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Advanced ISDA® Master Agreement Negotiations (USA)

Learn from a detailed clause by clause analysis of the ISDA Master Agreement

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A one-day course

ISDA® is a registered trademark of the International Swaps and Derivatives Association, Inc. The programme is neither sponsored by nor affiliated with the International Swaps and Derivatives Association, Inc.

Review of the Architecture of ISDA Documentation

ISDA Master Agreement

  • Detailed clause by clause review (2002)
    • Single Agreement
      • Cherry Picking
    • Netting Legal Opinions
      • Governing law on insolvency
    • Conditions Precedent
    • Withholding tax
    • Representations
    • Undertakings
    • Events of Default
    • Termination Events
    • Early Termination
    • Transfer
    • Multi-branch Parties
    • Waiver of immunity
      • Arbitration clauses
    • Comparison of ISDA 2002 and 1992 Master Agreements
      • Events of default provisions
        • Grace periods
        • Scope of the credit support default
        • Breach of agreement
        • Specified Transactions
        • Cross default provisions
        • Merger without assumption
      • Termination Events
        • Scope of Illegality
        • Force Majeure
        • Grace periods
        • Tax event upon merger
      • Methodology of calculating payments on early termination
        • First Method
        • Second Method
        • Market Quotation
        • Loss
        • Set-off
        • Unpaid amounts
        • Close-out amount

ISDA® is a registered trademark of the International Swaps and Derivatives Association, Inc. The programme is neither sponsored by nor affiliated with the International Swaps and Derivatives Association, Inc.

Schedule to ISDA Master Agreement

  • Parts 1 to 5 – Negotiating points
  • EMIR related amendments
    • Relevant EMIR Protocols:
      • 2013 EMIR Non-Financial Counterparty Representation
      • 2013 Reporting Protocol
      • 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol
      • Adherence Letters
      • Suggested EMIR Related Amendments

ISDA Confirmation

  • Process on how trades are done
  • EMIR reporting
    • 2013 EMIR Reporting Protocol
    • Grey area

ISDA Credit Support Annexes and Credit Support Deeds

  • Legal opinions
  • English law deeds and annexes
  • New York law annexes
  • 1995 ISDA Credit Support Annex – Paragraph 11
  • Close-out netting
  • Valuation agent
  • Eligible Credit Support
  • Haircuts and Valuation Percentages

Netting and Valuation

  • Settlement Netting
  • Close-out Netting
  • Calculations
  • Mark to Market valuations – How Swaps are Valued

Events of Default and Termination Events

  • Steps to follow on Early Termination
  • Conditions Precedent
  • Timeline – summary of process
  • Checklists
    • Contractual terms breach
    • Events of Default and Termination Events
    • Legal, commercial and operational considerations
    • Early Termination Procedures

Case law

  • Section 2(a)(iii)
    • Lomas and others v JFB Firth Rixson Inc. and others
    • ISDA Amendment

GROUP CASE STUDY: Participants to work in small groups to draft and negotiate with another group a first draft of the ISDA Schedule to the 2002 ISDA Master Agreement in accordance with the client instructions provided in the case study pack.

The trainer for our ISDA master agreements negotiations workshop is an expert in structured finance who specialises in securitisation, real estate finance, banking, capital markets, derivatives, structured products and financial regulation.

She is a consultant, keynote speaker, business adviser, author and trainer, and has practised law for nearly 20 years in the banking & finance industry. She has spent her career advising some of the most prestigious global financial institutions such as Goldman Sachs, Morgan Stanley, Citigroup & Credit Suisse. Her primary role was to manage the legal risk globally across the various businesses within an investment bank. As a trainer, she now designs and leads training workshops for senior lawyers, law firm partners, accountants, bankers and various senior executives.

She has been actively involved in the creation of innovative structured transactions; structuring, drafting and negotiating complex financings including complex repo facilities, hybrid structured products with multiple embedded derivatives, repackagings, synthetic CLOs and regulatory-driven structured transactions; all types of securitisation transactions and restructuring them; supervision of large scale remediation project involving the mis-selling of interest rate swaps, financial regulatory projects and financial litigation.

She holds a Law LL.B (Hons) degree from the University College London (UCL) and has worked in the Finance Know-how team at Clifford Chance. She trained at Sidley Austin Brown & Wood LLP and worked on several award-winning transactions involving repackagings, securitisations and US corporate securities. She practised as a solicitor at Linklaters LLP in Singapore and has also worked in New York and Hong Kong.

Returning to London, she spent around 5 years at Allen & Overy LLP. She advised on a wide range of issues including swaps, insolvencies, disclosure matters under the Prospectus Directive, US 144A SEC-registered deals, real estate finance, master trust, CMBS and RMBS securitisations and Opco/Propco structures for loan securitisations. She was seconded to Credit Suisse to work on the Real Estate Finance trading desk where she worked on loan origination, leverage finance and acquisition finance deals. Later she was seconded to Citibank where she advised on LMA loans, highly structured real estate finance transactions, risk mitigation and syndication.

