Derivatives Documentation School

5 days 7-11 Nov 2016, Singapore Singapore $6,800.00 Download brochure Add to basket

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This programme of courses is made up of 4 individually bookable modules:

FTS Eligible - Financial Training Scheme for Singaporean citizens and PRs only (more information)


 “Very good overview of the legal intricacies of ISDA & OTC derivatives documentation”
COO, Deutsche Bank

“It is insightful and practical!”
Inhouse Counsel, SK Energy

We in association with Schuyler K Henderson, have organised this highly successful course on the legal concepts in derivatives and the documentation of derivatives transactions using the ISDA® Master Agreement.  

"Derivatives Documentation School" is presented in a modular format. You are recommended to attend full modules or you can contact us at to book separate modules (required to book at least two days).

Course overview

Swaps and derivatives have become more and more complex every year, anled have come under close  regulatory scrutiny. Products such as credit derivatives and equity derivatives and the use of derivatives in financing structures pose particularly interesting and significant issues. New laws and regulations are changing the practices and conventions of the OTC derivatives market. The advanced modules of this course focus on these issues and are specifically designed for delegates who have mastered the basic issues but are facing the challenges of these new and complicated applications. As the range of users and applications of swaps and derivatives increase, so the legal and documentation problems become more difficult and require ever-more sophisticated techniques.

This 5-day School fully explains the legal aspects of swaps and derivatives and derivatives in structured financing. You will gain a complete understanding of the key legal issues in swap documentation, and in particular the important problems of default, insolvency and enforcement.

Summary of course content
  • Gain essential hands on experience of documenting swaps and other derivatives
  • Perform intensive and objective analysis of 1992 and 2002 ISDA® Master Agreements, 2002 ISDA® equity derivatives definitions and 2003 ISDA® credit derivatives definitions, and related master
    agreement confirmations
  • Protect your organisation against potential problem areas such as default, capacity, insolvency, inforcement, regulation and tax
  • Learn to structure agreement “fixes” to ISDA® Agreements
  • Understand the principles of derivatives in structured financings
  • Learn about new credit derivative developments: Determination Committees and Auctions
  • Learn about prime brokers, central counterparties and the new derivatives regime in the US and Europe 

FTS Eligible

This programme is approved for listing on the Financial Training Scheme (FTS) Programme Directory and is eligible for FTS claims subject to all eligibility criteria being met.

Please note that in no way does this represent an endorsement of the quality of the training provider and programme. Participants are advised to assess the suitability of the programme and its relevance to participants’ business activities or job roles.

The FTS is available to eligible entities, at a 50% funding level of programme fees, subject to a cap of $2,000/participant/programme and all eligibility criteria being met. FTS claims may only be made for programmes listed on the FTS Programme Directory with specified validity period. Please refer to for more information.
Please note that this course is only eligible for FTS Funding when registering for all modules.

Course fee:

  • US$3,850/person for any two days
  • US$4,990/person for any three days
  • US$6,150/person for any four days
  • US$6,800/person for all five days

ISDA® is a registered trademark of the International Swaps and Derivatives Association

Who should attend

  • In-house lawyers in banks and securities houses
  • Bankers involved in complex financings using swaps and derivatives
  • Senior documentation staff
  • Compliance officers
  • Lawyers in private practice
  • Bankers who want to know more about legal issues
  • Accountants who have to document and advise on swap transactions
  • Lawyers with corporations and fund houses
  • Lawyers working for corporations, governments and financial institutions
  • Lawyers and accountants in private practice who advise clients on the above categories
  • Instructors

    We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

    Schuyler K Henderson
    Schuyler K. Henderson, author of 'Henderson on Derivatives', is one of the leading international derivative lawyers. Since 1977 he has been resident in London, during which he has represented numerous international financial institutions in the full range of credit extensions. He has been particularly active in he derivatives market, having acted for one of the participants in the first publicised currency exchange agreement in 1977.

    Since then he has been actively involved in the creation of innovative financial products on behalf of over fifty financial institutions. His practice has regularly included: developing new products; structuring, drafting and negotiating complex financings, including repackagings, credit-linked securities and tax or regulatory drive structured transactions; preparation of standard form ISDA® documentation (including for use with specialised counterparties and confirmation templates for virtually all types of derivatives); supervision of backlog documentation and establishment of derivatives dealers in a number of jurisdictions, provision of regulatory, enforcement and tax advice in respect of over 30 jurisdictions; enforcement of
    derivatives documentation and representation of parties in disputes involving derivatives.

    Since retiring he has continued to consult, lecture and write on derivatives. Schuyler is the author of numerous publications on financial topics, and is a member of the Editorial Advisory Board of The Law and Financial Markets Review. He is a regular speaker and chairman at various conferences on international finance in many international financial centres.



