The firms success is built on its 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. On the other hand, if such transfer is treated only as a granting of a security interest in collateral, then a bankruptcy of the seller will subject the buyers rights with respect to such assets to the automatic stay and other bankruptcy powers. 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. 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. The agreement will also often contain provisions that define the servicing standard and further address the relevant role and any additional obligations of the servicer. is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. who circulates opportunities weekly via email. 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. Establishing a bankruptcy-remote special-purpose entity (SPE) is a key aspect of a typical securitisation transaction. 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). Such information would be a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuers most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available).. The SEC has generally indicated that CDSs, the most common type of derivative used in synthetic securitisations, are not self-liquidating financial assets. 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 US bank regulators have generally implemented the Basel III capital and liquidity rules but with some important distinctions. make payments based on cash flows and not based on changes in the issuers assets; not acquire or sell assets primarily for the purpose of realising market gains or minimising market losses; and. If the violation of the Risk Retention Rules also amounts to a disclosure violation, there could be separate SEC or private action on that basis, as discussed in 4.2 General Disclosure Laws or Regulations. News October 20, 2022 Shearman & Sterling Earns High Rankings in Chambers UK 2023 Shearman & Sterling continues to garner recognition in the 2023 edition of It maintains a strong office in So Paulo handling capital markets mandates for blue-chip Whether this option covers registered ABS that are subject to Exchange Act reporting requirements but where those requirements were suspended before ABS issuers had to file for the life of the deal poses an interpretive question. The case is currently stayed and briefs have been filed, including an amicus curiae brief filed by the Structured Finance Association in support of the Trusts position. vertical risk retention by holding of at least 5% of each class of ABS interests issued; horizontal risk retention by holding junior most interests in an amount equal to at least 5% of the fair value of all ABS interests issued; and. The specific RBC formula varies depending on the primary insurance type and focus on asset risk, underwriting risk and other risk. In addition to driving value for clients, the data system also provides powerful predictive insights to help clients achieve their business goals. Vac scheme deadline: 30 October 2022 [Winter]; 15 January 2023 [Summer]. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. reducing the risk of the issuer becoming substantively consolidated with any affiliates should they become subject to bankruptcy proceedings. In May 2022, the National Association of Insurance Commissioners (NAIC) issued a letter recommending adjustments to the risk-based capital (RBC) treatment of CLO investments held by insurance companies, in order to eliminate a perceived arbitrage opportunity. The CLO is actively managed and will acquire and maintain a diversified pool of underlying loans that is managed to conform to a number of concentration limits for the pool, with the goal of maximising return while maintaining the required pool diversification and other relevant transaction criteria. for Federal Family Education Loan Program (FFELP) loan ABS, either 30-day average SOFR (for one-, six-, and twelve-month LIBOR) or 90-day average compounded SOFR (for three-month LIBOR). The extent to which regulators will address securitisation industry feedback on rules that are not yet final remains to be seen. In addition, the GSEs issue some risk transfer securitisations that are not guaranteed. 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. Black Spade Acquisition Cos $169 Million SPAC US IPO. 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. 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. These recommendations, if adopted, could result in significantly higher capital charges for insurance company investments in CLO transactions. With approximately 850 lawyers in 25 offices These GSEs purchase loans that satisfy their origination criteria and issue securities backed by pools of such loans that are guaranteed by the relevant GSE. In some securitisations, such as CLOs, the servicing role may be quite active, consisting of purchasing and selling relevant assets, participating in any workouts as required and otherwise managing the collateral in accordance with the terms of the transaction. conflicts that must be disclosed and managed by the NRSRO; and. In the early 1970s, long before Raheem Sterling was on the scene, another famous Sterling pulled on an England shirt. The proposed disclosures do not appear particularly relevant to ABS issuers and would be problematic if made applicable to ABS issuers in their current form. There is no effect on contracts that already contain fallback provisions that identify a benchmark replacement that is not based in any way on USD LIBOR, or as to which the parties agree in writing to opt out of the application of the LIBOR Act. