Why you should attend
The Dodd-Frank Act establishes a novel, comprehensive framework for the regulation of over-the-counter (OTC) derivatives and the market participants who transact in these products. The far-reaching effect of the Dodd-Frank Act upon the OTC markets is only now becoming clear.
The new regulatory regime touches the activities of all participants in the swaps markets, from end users to major swap participants to swap dealers. The new regulations will also affect a broad range of market facilities from clearinghouses to exchanges, to newly-conceived swap execution facilities and swap data repositories.
The Dodd-Frank Act imposes registration requirements, mandatory clearing and trading requirements, margin requirements, capital and business conduct standards, and transaction and position reporting, as well as limitations on swap positions.
The legislation also establishes new limitations on the scope of derivatives and proprietary trading activities that may be conducted by certain financial institutions.
At this program, our distinguished faculty will provide a comprehensive overview of the new regulatory framework for OTC derivatives and derivatives market participants, and explain how the new regulatory framework will affect these products, the structure of the market for these products and market participants. The program will also cover documentation issues, and recent developments in tax, accounting and litigation related to OTC derivatives, as well as professional responsibility issues associated with derivatives.
What you will learn
- A comprehensive analysis of the new regulatory framework for OTC derivatives:
- Who is required to register and as what?
- How is cross-border activity covered under the new regulatory framework?
- What are the new mandatory clearing and trading requirements?
- What are the new reporting requirements?
- What are swap execution facilities?
- Who must be regulated as a swap execution facility?
- What are the new margin requirements and to whom do they apply?
- When must swap dealers be registered as futures commission merchants?
- How will banks and their affiliates be affected by new limitations on derivatives and proprietary trading activities?
- What are the new position limits applicable to OTC derivatives?
- What changes have been made to existing insolvency law?
- How will the amended federal commodity and securities laws affect brokers, advisors and funds transacting in OTC derivatives?
- Significant issues relating to credit, equity and commodity derivatives
- Recent litigation developments related to derivatives
- Tax and accounting developments applicable to derivatives
- Professional responsibility and derivatives
Who should attend
This program is intended for experienced outside counsel, in-house attorneys, government lawyers, documentation managers, compliance officers, bankers, corporate and other end users of swaps, and others involved in advanced structuring, negotiating and executing swap agreements and other derivative products. Counsel to derivatives market facilities and others involved in structuring, negotiating and executing swap agreements and other derivative products will also benefit from attending this program.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:00 p.m.
9:00 Opening Remarks
Gary Barnett, Joshua D. Cohn
9:15 Swaps, Security-Based Swaps and Mixed Swaps: What’s Covered and What Isn’t Covered by Dodd-Frank? Who Are the Regulators? What Is the Extraterritorial Reach of Dodd-Frank?
- The CFTC, the SEC and the Prudential Regulators
- Potential reach and likely impact on market participants
- Extraterritoriality
Moderators: Gary Barnett, Joshua D. Cohn
Matthew A. Daigler, Mary Johannes, Sarah Lee, Mark A. Steffensen
10:15
Networking Break
10:30
Clearing and Trading; Grandfathering; End-Users; Margin Posting for Cleared and Uncleared Transactions; Client Money Segregation; Loss Mutualization
- Mandatory clearing and trading requirements
- SEFs and trading facilities, including definitions, exceptions, regulation and registration
- Margin, segregation and loss mutualization: current state of play of models
Moderator: Kathryn M. Trkla
Michael D. Bopp, William A. Curran, William Thum
12:00
Lunch Break
1:15
Swap Execution and Reporting; Giveup and Backloading Arrangements
- Execution
- Give-up arrangements and the model FIA Execution Agreement/ forthcoming Futures Agreement Addendum
- Backloading
Moderator: Joshua D. Cohn
Geoffrey B. Goldman, Lauren Teigland-Hunt, Christopher L. Ramsay, Kathryn M. Trkla, Jeffrey T. Waddle
2:15
Networking Break
2:30
Swap Dealers and Major Swap Participants: Who Are They and How Will They be Regulated? Reporting, Position Limits, Business Conduct Rules, Capital
- Swap Dealers, Major Swap Participants: who qualifies?