    4-5 Star Hotel in Singapore

    All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

    Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. Course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.

    Related Courses


    We can bring this course to your company's office.

    If you simply want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.

    We produce learning solutions that are completely unique to your business. Our tailored learning solutions are designed specifically for your organisation’s needs.

    We’ll be here to support you every step of the way. From the initial consultancy through to evaluating the success of the full learning experience. We'll ensure you get the maximum return on your training investment.

    Find out more


    Module 1 - Swaps & Other OTC Derivatives – Legal Issues & Documentation

    • The derivatives markets and their uses
      • The markets
      • Definitions
      • The tensions and key concepts
    • Description and uses of basic derivatives structures
      • Swaps
      • Fully-paid transactions
      • Hybrid securities
    • Derivatives risk
      • Legal and operational risk
      • Position or market risk
      • Valuation and hedge risk
      • Delivery risk
      • Long term exposure: Rate and performance risk
      • Quantification of credit risk
    • Netting and insolvency issues
      • Principles of insolvency
      • Netting: Payment and close-out
      • Summary of US and UK insolvency issues


    • Enron: MARTA
    • Lehman Brothers; Metavante and English cases

    • Capacity and authority

    Cases: Hammersmith & Fulham, Piraeus and Korea Life

    • Resolutions
    • Signatories
    • Funds and other special counterparties

    Case: Minmetals

    • Regulation
      • Regulation overview
      • Suitability and misrepresentation
    • Tax
      • Direct tax in another jurisdiction
      • Withholding tax
      • HIRE Protocol
      • FATCA: A new global risk
      • ISDA® structure
    • Accounting
      • FAS 133
      • IAS 39
    • Need for documentation and functional analysis
      • Financial provisions: Confirmations and definition booklets
      • Legal, credit and trading relationship: Master agreement
        • Evolution of documentation: 1977- 2011
        • Architecture of documents
        • Fitting together the ISDA components
        • One master for all products/ offices?
    • Confirmations
      • Oral trades, confirmations and confirmation process
      • Backlogs
      • Electronic confirmations
      • Confirmation worksho
    • ISDA® Master Agreement (provision-by-provision)
      • Sections 1-4
    • ISDA® Master Agreement
      • Sections 5-6
        • Grounds and procedures for termination
        • How to calculate close-out values

    Cases: Nuova Safim, ANZ/Societe Generale, High Risk, Peregrine I and II, TXU/Enron, Marine/ Pioneer and Brysons

    • ISDA® Master Agreement:
      Section 7
      • Concepts
      • ISDA® forms
        • Novation Protocol
      • Negotiated terminations
    • ISDA® Master Agreement:
      Section 8-14
    • Completing the schedule
    • Credit enhancement
      • Guarantees
      • Collateral
      • Rehypothecation
      • Partial
    • ISDA® Credit Support
      • CSAs
      • Disputes

    Module 2 - Equity & Credit Derivatives – Legal Issues & Documentation

    • Equity derivatives: The market and products
      • The market
      • Forms and uses
      • Other uses
        • Equity-funding deposit swap
        • Takeover legislation

    Case: Perry

    • Employee offering

    Case: Marconi

      • Equity share derivatives
      • Equity index derivatives
    • 2002 ISDA® equity derivatives definitions
      • Products; the dealing market
      • Trading (hedge disruptions)
      • Index events
      • Extraordinary events (mergers, recapitalizations, etc)
      • Fallbacks
      • Knock-in/out events
      • additional disruption events; hedging issues
      • Calculation agent; determining party
      • Additional representations and acknowledgements
      • Master equity derivatives confirmation agreements
    • 2011 ISDA® equity derivatives definitions
      • Modular approach
      • Structure
        • Main book
        • Appendix
        • Transaction Matrix
        • T-Supp (confirmation)
      • Drafting devices
      • Legs
      • Primary features
        • Swap
        • Option
        • Forward
      • Underliers
      • Exchanges
      • Days and dates
        • Scheduled etc
      • Market disruption events
        • Pricing and settlement
      • Extraordinary events
      • Additional disruption events
      • Cancellation amount
      • Calculation dispute resolution procedure
    • Barrier features
      • Knock-in/out prices
    • Credit derivatives
      • Overview of market
      • Default swaps
      • Baskets: Leverage or diversification
      • Uses
        • Hedging
        • Investment
        • Capital reduction
      • Physical and cash settlement
    • 2003 ISDA® credit derivatives definitions – overview
      • Reference entity
      • Credit events (obligations and credit event): Issues
      • Physical and cash settlement: Issues
      • Dealing market choices: Compromise; standard
      • Indexes

    2009 ISDA® protocols and fundamental changes

    • Lookbacks and pricing
    • Determination committees
    • Auctions

    Module 3 - Legal Issues in Derivatives Linked to Loans, Structured Notes & Structured Issuers