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. formal legal requirements of the subsidiary as a separate and independent corporation are not observed. Shearman & Sterling advised Abu Dhabi Future Energy Company PJSC (Masdar) and PT PJB Investasi (PJBI), a subsidiary of Indonesian state-owned offtaker PT PLN (Persero), on the $114 million financing of a 145MWac floating solar photovoltaic power project on the Cirata Reservoir in Indonesia. Our Head Start programme is a one-day event specifically designed for First Year law students and Second Year non-law students looking for an introduction to City law. Masdar Floating Solar Photovoltaic Power Project in Indonesia. Vac schemers spend each week in a different department. Shinsun Holdings (Group) Co., Ltd.s $200 Million Senior Notes Offering. Shearman & Sterling training contract review 2023. Reg AB II enables the SEC to extend the asset-level disclosure requirements to 144A private placements and to additional asset classes. 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. SOFR is a secured rate derived from borrowing and lending activities on US treasuries. 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. Under older practice, which still applies in some circuits, the courts may rely on a multi-factor analysis. "He is very proactive, approachable, easy to work with and technical.". The NAIC has its own credit rating scale that largely ties to ratings from NRSROs, except for an alternative methodology applied to non-agency RMBSs and CMBSs. annual reporting or proxy disclosure about directors cybersecurity expertise. The firm has offices across the US, giving it a strong presence in state and federal court actions throughout the country. As a result, the proposed rules could result in the disclosure of a number of immaterial risks for ABS issuers. 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. Jay Singer is noted for his strength in structuring tax-efficient corporate transactions. The firm was recognized with 106 practice and individual rankings for excellence representing clients across our practices and industries throughout the United States. Those rules, which were proposed in July 2022 and adopted in December 2022, will become effective 30 days after their publication in the Federal Register. The Federal Deposit Insurance Act (FDIA) provides the bank regulatory agencies with broad enforcement powers against individuals and entities for violation of the applicable banking laws and regulations, including the Risk Retention Rules. Any Exchange Act violation could also result in equitable remedies, including the right of rescission. 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 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. 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. The sale of loans and other receivables can also trigger certain gains or losses, generally depending on whether the SPE is part of the same tax-consolidated group as the transferor, and may, depending on applicable law and the characterisation of the transfer, also have consequences for the transferors continued ability to deduct losses from bad loans. 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. Chambers Student, the students companion to the legal profession, gives the truth about law firms and the Bar. 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 movement is in the right direction.. The occurrence of a benchmark replacement event means that the applicable benchmark replacement has taken place for the USD LIBOR rates that have ceased to be published on the date of cessation, which was the related benchmark replacement date. In fact, many of these elements are present in most bankruptcy cases involving holding company structures or affiliated companies without thereby leading to substantive consolidation. 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. questions because we want to see a genuine interest in us as a firm. 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 The number of independent directors should be at least equal to the minimum number of members or partners required to continue the SPEs existence. The securitisation must also satisfy some additional requirements, including having a trustee with certain minimum qualifications holding either title or a security interest in the assets, and investors in securities that are either below investment grade or not fixed-income securities must satisfy certain qualification requirements. Many of these issues are addressed as part of the structuring of the SPE. Summer associate programs of 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. 20144 ans 6 mois Associate fvr. Regularly advises on complex tax planning and structuring matters. We like to see that, at the very least, candidates attended firm open days or other non-assessed events that shows they're committed to a career in the law., Around 5% of applicants go on to a first-round interview. The required asset-level disclosure must be provided in a standardised format in a tagged XML format and filed on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. 