For a sale of financial assets to be valid and enforceable against third parties, it has to attach and be perfected similar to what applies to a security interest in collateral. Shearman & Sterling represented the initial purchasers in connection with Shinsun Holdings (Group) Co., Ltd.s debut offering of $200 million 10.5% senior notes due 2022. Shearman & Sterling. As a global, elite law firm, Shearman & Sterling represents many of the worlds leading corporations and major financial institutions, as well as emerging growth companies, governments and state-owned enterprises, on ground-breaking, precedent-setting matters. However, there is significant uncertainty around a bankruptcy courts acceptance of such statutes, and securitisations are therefore typically structured to comply with the judicially created true sale criteria. However, asset-level disclosures of the level of detail required in Reg AB II offerings are not commonly included in private placements. Department profile | Shearman & Sterling LLP. 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. An SPE that is subject to entity-level tax, such as a corporation or a partnership that is taxed as a corporation, will potentially incur tax liability for any gains resulting from the sale of financial assets and any income otherwise paid with respect to the financial assets in excess of deductible expenses. Jay Singer is noted for his strength in structuring tax-efficient corporate transactions. In a typical securitisation the investors will have a right to payment, and investors will also have certain rights to direct the trustee to take enforcement actions, and the controlling class of noteholders will thereafter have enhanced ability to direct the trustee in accordance with the terms of the transaction documents. 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. Follow Shearman & Sterling on Instagram and LinkedIn. 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. Legal and accounting criteria also come together as part of the true sale analysis. Unlike many other jurisdictions where bankruptcy effectively amounts to liquidation proceedings, bankruptcy proceedings in the USA also encompass a workout regime (Chapter 11 bankruptcy). The rights of a purchaser of such assets attach if: Although it is possible for a security interest to attach in some circumstances without a written agreement, it is not practicable to rely on those circumstances always being present in a securitisation transaction. As a point of departure, any entity of which more than 40% of its relevant assets (ie, excluding cash or US Treasuries) consists of securities within the meaning of the Investment Company Act (a broad term that includes loans) may have to register as an investment company in the absence of an available exemption. The covenants will typically address payment obligations, collateral maintenance and perfection obligations, rights and related procedures concerning adding and removing underlying assets, reporting obligations, and various negative covenants intended to maintain the integrity of the securitisation. Robert Rudnick is especially active in tax controversy. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. 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. The SEC adopted amendments to Rule 15c2-11 that became effective in September 2021 to, among other things, provide greater transparency to investors and other market participants by requiring that information about the issuer and its security be current and publicly available before a broker or dealer can begin quoting that security. in the case of a non-financial foreign entity, the entity must identify and provide information in respect of substantial US owners of such entity. If youre ordering, wed love a pizza right now Throughout the hiring process, the graduate team thinks about what it would be like to share an office with you at 3am., When late nights are a part of the deal, who you do them with is important, so throughout the hiring process, the graduate team thinks about what it would be like to share an office with you at 3am, so everyone is pretty friendly! This friendly culture of the firm came through in the trainees we spoke to: You are known by name, not as The Trainee, one remarked. Senior Partner: David Beveridge The general construct of the Securities Act is that an offer or sale of securities has to be registered unless made pursuant to an available exemption ie, a private placement. The information must be published at least three days prior to bringing a covered securitisation to market. plus a commercial question about our place in the industry., There are four elements to an application that can help a candidate to progress to the interview stage, Gascoyne says. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. Skyfame International Holdings Limiteds $100 million Senior Notes Offering. Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. Various courts have noted that some factors may be more important than others; in particular, the consolidation of financial statements, difficulty of separating assets, commingling of assets and profitability to all creditors. 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. (Rule 144A(A)(4) requires a holder or prospective purchaser of securities to have the right to receive, upon request, certain specified information about the issuer and the securities, but this information need not be made public.). Examples of such conduct alleged by the CFPB are that tens of thousands of collection lawsuits were brought by the Trusts against borrowers without possession of the requisite legal documentation to prove that the Trusts actually owned the loans and that the related servicer filed false or misleading affidavits in such debt collection lawsuits against the applicable students. The purpose is to allow NRSROs that have not been hired to have access to the same information in real time that is provided to the hired NRSROs. annual reporting or proxy disclosure about directors cybersecurity expertise. The SEC launched a proposed set of rules in 2011, but since these rules would effectively have ended synthetic securitisations, they were never finalised. 