shearman and sterling chambers student

Under older practice, which still applies in some circuits, the courts may rely on a multi-factor analysis. The Trust Indenture Act of 1939 is amended to provide that the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security shall not be deemed to be impaired or affected by any change occurring by the application of the LIBOR Act to any indenture security. The Trusts hold more than 800,000 private education student loans totalling approximately USD12 billion, all of which were originated by private banks prior to 2008. 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. Shearman & Sterling. Job posted 5 hours ago - Shearman and Sterling is hiring now for a Full-Time 2023 Shearman & Sterling 1L Summer Program in Houston, TX. Each Fellow receives $25,000 and the opportunity to clerk in one of our U.S. offices the summer following their 1L or 2L year. These can be provided by third-party liquidity providers or as part of the servicing rights and obligations. 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. From an investors perspective, if an SPE is treated as a partnership for tax purposes, and the notes issued by the SPE to such investor were to be treated as equity for tax purposes, then the noteholder would be taxed individually on its share of the SPEs income, gain, loss, deductions and credits attributable to the SPEs ownership of the assets and liabilities of the SPE, without regard to whether there were actual distributions of that income. 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. The students are paid a juicy 400 per week. 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. pleb1. 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. 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). 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. 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. Issuers are typically SPEs that are restricted from engaging in activities unrelated to the securitisation. 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. 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. Sunac China Holdings Limiteds $400 Million Bond Offering and $100 Million Tap Offering. Hi all, Anyone had any experience with these guys? The team is split between project development work, and the project finance side of things, one trainee explained. 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. formal legal requirements of the subsidiary as a separate and independent corporation are not observed. Among the reasonable determinations that qualify for relief are the following. Student insights. only hold derivatives for uses permitted under Regulation AB, such as credit enhancement and the use of derivatives to alter the payment characteristics of the cash flow. 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. They are strong academics, evidence of relevant work experience, tailored answers to our questions, and an error-free application form. 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. 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. Co-Global Managing Partners: George Casey, Adam Hakki Shearman & Sterling advised Osaka Gas and its U.S. subsidiary Osaka Gas USA Corporation in connection with the agreement with Oriden LLC to jointly develop a portfolio of more than 700 MWdc (600 MWac) of utility-scale solar and storage projects throughout certain U.S. markets. Limiting the SPEs unrelated activities and restricting the SPE from having employees and unrelated property reduces the risk of unrelated liabilities. Notable team of practitioners with impressive experience acting in domestic and international mandates. The accounting literature includes commentaries on the legal opinion requirements, including the opinion expressly mentioning each area of continued involvement between an originator and its affiliates and the securitisation SPE. Shearman & Sterling is one of the worlds leading law firms, serving the domestic and cross-border needs of an impressive roster of clients. The credit from the master trust is revolving in the sense that as the dealer inventory is sold or the credit card customer repays their balance, as applicable, funds are paid to the master trust. Investors in securitisations include banks, asset managers, insurance companies, pension funds, mutual funds, hedge funds and high net worth investors. 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. 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. Trustees typically have a security interest in the underlying pledged assets and act as communications and payment agents. 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. 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. 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. While loans is a broad term for the purposes of that exclusion, there are significant limitations on an SPEs ability to hold derivatives (other than for the purposes of hedging interest and currency risk) and securities (other than for certain short-term cash-management purposes). Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. 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. 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. Jay Singer is noted for his strength in structuring tax-efficient corporate transactions. 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). 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. transfer of assets without formal observance of corporate formalities. In private deals, the investor vote required for certain actions is primarily a negotiated point, although in registered securitisations these requirements are more prescribed. The structure is otherwise typically similar to the two-tier structure previously described. At the time of this writing in January 2023, there is no longer any relief that extends after that date. A partnership that is deemed to be a publicly traded partnership for US tax purposes could be subject to entity-level tax as if it were a corporation. Securitisation transactions often have three types of default provisions: Servicer defaults or termination events typically include: Principal indemnities cover losses due to a breach by the seller or servicer of their obligations. For example, Reg AB II specifies that the transaction documents cannot require more than 5% of the principal amount of notes to direct the trustee to exercise its remedies. A place like Shearman & Sterling one of the elite international law firms. The servicer will typically be responsible for collecting payments under, and ensuring that the issuer complies with, the obligations relating to the collateral. Only a small minority of new ABS issuances are made in SEC registered form. Consequently, it may be possible to conclude that the payments to the holders of the issued securities do not depend primarily on the cash flow from self-liquidating assets, in which case the issued securities fall outside the asset-backed security definition in the Exchange Act, which would mean that risk retention and certain other rules applicable to asset-backed securities would not apply. Training contract deadline: Apply for a training contract through a vacation scheme. 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. 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. He assists clients with administrative proceedings as well as litigation in the US Tax Court. 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. 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).. Exchange Act Rule 17g-5 divides conflicts of interest into two categories: As part of the conflict rules in 17g-5, an NRSRO is required to obtain a representation from the issuer, sponsor or underwriter of an asset-backed security that it will post on a real-time basis information any of them provides to any hired NRSRO in connection with the initial credit rating or subsequent credit surveillance to a password-protected website. 