M3:  Legal Issues in Derivatives Linked to Loans, Structured Notes & Structured Issuers

1 day 29 Sep 2017, Singapore Singapore $2,290.00 Download brochure Add to basket

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This course represents module 3 of the Derivatives Documentation School.


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.

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Day 1


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 

Project Financing Linked to Derivatives 
  • Different strucures 

Principles of Structured Derivatives 
  • Tricks 
  • Embedded derivatives: principal protected/unprotected 
  • Issuing vehicles: program 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

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 
  • 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 
  • Program issuers: note payments on an unanticipated early termination? 
    -  Commonly overlooked exposures 

Suitability and Misrepresentation in Structured Transactions 
  • Transparency of pricing, hedge risk and liquidity 
  • Bankers Trust cases, Caiola, Korea Life 
  • PERLS and Puglisi 
  • Springwell 
  • Peekay 
  • Enron related lawsuits and administrative proceedings 
    -  Reputational issues 
  • EU: “producer” liability and pricing disclosure 

Questions and Discussion 

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