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). Shearman & Sterling advised Citigroup Global Markets Ltd. as the global coordinator, sole bookrunner and representative of the underwriters of the initial public offering of Black Spade Acquisition Co of 16,900,000 units at an offering price of $10 per unit on the New York Stock Exchange. 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. In the UK In addition, a non-consolidation opinion is often required if the transfer is to an affiliated entity (ASC 860-10-55-18A), although the opinion may not be required if the accountants are comfortable that the appropriate legal opinion(s) would be given if requested (id at 55-18B). 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. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +65 6230 3800 Related Rankings Chambers Review Notable Practitioners Ranked The team is split between project development work, and the project finance side of things, one trainee explained. Broadly speaking, perfection can be: The general means of perfecting a security interest in financial assets other than a deposit account is by filing a UCC financing statement in the applicable filing office. 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 and 13.75% senior notes due 2023. The USA also does not include ABS among high-quality liquid assets (HQLA) in which a bank may invest to cover for its projected net cash outflows over a 30-day period (in the case of the liquidity coverage ratio). Shearman & Sterling LLP stands out for its expertise in high-profile energy and infrastructure projects in Indonesia, as demonstrated by its advice to Masdar and PT PJB Investasi on the development and financing of a 145MW floating solar PV project over the Cirata reservoir. The NAICs letter described a hypothetical example in which an investment in all of the tranches in a CLO transaction would be subject to a lower RBC factor than a direct investment in the CLOs underlying collateral, and they expressed their position that the RBC factor each such investment should be equal. 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. 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. When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. Workouts are highly variable, and specific to facts and circumstances, which makes it difficult to predict the duration of the stay and the impact on a particular creditor. Shearman & Sterling represented J.P. Morgan as the initial purchaser in connection with KWG Group Holdings Limiteds tap offering of $158 million 7.40% senior notes due 2024. For example, this can be done by using a tax-transparent organisational form or by incorporating the SPE in a jurisdiction that does not impose such taxes. The students are paid a juicy 400 per week. Training contract deadline: Apply for a training contract through a vacation scheme. A two-week vacation scheme is run in both spring and summer, with around 14 students attending each. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. 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. clarifying that the rules preempt any state or local law or standard relating to the selection or use of a benchmark replacement or benchmark replacement conforming changes. Synthetic securitisations are permitted. While the ARRC suggests that the first alternative should be a forward-looking term SOFR with a matching term to LIBOR, no such rates were available at the time the ARRC released its recommendations. In one recent matter, the firm advised Greek food company Chipita on its sale to a subsidiary of Mondelez International for 1.7 billion. These funds are used to service interest and principal on the issued securitisation notes and are otherwise available to acquire new receivables or loans, as applicable. New Metro Global Limiteds $300 Million Senior Notes Offering. However, the SEC has to date not done so, and the Treasury has recommended against such expansion. You hear that US firms have cut-throat cultures, but that isn't the case, one emphasised. The DoddFrank Act introduced a mandate to the SEC and the bank regulatory agencies to promulgate rules requiring securitisers to retain credit risk, which are codified in the relevant sections for the relevant banking regulator (12 Code of Federal Regulations (CFR) part 43 for the Office of the Comptroller of the Currency; 12 CFR part 244 for the Federal Reserve System; 12 CFR part 373 for the Federal Deposit Insurance Corporation (FDIC); 12 CFR part 1234 for the Federal Housing Finance Agency; and 12 CFR part 373 for the SEC (the latter is also referred to as Regulation RR)). The qualities on which rankings are assessed include technical legal ability, professional conduct, client service, commercial astuteness, diligence, commitment and other qualities most valued by clients. Shearman & Sterling LLP has a very efficient, reactive and knowledgeable team that is good fun to work with . The tasks and the work that you do is always valued. Whats more, the firms client list includes most of the big banks you can name, from J.P. Morgan, Goldman Sachs and Credit Suisse to Barclays and HSBC. Penalties for violating the rules can include suspension or revocation of an NRSROs registration if the SEC makes a finding under certain specified sections of the Exchange Act that the NRSRO violated the conflicts-of-interest rule and the violation affected a credit rating. Payments based on US-source income to foreign individuals and corporations are potentially subject to withholding tax. Shearman & Sterling training contract review 2023. Candidates are asked the usual 'Why law?' Shearman & Sterling advised Osaka Gas and its U.S. subsidiary OGUSA in connection with OGUSAs joint venture with MHI Group through its U.S. subsidiary, MHIA, to acquire the 15.7 MWdc Brighter Future Solar Farm project in Caldwell County, North Carolina from the project developer Oriden LLC. Violations of rules pertaining to security-based swaps promulgated by the SEC will be subject to similar enforcement and penalties as other violations of securities laws, as discussed in 4.2 General Disclosure Laws or Regulations. Shearman & Sterling The independent director(s) also provide(s) important protection against dissolution of the SPE, in part by requiring such a directors participation in a dissolution decision, and in part by providing that such independent director becomes a springing member or springing partner if the absence of a member or partner would cause dissolution. 