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. 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. 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. Shearman & Sterling advised IFC on the first housing bond issued in Bangladesh, provided to BRAC Bank Limited. The information must be published at least three days prior to bringing a covered securitisation to market. 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. L-shaped risk retention, by holding a combination vertical and horizontal risk retention that adds up to 5%. To avoid this outcome, foreign securitisation issuers tend to conduct their activities in accordance with detailed guidelines that are aimed at ensuring that they are not engaged in loan origination or otherwise treated as conducting a lending or other financial business in the USA. The trustees also undertake other specified administrative tasks, but typically avoid taking any discretionary actions other than pursuant to a direction from the relevant noteholders. For the firms full list of rankings, visit Chambers and Partners. Number of lawyers worldwide: 800+. Shinsun Holdings (Group) Co., Ltd.s $200 Million Senior Notes Offering. For those trainees hoping for the luck of the draw, the projects development & finance (PDF) seat is one plenty will have their eye on. opportunities in developing areas of renewable energy and green power.. 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. Establishing a bankruptcy-remote special-purpose entity (SPE) is a key aspect of a typical securitisation transaction. with respect to transactions where the underlying pool assets bear floating rates, a transition of a specified percentage of those assets from LIBOR based to adjusting using an alternative index. Department profile | Shearman & Sterling LLP. The firm is certainly great, However, Section 27B requires implementing rules to be passed within 270 days, and to date no such regulations have been put in place. Apr 2015 - Jan 20193 years 10 months. determining benchmark replacement conforming changes, for contracts other than consumer loans. Consequently, in order to be attractive to banks, securitisation entities tended to avoid becoming a covered fund under the Volcker Rule. 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. 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. In the event that a pre-cessation event is operative, the ARRCs recommended five-year historical median spread adjustments will be determined at the same time as the ISDAs spread adjustments, which will be at the time of any announcement that LIBOR will cease or has ceased or will or has become no longer representative. All vac schemes run for two weeks and there's room for up to ten candidates on each. With lawyers in New York, London, Washington DC, and Frankfurt, Shearman & Sterlings Structured Finance & Securitization Group assists clients in developing, structuring and executing a broad range of financings, including securitisations, structured products, asset-based lending, tailored leasing and royalty arrangements, and other sophisticated financing techniques. 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. Wilful violations and abuse of the end-user clearing exception are felonies punishable by a fine of up to USD1 million or imprisonment for up to ten years, or both, together with cost of prosecution (see CEA Section 13). As you might expect from the third of the firms core focus areas, finance is a likely destination for trainees at Shearman & Sterling. It is also worth noting that the non-recourse language typically included in agreements with SPEs, including derivative agreements, would cause such derivatives to fall outside the standard terms for derivatives that are currently centrally cleared and traded, although that may change should swaps with such terms be included as part of a traded standard. Seat options: antitrust; funds; M&A; project development and finance; finance; litigation; international arbitration; financial institutions advisory; tax; employment; financial restructuring and insolvency. Certain types of LIBOR fallback provisions will be disregarded: provisions that base the LIBOR replacement in any way on a LIBOR value, except to account for the difference between LIBOR and the benchmark replacement; and. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. At Shearman & Sterling, being a full service law firm means that we are able to offer a full range of legal services to our clients. 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. Shearman & Sterling's compensation is merit-based. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. Famous for: elite Wall Street firm; large English law practice; top-end salary, UK partners/solicitors/trainees: 33/86/23, Overseas seats: Singapore, Abu Dhabi, Brussels, Dubai. The firms success is built on its Notably, the DC Court of Appeals ruled in 2018 that subjecting managers of open-market CLOs to the Risk Retention Rules exceeded the statutory authority under Section 941 of the DoddFrank Act and consequently such CLOs are currently not subject to the risk retention requirements. In a recent matter, Shearman & Sterling advised NEOM Company on the cross-border financing of a $6.5 billion green energy facility between the UK and Saudi Arabia. Therefore, quotations of Rule 144A ABS generally are allowed without further inquiry by the broker-dealer. (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.). With more than 130 attorneys in the United States, Europe The presence or absence of some or all of these factors does not necessarily result in substantive consolidation. 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. In CLOs the servicing agreement is typically referred to as a Portfolio Management Agreement, Collateral Management Agreement or Investment Management Agreement (or similar term). 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)). Vac schemers spend each week in a different department. 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. 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. In one recent matter, the firm advised Greek food company Chipita on its sale to a subsidiary of Mondelez International for 1.7 billion. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. At the time the ARRC fallback recommendations were released, term SOFR rates were purely theoretical: SOFR was primarily an overnight rate, measuring the cost of borrowing cash overnight as collateralised by US Treasury securities in the repurchase agreement market. 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. In addition, insurance regulations typically specify concentration limits for various categories of investments. 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. In September 2017, the Consumer Financial Protection Bureau (CFPB) filed suit against 15 National Collegiate Student Loan Trusts (the Trusts), alleging that the Trusts had violated the Consumer Financial Protection Act (CFPA) by engaging in unfair and deceptive practices in connection with the servicing and collection of the private education (not Federally guaranteed) student loans owned by each of the Trusts (but not originated nor serviced by any Trust entity). 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. I have a interview there next week for a VS. Any tips etc. 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. 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. There is a liquid TBA market for settlement up to three months after the trade date. This option reinforces the notion that registered ABS where the issuer is subject to Exchange Act reporting requirements do not pose compliance issues under the Rule 15c2-11(b). 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. In some securitisation transactions they are also responsible for establishing and preparing the relevant securitisation structure and documentation. 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.