ADVANCED OTC DERIVATIVES DOCUMENTATION AND NEGOTIATION (US)
18TH-19TH MAY 2017, NEW YORK, US
The Conference Programme
This two day advanced level conference programme will provide delegates with advanced theoretical and practical training on documenting and negotiating a broad range of over-the-counter (OTC) derivatives documentation. Delegates will be instructed on key operational and legal risks currently affecting OTC derivatives, as well as legal opinion and case law analysis techniques. Delegates will also be guided in drafting and negotiating a broad range of key substantive provisions in master agreements and credit support and collateral agreements. Delegates will then participate in advanced practical roundtable negotiating exercises and case studies with the Expert Trainers in order to comprehensively translate master agreement and collateral documentation theory into practice. Finally, delegates will participate in a series of unique workshops covering central counterparty (CCP) clearing agreements, equity derivatives products and agreements, and credit derivatives products and agreements
SESSION 1: Operational and Legal Risks affecting OTC Derivatives
- Risk Management and Key Operational (Counterparty Credit Risk and Liquidity Risk) and Legal Risks affecting OTC derivatives.
- Legal Opinion Analysis (by jurisdiction and by counterparty).
- Case Law Analysis (English and U.S. common law approaches to interpreting OTC derivatives agreements).
SESSION 2: Documenting and Negotiating OTC Derivatives Agreements: PART I
- Documenting and Negotiating Master Confirmation Agreements and Key Master Agreement provisions:
- Cross Default, Cross Acceleration, Threshold Amounts and Events of Default and Termination Events (and disapplication);
- Set-off, Break Clauses, Material Adverse Change (MAC) Clauses, Tax Representations;
- swaps sharing provisions, swap amendment restrictions, swap remedies restrictions.
- An overview of ISDA® Definitions and Protocols.
SESSION 3: Documenting and Negotiating OTC Derivatives Agreements: PART II
- Documenting and negotiating key ISDA® Master Agreement provisions:
- Illegality, Force Majeure, Additional Termination Events (Change of Control, Impossibility, Ratings Agency downgrade, Subsequent Rating Events, Net Asset Value (NAV) Threshold);
- Automatic Early Termination (Insolvency Events and Regimes);
- Netting of Payments (Settlement, Novation, Close-out), Valuation mechanics (Market Quotation, Loss Valuation, Close-out Amount).
- Review of the legal effect of specialist provisions (Exclusive Jurisdiction, Fraudulent Misrepresentation, Arbitration)
SESSION 4: Credit Support and Collateral Documentation and Negotiation
- Guarantees, Proprietary Security Interests, Re-hypothecation risk and rights, Credit Support Documents and Providers.
- Key ISDA® Credit Support Annex (Security Interest– New York Law) provisions and negotiating key Wholesale, Migratory, and Transaction-Specific amendments:
- Amounts (Credit Support, Independent, Minimum Transfer);
- Valuation (Agent, Collateral, Date, Time),
- Time (Notification, Resolution, Transfer, Valuation);
- Dispute Resolution mechanisms (Exposure valuation methodologies and third party valuation determinations).
WORKSHOP 1: Advanced Practical Roundtable Negotiating Exercise
- Delegates will be actively engaged through a range of advanced practical OTC derivatives documentation exercises and case study scenarios in order to comprehensively translate master agreement and collateral documentation theory into practice.
- The workshop will not cover content from Workshops 2 to 4.
WORKSHOP 2: CCP Clearing Agreements
- The dual Securities Exchange Commission (SEC) – Commodity Futures Trading Commission (CFTC) U.S. Swaps clearing framework (Derivatives Clearing Organization (DCO), Securities Clearing Agency, (SCA)).
- CCP and Client Clearing Documentation and common negotiated provisions (Margin, Termination Events, Pre-Default Porting).
- Cleared Swap documentation frameworks, standard form execution agreements and addendums, customer clearing under modified Master Agreements, and industry protocols.
WORKSHOP 3: Documenting and Negotiating Equity Derivatives
- Reviewing and drafting trade term sheets, confirmations, and Master Confirmation Agreement (MCA) terms for a range of equity derivative products.
- Types of equity derivative products (index, basket, swaps, forwards, options) and structured equity products.
- Valuation of Underliers, Settlement, Adjustments, Market Disruption Events, Events of Default, Early Termination Events,
- An overview and comparative analysis of the 2002 and 2011 ISDA® Equity Derivatives Definitions and Transaction Matrices.
WORKSHOP 4: Documenting and Negotiating Credit Derivatives
- Credit derivatives market, operational framework and the treatment of credit derivatives under Basel III.
- Credit risk, basis risk, reference obligations, ratings, hedging, payment, funded and unfunded products, close-out netting.
- Structuring credit derivative products (credit spread option, credit default swap, total return swap, credit linked note, collateralized debt obligation, credit indices, secured loans) and MCAs.
- An overview and comparative analysis of the 2003 and 2014 ISDA® Credit Derivatives Definitions and Physical Settlement Matrix.
- Advanced knowledge and understanding of documenting and negotiating OTC derivatives, credit support, CCP clearing, equity, and credit derivatives agreements
- Advanced practical experience gained by undertaking a range of OTC derivatives negotiation exercises and case studies
- Extensive pre-course questionnaire to identify delegate's key course objectives
- Lenovo 8" Yoga Tablet pre-loaded with course presentations and documentation to take-away
- Comprehensive course documentation
- Post-course trainer follow-up to guarantee all key course objectives have been met
Course Suitable For
- Collateral Management Function
- Compliance Officers and Managers
- Corporate Treasurers
- Credit and Legal Professionals
- Fund Managers
- ISDA Negotiators
- Legal Counsel
- OTC Derivatives Buy Side
- OTC Derivatives Documentation Managers
- Risk Officers and Managers
- Settlements Staff
- Treasury Function
ISDA® Conference Documentation
Delegates should note that they will be required to bring their own copy of the 2002 ISDA® Master Agreement and ISDA® 2014 Standard Credit Support Annex (Security Interest – New York Law). Delegates will be provided with ISDA® licensed copies of the 2011 ISDA® Equity Derivatives Definitions and the 2014 ISDA® Credit Derivatives Definitions.
ISDA® is a registered trademark of the International Swaps and Derivatives Association, Inc., and Storm-7 Consulting Limited is neither sponsored by nor affiliated with the International Swaps and Derivatives Association, Inc. (ISDA), and the public is hereby informed that Storm-7 Consulting Limited holds no commercial, private, or other relationship with ISDA.