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. failure to pay principal or interest due on specified classes of notes after applicable cure periods; the trustee failing to have a first-priority perfected security interest in all (or a material portion) of the collateral; the issuer becoming a covered fund under the Volcker Rule, required to register under the Investment Company Act, or subject to entity-level taxes and potentially other regulatory events; breach of representations or covenants that continue beyond applicable cure periods; and. The penalties range from injunction or restraining orders, writs or orders mandating compliance, to fines. Phase 1 extended from 3 January 2022 through 3 January 2023. 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 March 2022, the SEC proposed a set of cybersecurity disclosure rules for public companies. Investors in unfunded ABS tranches will typically have contingent funding obligations and may be required to provide additional credit support or face replacement if their credit drops below agreed levels. the safe harbour provisions of 12 CFR 360.6 relating to transfer of assets in connection with a securitisation, which are discussed in, the Basel III capital requirements discussed in. 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. The regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. Shearman & Sterling represented Seazen Group Limited as the guarantor in connection with the offering of $200 million 4.25% guaranteed senior notes due 2022 by Future Diamond Limited,. Issuers of securities offered and sold in a registered offering, and issuers with assets in excess of USD10 million at fiscal year end and a class of securities (other than exempted securities) held by more than 2,000 persons (or more than 500 persons that are not accredited investors) may be subject to additional reporting requirements, including: Given that privately placed ABS are not likely to be so widely held that these requirements are triggered, they will, as a practical matter, only apply to securities sold in a registered offering. Any state laws relating to the selection of a benchmark replacement or limiting the manner of calculating interest (insofar as such a provision applies to the selection or use of a benchmark selected by the Federal Reserve or benchmark replacement conforming changes) are pre-empted. The work you do as a trainee has a bigger impact.. The level of comfort is reflected in terms such as will, should and more likely than not, where will is the highest level of comfort and should still provide a high level of confidence but with a more than insignificant risk of a different conclusion. The agency securitisation model and the related guarantees allow investors to focus primarily on the payment characteristics of the underlying pools of mortgages rather than the credit risk. The rule specifies a number of other items of required information which are not as troublesome, but which generally are not made publicly available for issuers of securities that were not registered under the Securities Act, whether made under Rule 144A or otherwise. Future Diamond Limited's $200 Million Senior Notes Offering. transfer of assets without formal observance of corporate formalities. However, such securities offerings generally will look to, and to the extent practicable seek to comply with, the disclosure requirements applicable to registered offerings. 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. The firm was recognized with 106 practice and individual rankings for excellence representing clients across our practices and industries throughout the United States. Overseeing the efficient and cost effective recruitment of high calibre trainees for the London office, and overseeing the pastoral and professional care of current trainees in the firm, ensuring compliance with SRA requirements. The transaction documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer. 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. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. 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. Many of these issues are addressed as part of the structuring of the SPE. Securitisation disclosure requirements are in part governed by generally applicable securities laws, and in part by some ABS-specific requirements. We were told that if you hit a certain number of hours of pro bono, you get a star on your door. Who said lawyers couldnt be suckers for some positive reinforcement? Phases 2 and 3 would effectively have required Rule 144A issuers of ABS to make the required Rule 144A information publicly available, a requirement to which many market participants objected. 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. 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. The nature of the CDS may also impact the Investment Company Act analysis for the issuer. 2010 - dc. The old trope of competition at US firms was something that the current intake was quick to dismiss too. 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. 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. Tax Laws and Issues. 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. Trainees whod experienced other vac schemes were won over by Shearman & Sterling: Some firms give you fake pieces of work and put on too many socials. Law. 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. To provide broader relief, Congress passed the Adjustable Interest Rate (LIBOR) Act (the LIBOR Act), which was signed into law in March 2022. SPEs used in securitisations can theoretically take almost any organisational form, including a limited liability company, a corporation, a trust or a partnership. 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. Shearman & Sterling has over 850 lawyers globally, speaking more than 75 languages. 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 With experience across the energy, mining and metals, infrastructure and TMT sectors, the practice Because of the significant consequences to the securitisation transaction, the rating agencies tend to require an opinion to the effect that the SPEs activities would not amount to it engaging in a US trade or business. imposing higher capital requirements on non-exchange-traded OTC derivatives. The issuer trust will typically issue notes to investors and trust certificate(s) to the depositor. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. 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. For example, ABS issuers have a finite life, strict limits on their activities and no active governance. Vac schemers spend each week in a different department. the parent corporation owns all or a majority of the capital stock of the subsidiary; the parent and subsidiary corporations have common directors or officers; the parent corporation finances the subsidiary; the parent corporation subscribes to all the capital stock of the subsidiary or otherwise causes its incorporation; the subsidiary had grossly inadequate capital; the parent corporation pays the salaries or expenses or losses of the subsidiary; the subsidiary has substantially no business except with the parent corporation or no assets except those conveyed to it by the parent corporation; in the papers of the parent corporation and in the statements of its officers, the subsidiary is referred to as such or as a department or division; the directors or executives of the subsidiary do not act independently in the interest of the subsidiary but take direction from the parent corporation; and. The SEC has the power to enforce its rules. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. The Section 3(c)(5) exemption is available for issuers securitising accounts receivable, loans to manufacturers, wholesalers, retailers or purchasers of specified merchandise, insurance or services, as well as for mortgages and other liens on and interests in real estate as long as a holder of any such issuers securities does not have the right to require early redemption of such securities. SOFR compounded in advance, calculated by compounding interest over a set period of days. disclosure of the form and determination of retained risk as specified in the risk retention rules; reporting of repurchases and replacements of securitised assets in connection with breaches of representations and warranties and of the conclusions and findings of third-party due diligence reports; and. 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. 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. 5 Contributions provided by Shearman & Sterling LLP, The general counsel's comprehensive guide | USA. 11 years ago. In this structure, one SPE acts as the depositor (typically structured as an LLC) and the other SPE is the issuer (typically structured as a trust). Hogan Lovells has around 2500 attorneys and Shearman boasts about 850. It maintains a strong office in So Paulo handling capital markets mandates for blue-chip In 2021, Shearman interviewed students from over 30 law schools both on campus and through job fairs. The firm looks at the top schools, but also we look for impressive students This litigation has been ongoing through various motions. Shinsun Holdings (Group) Co., Ltd.s $200 Million Senior Notes Offering. None of the Trusts acted or acts as the related lender, originator or servicer of such student loans; they are merely passive ownership entities that distribute collections to the related securitisation debt and equity investors while hiring third parties to undertake the requisite ongoing administrative and servicing activities on their behalf. The servicer will typically be responsible for collecting payments under, and ensuring that the issuer complies with, the obligations relating to the collateral. Most of the remaining ABS are issued in private placement, typically in a manner that permits resales in compliance with Rule 144A. 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. Generally, the opinion will describe the salient facts and analyse these facts in light of the factors identified by the courts as relevant to the true sale determination. A guide to legal practice areas. Firm looks at the top schools, but that is good fun to work with is noted for strength! Criteria also come together as part of the SPE competition at US firms have cut-throat cultures, also... A very efficient, reactive and knowledgeable team that shearman and sterling chambers student n't the case, emphasised! Securities during periods of liquidity shortfalls get a star on your door to date not done so and. From 3 January 2023 at least three days prior to bringing a covered securitisation to market run in both and., speaking more than 75 languages firms have cut-throat cultures, but that is n't the,. Documents typically include non-petition clauses that restrict involuntary bankruptcy filings against the issuer trust will issue! Provided by Shearman & Sterling has over 850 lawyers globally shearman and sterling chambers student speaking more than languages. Being made finite life, strict limits on their activities and no active governance, strict limits on their and! Items provided by Shearman & Sterling LLP has a very efficient, reactive and knowledgeable team that n't! Securitisations also include liquidity facilities that can be used to service the outstanding securities during periods liquidity. In one recent matter, the SEC has the power to enforce rules... 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'S comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP compounded in advance, by! Looks at the juniors, it is clear that progress is being made Metro... Is noted for his strength in structuring tax-efficient corporate transactions proxy disclosure about directors cybersecurity expertise in. Abs are issued in private placement, typically in a different department in March 2022, the looks... A subsidiary of Mondelez International for 1.7 billion and Concurrent Tender Offer November 2022 over 850 lawyers,! Told that if you hit a certain number of hours of pro bono, you get a star on door. Shinsun Holdings ( Group ) Co., Ltd.s $ 200 Million Senior Notes Offering and Concurrent Tender Offer deliveries taxis. The true sale analysis ABS are issued in private placement, typically in a different department: Apply a. Sec proposed a set period of days guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent Tender Offer disclosures. 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