- Major internal changes: reporting and conduct
- Margin and capital requirements and effect on liquidity
Moderator: Gary Barnett
Robert C. Lee, Richard A. Ostrander, Kenneth M. Raisler
4:00
Regulation of Other Swap Market Participants under the CEA and Securities Exchange Act of 1934: Clearing Members, Clearing Houses, and the Swap Activities of Banks, Part 1
- CCPs
- Brokers and clearing members
- Advisors and funds
Moderator: Gary Barnett
Paul M. Architzel, Kevin Walek
5:00
Adjourn
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00
Recap and Introduction to Day Two
Gary Barnett, Joshua D. Cohn
9:15
Regulation of Other Swap Market Participants under the CEA and Securities Exchange Act of 1934: Clearing Members, Clearing Houses, and the Swap Activities of Banks, Part 2
Douglas E. Harris, Laura Schisgall, Don Thompson
10:15
Networking Break
10:30
Enforcement, Litigation & Insolvency and Resolution Authority: Netting Opinions; Safe Harbors; Orderly Liquidation Part 1
- Review of recent cases of interest to the OTC derivatives market, including flip clauses, multilateral netting, and more
- Fraud prosecutions (synthetic structures and Rule 10b-5)
- What the recent orders and judgments issued mean for the OTC derivatives market
- Changes introduced by financial reform (FDIC-modeled provisions of Orderly Liquidation Authority can now apply to entities otherwise subject to the Bankruptcy Code or SIPA)
- Differences between Orderly Liquidation Authority, the Code and SIPA
- Potential effect on various stakeholders - shareholders, creditors and counterparties
David Meister, Kenneth M. Raisler, David Yeres
11:00
Tax and Accounting
- Recent Tax Court decisions, Anschutz, Calloway
- New tax legislation addressing withholding on dividend substitutes
- New tax legislation affecting foreign financial institutions receiving U.S. source income (the QI-2 Rules)
Mark H. Leeds
12:00
Lunch Break
1:15
Derivatives and Professional Responsibility
- Representing an organization
- SEC Rule of Professional Responsibility for Issuer’s Counsel
- Reporting wrongdoing up the ladder within an organization
- Reporting a client’s fraud to regulators
- Lawyer’s role in complex structured finance transactions
- Title VII creates new professional responsibility challenges
- Email and metadata issues
Michael S. Sackheim
2:15
Networking Break
2:30
Principal Issues for Consideration and Negotiation in Derivatives Documentation-Implications of the New Regime; SCM vs. FCM Model; Optimizing Portfolio Management Across Products
- Swaps generally
- Commodity Swaps, Equity Swaps and CDS
- Legal and contractual considerations
Moderator: Gary Barnett
Nevis Bregasi, Silas Findley, David Z. Moss
3:30
Enforcement, Litigation & Insolvency and Resolution Authority: Netting Opinions; Safe Harbors; Orderly Liquidation Part 2
- Review of recent cases of interest to the OTC derivatives market, including flip clauses, multilateral netting, and more
- Fraud prosecutions (synthetic structures and Rule 10b-5)
- What the recent orders and judgments issued mean for the OTC derivatives market
- Changes introduced by financial reform (FDIC-modeled provisions of Orderly Liquidation Authority can now apply to entities otherwise subject to the Bankruptcy Code or SIPA)
- Differences between Orderly Liquidation Authority, the Code and SIPA
- Potential effect on various stakeholders - shareholders, creditors and counterparties
Moderator: Joshua D. Cohn
Seth Grosshandler, Mark G. Hanchet, Charles M. Miller, Harold S. Novikoff, R. Penfield Starke
5:00
Adjourn
Co-Chair(s)
Gary Barnett ~ Director of the Division of Swap Dealer and Intermediary Oversight, U.S. Commodity Futures Trading Commission
Speaker(s)
Matthew Daigler ~ Senior Special Counsel, US Securities and Exchange Commission
Mary Johannes ~ Senior Director and Head of U.S. Public Policy, ISDA
Robert C. Lee ~ Director, Systemic Risk Management Group, Deutsche Bank AG
Sarah Lee ~ Managing Director and General Counsel, Global Fixed Income Derivatives, Bank of America
David Meister ~ Director of Enforcement, U.S. Commodity Futures Trading Commission
Christopher L. Ramsay ~ Director and Associate General Counsel, Head of Global Transaction Management, Citadel LLC
Laura Schisgall ~ Managing Director, Global Markets Legal Group Head/AMER, Societe Generale
R. Penifield Starke ~ Assistant General Counsel, Legal Division, Federal Deposit Insurance Corporation
Mark A. Steffensen ~ Managing Director and General Counsel, Global Banking and Markets - Americas, HSBC Securities (USA) Inc.
Don Thompson ~ Managing Director and Assoicate General Counsel, JPMorgan Chase & Co.
Jeffrey T. Waddle ~ Managing Director & Senior Counsel, The Depository Trust & Clearing Corporation
Kevin Walek ~ Former Assistant Director, U.S. Commodity Futures Trading Commission
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com