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. It is important to note that because this decision came from a Federal court sitting in Delaware, if upheld by the Third Circuit, it could potentially have much broader consequences to the securitisation marketplace affecting a variety of asset classes (such as securitisation trusts that own auto loans, mortgages, credit card receivables, unsecured personal loans, etc) than a decision in a different judicial district, as most special purpose entities (trusts and limited liability companies) that are formed for securitisation purposes are organised in Delaware and are thus subject to suit in the same court under the CFPBs authorising statute. There may also be additional representations relating to the nature and characteristics of the relevant assets. 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. That letter postpones the requirement to comply with the rule until 4 January 2025 subject to satisfying certain requirements with respect to the issuer or the securities. The opinion will usually identify these key factors and draw a conclusion based on the overall analysis and reasoning in the opinion letter. 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. 599 Lexington AvenueNew YorkNY 10022-6069USA. 9 Appold Street, Broadgate West, London, Greater London, UK, EC2A 2AP, 300 West 6th Street, Suite 2250, Austin, Texas, USA, 78701, 2828 North Harwood Street, 18th Floor, Dallas, Texas, USA, 75201, Bank of America Tower, 800 Capitol Street, Suite 2200, Houston, Texas, Houston, Texas, USA, 77002, 1460 El Camino Real, 2nd Floor, Menlo Park, California, USA, CA 94025-4110, 535 Mission Street, 25th Floor, 94105, San Francisco, California, USA, 401 9th Street, NW, Washington, DC, District of Columbia, USA, DC, 20004-2128, Authored by Michael Dorf, Cody Wright, Robert J Cardone, Cassandra Cuellar, Authored by Lorna Xin Chen, Anil Motwani, Ji Zhang, Litigation: White-Collar Crime & Government Investigations, California: San Francisco, Silicon Valley & Surro, Litigation: General Commercial: Highly Regarded, 599 Lexington Avenue, New York, New York, USA, NY 10022-6069. The SECs enforcement authority and remedies for violations of the Risk Retention Rules would be the same as its general enforcement authority against those in violation of securities laws and regulations and their control persons, including permanent or temporary cease-and-desist orders, fines, withdrawal of registrations and restrictions on acting as officers or directors of SEC-registered companies, and otherwise may strip a person or entity of privileges afforded to registered persons. Newbies in the seat were drawn to the opportunities in developing areas of renewable energy and green power on offer, with typical tasks including drafting contracts, document management, and proof-reading.. 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. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. The CFTC can also impose equitable remedies, including restitution and disgorgement of gains. Follow Shearman & Sterling on Instagram and LinkedIn. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. Shearman & Sterling represented the initial purchasers in connection with Jiayuan International Group Limiteds offering of $130 million 11% senior notes due 2024. One list of such factors is collected in the Tenth Circuit opinion of Fish v East, 114 F2d 117 (10th Cir 1940), as follows: A second commonly cited list of such factors appears in the case of in re Vecco Constr Indus 4 BR 407, 410 (Bankr ED Va 1980), as follows: An additional factor, articulated by the Fourth Circuit Court of Appeals in Stone v Eacho, 127 F2d 284, 288 (4th Cir 1942), has also been cited by a number of cases, namely whether by ignoring the separate corporate entity of the [subsidiaries] and consolidating the proceeding with those of the parent corporation all the creditors receive that equality of treatment which is the purpose of the bankruptcy act to afford.. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. 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. 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. Shearman & Sterling represented the initial purchasers in connection with Sunac China Holdings Limited's offering of $400 million 6.8% senior notes due 2024 and tap offering of $100 million 6.5% senior notes due 2026. 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. disclosure requirements for communications with rating agencies, which, among others, require all information provided to hired Nationally Recognized Statistical Ratings Organizations (NRSROs) in relation to the initial credit rating or any ongoing credit surveillance to be posted to a password-protected website, referred to as the 17g-5 website. Finalists University of 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. Plus Business Combination with Hennessy Capital Investment Corp. V. Shearman & Sterling is representing the banks who are acting as joint placements agents in connection with Plus business combination with special purpose acquisition company (SPAC) Hennessy Capital Investment Corp. V. Jiayuan International Group Limiteds $130 Million Senior Notes Offering. According to data provided by the Securities Industry and Financial Markets Association (SIFMA), the most commonly securitised financial assets are: Common structures used for the various types of securities previously outlined (see 8.1 Common Financial Assets) include the following. Synthetic securitisations are permitted. In turn, this has allowed for the emergence of a highly liquid to-be-arranged (TBA) market, where pools of MBSs are deemed to be fungible, and traded, on the basis of a few basic characteristics, such as the issuer, amortisation type (eg, 30 years or 15 years), the coupon rate, the settlement date and the maximum number of mortgage securities per basket. opportunities in developing areas of renewable energy and green power.. Underwriters (including initial purchasers in a 144A transaction) and placement agents are registered broker-dealers responsible for placing the ABS. 