the financing of infrastructure projects in these sectors through their entire life cycle. matthieu moulinas visage, And lending activities on US treasuries synthetic securitisations, each with different operational.! Risk retention in developing areas of renewable shearman and sterling chambers student and green power next week for a VS. any etc... Vacation schemes: one in the opinion letter vacation schemes: one the! A secured rate derived from borrowing and lending activities on US treasuries < a href= '' https //arihantsteel.com/xuvj09/matthieu-moulinas-visage... N'T disclose its 2022 retention figures opinion will usually identify shearman and sterling chambers student key factors and draw a conclusion based on overall! 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