In 2007 she moved to Credit Suisse as in-house legal counsel advising on structured capital markets, derivatives and structured products including fund-linked products, a range of exotic trades, CDOs, CLOs, repos and other highly structured financing transactions conducted during and post credit crunch. She structured and documented trades that achieved the required regulatory capital and balance sheet treatment using a combination of techniques such as credit default swaps, call options or unfunded loan participations.

She started working as a specialist consultant in 2009 advising her clients on complex projects involving legal, operational, regulatory and compliance matters on derivatives, and structured products.

  • Review in detail all clauses of the 2002 ISDA Master Agreement.
  • Understand the principal differences between the 1992 and 2002 versions of the ISDA Master Agreement.
  • Get a checklist of issues to negotiate along with a detailed review and discussion of the ISDA Schedule including drafting points and EMIR-related amendments.
  • Review and discussion of the 1995 Credit Support Annex (CSA) along with the negotiating points and standard market practices.
  • Explore the main legal and commercial issues around Netting and Valuations.
  • Get a summary of the timeline along with checklists on the steps to follow upon an Event of Default or Termination Event.
  • Sharpen up your drafting and negotiating abilities through participation in the group case study allowing you to apply in practice the concepts/theory covered in this webinar.

  • This is the only ISDA negotiation training course on the market that covers the ISDA Documentation including a detailed clause-by clause analysis of the ISDA Master Agreement with a case study and aspects of the Credit Support Annex all in one day as a stand-alone course.
  • It's also the only course on the market that covers the comparison between the 1992 and 2002 ISDA Master Agreements.
  • Our trainer has a rare combination of experience that enables her to cover the legal, commercial, regulatory and structuring aspects of this subject matter.
  • The trainer is a lawyer with a background from the Magic Circle law firms, the bulge bracket investment banks as well as an accountancy practice, hence she comes with a wide array of experience ranging from working on complex innovative transactions to BAU flow work.

Our ISDA negotiations course is a ‘must know’ for:

  • Credit Risk personnel at all levels (Analyst, Associate, Vice President, Director and Managing Director) who need to make credit decisions relating to ISDA Master Agreements.
  • In-house legal counsels at any level.
  • Private practice lawyers at any level from paralegals, trainees, junior and senior associates to partners and heads of departments involved in or likely to be involved in structuring, documenting, reviewing and negotiating ISDA trades.
  • ISDA documentation team at any level including paralegals, transaction executives, etc.
  • Collateral management teams at any level focussed on margin calls, CSAs, etc.

Our ISDA negotiation course is also a ‘nice to know’ for:

  • The operations team at any level that books derivatives trades.
  • Derivative traders.
  • Structurers.
  • Accountants who advise on swap transactions.
  • Compliance personnel involved with ISDA transactions.

Our ISDA master agreement training course covers pertinent issues related to the drafting, negotiating and understanding of the ISDA Master Agreement. This webinar is relevant for:

  1. Lawyers both in private practice and in-house,
  2. Asset Managers, Collateral Managers, Traders, Bankers and Structurers involved in transactions involving swaps, CDSs, options, swaptions etc.
  3. Operations teams involved with swaps, EMIR reporting etc.
  4. ISDA documentation teams who typically draft and negotiate ISDA Master Agreements and trades
  5. Accountants who advise clients on swap transactions.

In this webinar, we cover the ISDA documentation framework. A detailed clause-by-clause analysis is then undertaken of the 2002 ISDA Master Agreement followed by a comparison analysis between the 1992 and the 2002 ISDA Master Agreements. We will undertake a detailed analysis of the ISDA Schedule including any EMIR Regulation-related language. The key negotiation points relevant to negotiating an ISDA Master Agreement will be covered, including the questions to ask depending on who you act for. We will then discuss the Credit Support Annex (CSA) and the ancillary ISDA documentation. We will go through in detail the settlement netting and close-out netting and the calculations involved including how swaps are valued. We will cover the Events of Default and Termination Events operative provisions, procedural timelines and checklists outlining the notice requirements, legal, commercial and operational points to tick off the list. We then cover some case law and amendments to the ISDA Master Agreement. As far as ISDA master agreement online courses go, we’ve got you covered.

There will be an Interactive Group Case Study involving the documenting an ISDA Schedule and key issues to consider. PARTICIPANTS ARE REQUIRED TO BRING THEIR OWN COPIES OF THE 2002 ISDA MASTER AGREEMENT AND THE ACCOMPANYING ISDA SCHEDULE.

  • Comprehensive, the tutor had excellent experience. there was a lot to cover and it went quite fast but I felt like she did a great job of making everything comprehensible nevertheless.
  • I liked the fact of the teacher going clause by clause analyzing each of the ISDA documents and explaining the role of each clause in the context of ISDA.

Have this course presented In-House

  • On a date, time and in a location of your choice
  • Topics expanded or deleted to your bespoke requirements

Have this course pre-recorded

  • Full course recording edited exclusively for your company
  • Files converted to enable housing on your LMS
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