    • Derivatives linked to investments and loans
      • Price arbitrage
        • Asset swaps
        • Bond issues
      • Change rate basis of loan
      • Currency option built into loan
      • Project financing
      • Common threads
    • Principles of structured derivatives
      • Tricks
      • Embedded derivatives: Principal protected/unprotected
      • Issuing vehicles: Programme issuers, SPVs and rating agencies
      • Caveats: Recharacterisation and reputational risks
    • Structured notes
      • Indexed security; tracker bonds/ certificates of deposit
      • Reverse floaters and PERLS: Embedded swap
        • Leverage
      • Credit linked notes: Embedded credit default swap
        • Broad selections
        • Exposures

    Case study workshop: Deconstructing complex notes

    • Common issues
      • Calculation agent
      • Prohibited transactions
      • Hedging and self-dealing
      • Disclosure
      • Tax issues
    • Structured issuers
      • SPV issues
        • Credit supplied independent of originator
      • Rating agency requirements

    Case: Enron structures

      • Monetized put and call: Deferred sale of securities
        • Hedge issues
      • Transformer companies
      • Repackaging: Yield enhanced note based on asset swaps
        • Clean, yield-enhance note; complexity at issuer level
        • Credit issues
    • Synthetic securitisation
      • CMOs, CLOs, CBOs and CDOs
      • “Traditional” vs. synthetic securitisation - considerations
      • Risk transfer mechanisms
      • Credit loss determination
      • Allocation of losses
      • Documentation issues
    • Issues in relation to the ISDA® Master Agreement
      • Rating agency requirements
      • Termination close-out calculations: Default or external illegality or tax
        • Commonly overlooked issues
      • Programme issuers: Note payments on an unanticipated early termination?
        • Commonly overlooked exposures
    • Suitability and misrepresentation
      • Transparency of pricing, hedge risk and liquidity


    • Bankers Trust cases, Kwiatkowski, Caiola, Eternity, Korea Life
    • PERLS and Puglisi
    • Springwell and SunTrust/ PowTel
    • Peekay
      • Enron related lawsuits and administrative proceedings
        • Reputational issues
      • FSA: Treating customers fairly
      • EU: “Producer” liability and pricing disclosure
      • New US proposals
      • Asian issues

    Module 4 - The Dodd-Frank Act, EU Derivatives Regulation & Central Counterparties

    • Key developments pre-2008: standardisation
      • Dealer dominance
      • Transaction facilitators: DTCC, Markit, Creditex
      • Master confirmation agreements
      • The 2005 Fed initiative and its aftermath
      • The credit default swap market: Indices and protocols
      • Electronic platforms
    • Prime brokers
      • Description and issues
      • Duration
      • Give-up and compensation agreements
    • The financial crisis of 2008
      • What caused it?
        • US real estate
        • Asset-backed securities
        • CDOs
        • Fannie Mae and Freddie Mac
        • Modelling and rating agencies
        • Banks: Moral hazard
      • The non-role of derivatives
        • AIG FP
      • The visceral response
    • The Dodd-Frank Act
      • Overview
        • Jurisdictional responsibilities
        • New regulatory entities with overlapping jurisdiction
      • CFTC and/or SEC registration requirements
        • Derivative clearing organizations
        • The swap-pushout
      • Risk management and prudential requirements
        • The Volcker Rule
      • Business conduct rules and duties towards “victim” class; whistleblowers
      • Application to foreign banks and US subsidiaries of foreign entities
    • The rules
      • CFTC
      • SEC
    • Insert
    • ISDA August Protocol
      • Dealers'response to Dodd-Frank
    • Banking regulation
      • Jurisdictional responsibilities
      • Substantive changes
    • European regulation
      • Background
      • EU level vs. National supervisors
      • Emerging regulation
    • Basel III
      • Integration with regulatory schemes
    • Central Counterparties (CCPs)
      • Europe
      • US
    • CCP: Structural case studies
      • Formal incorporation and regulation
      • Risk committee
      • Documentation
      • Relationships: Who is your counterparty?
      • Margining
      • Guaranty funds


    • Issues
      • Lack of flexibility
      • Oligopoly
      • Concentration of risk
      • Legal jurisdiction
      • Liquidity
    • Questions and recap

    This course is an objective and impartial analysis of ISDA® documentation.

    Why us

    We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.

    We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:

    • Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
    • Track record – we have delivered training solutions for 95% of worlds’ top 100 banks and have trained over 250,000 professionals.
    • Knowledge – our 150 strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
    • Reliability – if we promise it, we deliver it. We have delivered over 20,000 events both in person and online, using simultaneous translation to delegates from over 180 countries.
    • Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 96% on service and 95% on product