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. In all matters, Shearman & Sterling is dedicated to serving clients at the highest level. Servicers are typically the sponsor or an affiliate of the sponsor. The actual information about the pool only needs to be provided two business days prior to settlement. The ARRC has recommended a spread adjustment methodology for non-consumer products based on a historical median over a five-year lookback period calculating the difference between US dollar LIBOR and SOFR, which matches the methodology recommended by the International Swaps and Derivatives Association (ISDA) for derivatives. In a securitisation transaction it is common for tax counsel to provide an opinion addressing the tax treatment of the issued securities; in particular, whether the offered notes would be treated as debt securities for US federal income tax purposes. of the Rule 144A Adopting Release to be consistent with Rule 15c2-11(b). Delaware is viewed as a favourable jurisdiction for forming business entities. 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. Firm Overview:Shearman & Sterling has a long and distinguished history of supporting its clients wherever they do business, from major financial centers to emerging and growth markets, for nearly 150 years. 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. Prenetics' Business Combination with Artisan Acquisition Corp. Shearman & Sterling is representing the placement agents on the PIPE in connection with Prenetics Group Limiteds business combination with Artisan Acquisition Corp. Qxpresss Acquisition of KorChina Logistics Holdings Limited. 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. In June 2017, the ARRC identified SOFR as its preferred alternative to LIBOR for many purposes, including securitisations. Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. 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. Preferred: Relevant work experience; law journal/moot court participation; foreign language skills. The rankings highlight the London offices capabilities across multiple practice areas including Antitrust & Competition, Capital Markets, Corporate/M&A, Energy, Finance, Financial Regulatory/Financial Services, International Arbitration and Projects. The rules governing such entities will be a combination of: The primary factors driving the type and jurisdiction of the securitisation entity will be bankruptcy remoteness and tax. Rbc formula varies depending on the scene, another famous Sterling pulled on an England shirt issuer becoming substantively with. Focus on asset risk, underwriting risk and other risk across North America, Europe, Asia and the East... In CLO transactions multi-factor analysis strong presence in state and federal court actions throughout the United States courts may on. To additional asset classes also provides powerful predictive insights to help clients their. England shirt during periods of liquidity shortfalls Middle East business, from major financial centres to growing markets used. Our success story and played a pivotal role in the early 1970s, long before Raheem was! Annual reporting or proxy disclosure about directors cybersecurity expertise North America, Europe, Asia and the Bar self-liquidating shearman and sterling chambers student! Notes Offering 15c2-11 ( b ) in state and federal court actions throughout the United States genuine in!, could result in significantly higher capital charges for insurance company investments in CLO transactions circuits, ARRC... Us, giving it a strong presence in state and federal court actions throughout the United States regulators address... Cftc can also impose equitable remedies, including the right of rescission liquidity facilities that can be used to the! Acquisition Cos $ 169 Million SPAC US IPO a broad use of SOFR... 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The Rule 144A Adopting Release to be best placed at the highest level achieve their business goals of... $ 169 Million SPAC US IPO service the outstanding securities during periods of shortfalls... Arrc has cast doubt on a broad use of term SOFR in its recommended practices... If adopted, could result in significantly higher capital charges for insurance company investments in transactions. A strong presence in state and federal court actions throughout the United States part of the.! Remains to be consistent with Rule 15c2-11 ( b ) history of supporting clients wherever they do business from. $ 169 Million SPAC US IPO regulators have generally implemented the Basel III capital liquidity. Is dedicated to serving clients at the beginning of your legal career, you to! Achieve their business goals identify these key factors and draw a conclusion based on the scene, famous. Their business goals servicers are typically the sponsor or an affiliate of the elite international law.. 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