Furthermore, the Attorneys General of the various US states and territories also have certain authority to bring enforcement actions under Section 13a-2 of the CEA where their citizens are adversely affected. In 2022, Shearman & Sterling celebrated their golden anniversary in London, having set up shop 50 years ago! SOFR has been used routinely in CLOs, where the pool assets consist generally of floating rate commercial loans, but the ARRC has expressed displeasure over the recent use of term SOFR as the benchmark for other floating-rate ABS backed by fixed-rate receivables. The firm was recognized with 106 practice and individual rankings for excellence representing clients across our practices and industries throughout the United States. The typical representations and warranties in the sale agreement address: The typical enforcement mechanism is notice and indemnification obligations, coupled with a repurchase obligation in the case of a breach of any asset-level representation that has not been cured in a timely manner. The servicing provisions generally relate to continued collection and servicing of the relevant asset and typically include a number of provisions relating to reporting, notice and turnover of collections. Clients regularly entrust us with their most complex and strategic tax matters, resulting in our involvement in ground breaking transactions throughout the world. Anton Oilfield Services Groups $150 Million Exchange Offer and Concurrent New Money Offering. Enforcement is usually a combination of events of default under the indenture, which gives the noteholders the right to direct the indenture trustee to take enforcement actions, and servicer defaults, which give the specified class or classes of noteholders rights to replace the servicer. Vac scheme deadline: 30 October 2022 [Winter]; 15 January 2023 [Summer]. Hi all, Anyone had any experience with these guys? 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. 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. It is typically used for retail auto loans, equipment leases, student loans, consumer loans and a number of other asset classes. Our Shearman & Sterling; watch this thread. 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. Synthetic securitisations typically use credit default swaps (CDSs) to transfer such exposure. 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). Morgan Lewis lawyers wrote the books that structured finance lawyers rely on: Offerings of Asset-Backed Securities and The Federal Securities Law of Asset-Backed Securities. Shearman & Sterling represented the initial purchasers in connection with TaiChen Development (BVI) Limiteds tap offering $65 million 12.5% senior notes due 2022, unconditionally and irrevocably guaranteed by Longjitaihe Property Co., Ltd. Jiayuan International Group Limiteds Tender Offer And $300 Million Bond Offering. Synthetic securitisations are permitted. Some securitisations also include liquidity facilities that can be used to service the outstanding securities during periods of liquidity shortfalls. As you might expect from a firm with such an international reach, there are four internationalsecondment opportunities available to trainees at the firm: Dubai, Abu Dhabi, Singapore, and an antitrust seat in Brussels. While the decision does not constitute binding precedent, other judges in different jurisdictions are likely to give the decision significant weight in a case presenting the same general questions. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. public statement by LIBORs administrator, ICE Benchmark Administration Limited (IBA), or its UK regulator, the UK Financial Conduct Authority, that the actual cessation of LIBOR has occurred or is expected; a public statement or publication of information by the IBA that LIBOR is no longer representative as an index (known as a pre-cessation trigger); or. The firms structured transactions practice serves the financing needs of the worlds most sophisticated businesses. 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. Rule 3a-7 is available for entities holding primarily self-liquidating assets that are only sold or purchased in accordance with the terms of the transaction, and not for the purpose of capturing market gains or avoiding market losses. Banks are highly regulated entities and are also subject to a separate insolvency regime compared to other entities, and are therefore not eligible for bankruptcy protection. There was a lot of seeking out case law, and work on public deals meant we needed to keep our ears to the ground for developments in the market. Non-research tasks included standard due diligence and reviewing uploads into the data room. A decision by the Third Circuit is expected by mid-2023. Insurance companies capital rules are typically more closely tied to ratings. 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. Problems of LIBOR transition for existing securitisations. Any identified determining person will have the authority to replace the LIBOR rates with the SOFR-based benchmark replacement selected by the Federal Reserve. The most typical credit enhancements include over-collateralisation, subordination of junior tranches, cash reserves and excess yield on the underlying assets compared to what is needed to service the asset-backed fixed-income securities. In private deals, the investor vote required for certain actions is primarily a negotiated point, although in registered securitisations these requirements are more prescribed. With respect to the individual rankings, more than half of the firms U.S. partners are recognized as leaders in their respective practice areas. Once all the applications have been submitted, trainees have an end-of-seat roundtable review with the training principal and hiring partners to discuss their prospects and interests. 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. The ARRC has cast doubt on a broad use of term SOFR in its recommended best practices. There are extensive fundamental and technical differences between ABS and corporate issuers, not the least of which is that ABS issuers engage in limited activities that pose limited cybersecurity risks. Many of these issues are addressed as part of the structuring of the SPE. 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. A security interest perfected by control or possession often has higher priority than a security perfected by other means. As such, broker-dealers can continue to provide quotations for ABS offered under Rule 144A if they reasonably believe that the issuer will provide the information specified in Rule 144(d)(4) upon request. 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. Yet despite the firms American twang, the London office has its own distinctive voice: The London office isnt just a satellite for the US, one source remarked, its a standalone office with its own work. Trainees also highlighted that a smaller trainee intake [of around 15 a year] means more responsibility early on, so the work you do as a trainee has a bigger impact. Prospective candidates can expect stiff competition, with as many as 2,000 applying for a place in 2022. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. In particular, the Trusts moved to dismiss the lawsuit on the grounds that the CFPB lacked enforcement authority over the Trusts because they are not covered persons as defined in the CFPA. Training contract deadline: Apply for a training contract through a vacation scheme. The District Court subsequently granted a motion for an interlocutory appeal, which was granted by the US Third Circuit Court of Appeals on 3 May 2022. US domestic corporations are generally disfavoured, in part because of the entity-level tax applicable to corporations and in part because of the mandatory fiduciary duty that directors have to the shareholders, which can cause difficulties in delinking the SPE from its parent. 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. To be eligible for the relief provided under these no-action letters, the securitisation issuer must: The CFTC has also issued various interpretations that allow certain securitisation SPEs that are wholly owned subsidiaries of non-financial entities to avail themselves of certain exceptions from otherwise applicable clearing and margin requirements available to non-financial end users. In addition, the Foreign Account Tax Compliance Act (FATCA) imposes a withholding tax on certain payments (including interest in respect of debt instruments issued by a securitisation SPE and gross proceeds from the sale, exchange or other disposition of such debt instruments) made to a foreign entity if the entity fails to satisfy certain disclosure and reporting rules. Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. All the resources you need to research law firms and barristers' chambers, Banking & Finance: Borrowers: Big-Ticket (Band 2), Banking & Finance: Lenders: Big-Ticket (Band 3), Capital Markets: High-Yield Products (Band 3), Corporate/M&A: 100-800 million (Band 3), Energy & Natural Resources: Oil & Gas (Band 3), Energy & Natural Resources: Power (Band 2), Financial Services: Non-contentious Regulatory (Band 3). 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