Structured Finance

Mayer Brown, a leading global law firm, was recognized as a top law firm in the Reactions Insurance and Reinsurance Legal Survey 2013, a key industry benchmark highlighting the best insurance and reinsurance law firms globally. Mayer Brown was ranked among the top three law firms within three insurance and reinsurance-related categories in the North America region.

Banking & Finance partner Paul Forrester (Chicago) is quoted on how planned risk-retention rules could affect the collateralized loan obligation market in the US.

The US Commodity Futures Trading Commission has issued a release containing a final exemptive order and proposing for public comment additional guidance regarding the cross-border regulation of swaps.

Banking & Finance partner Paul Forrester (Chicago) is quoted in an article discussing the US asset-backed security market outlook for 2013.

On November 16, 2012, under specific authority granted under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the US Secretary of the Treasury (Secretary) issued the long-awaited final determination (Determination), which states that physically settled “foreign exchange swaps” (FX Swaps) and “foreign exchange forwards” (FX Forwards) are exempt from the definition of “swap” and not subject to many of the swap requirements under the Commodity Exchange Act (CEA).

The Internal Revenue Service and the US Department of Treasury have issued “Announcement 2012-42: Timelines for Due Diligence and Other Requirements under FATCA” (the Announcement).

A bylined article co-authored by Banking & Finance partner Paul Forrester (Chicago) summarizes the recent activity in US structured finance markets and comments on the potential impact of various pending regulatory initiatives that may affect the future prospects for these markets.

Banking & Finance partner Jon Van Gorp (Chicago) is quoted on the first “so-called” real estate owned-to-rental securitizations in the US.

In Bayerische Landesbank, New York Branch and Bayerische Landesbank, plaintiffs-appellants v. Aladdin Capital Management LLC, defendant-appellee,¹ the US Court of Appeals for the Second Circuit considered whether the manager of a synthetic collateralized debt obligation transaction (CDO) owed any direct obligations or duties under the related portfolio management agreement (PMA) to the plaintiffs, as investors in the CDO. The defendant was the manager under the PMA.

Mayer Brown, a leading global law firm, announced today that the firm was ranked as top issuer counsel for US asset-backed securities/mortgage-backed securities deals in Asset-Backed Alert’s midyear rankings. Mayer Brown ranked in first place with a total of 26 deals with a total value of $21.9 billion (1H-12 issuance) and 18 deals with a total value of $14.5 billion (1H-11 issuance).

Mayer Brown, a leading global law firm, announced today that the 2012 edition of Chambers USA: America’s Leading Lawyers for Business ranked 124 of its lawyers, with 149 total rankings, in 51 nationwide and/or state practice categories. Of these, 38 rankings are top-band or higher rankings in 25 nationwide and/or state categories.

Mayer Brown, a leading global law firm, announced today that the 2012 edition of Legal 500 United States ranked the firm’s practices in 32 categories, including top-tier rankings in six categories. The publication also lists 16 Mayer Brown partners as "Leading Lawyers" in their practice categories.

Mayer Brown, a leading global law firm, announced today that Barbara M. Goodstein has joined the firm in New York as a partner in the Banking & Finance practice. Previously, she was a partner with Dewey & LeBoeuf in New York.

Mayer Brown, a leading global law firm, announced today that Richard B. (Ricky) Spitzer has joined the firm in New York as a partner in the Insurance Finance Group and the Banking & Finance practice. Previously, he was a partner in the corporate finance practice at Dewey & LeBoeuf.

Mayer Brown is a runner up in the Stuctured Finance and Securitisation Deal of the Year category.

Although securitisation in China dates back to the 1990s, transactions done in the early days were hampered by a lack of legal infrastructure. With the promulgation by the People's Bank of China (the "PBOC") and the China Banking Regulatory Commission (the "CBRC") of the Measures on the Administration of Credit Asset-backed Securitisation Pilot Programme (the "Securitisation Pilot Measures") on 20 April 2005, many of the issues previously restricting the development of securitisation in China were addressed.

Mayer Brown JSM announced that the 2012 edition of Legal 500 Asia Pacific ranked the firm's practices in 31 categories, including top-tier rankings in 13 categories.

Mayer Brown, a leading global law firm, announced today that seven of its partners were named “Best Lawyers 2012 Lawyers of the Year” in their respective practice categories and office cities.

Die Bankenaufsicht wurde im Zuge der Finanzmarktkrise tiefgreifend reformiert. Im Mittelpunkt sowohl der fachlichen als auch der politischen Debatte standen dabei insbesondere die Eigenkapitalanforderungen, die Europäisierung bzw. Internationalisierung der Aufsichtslandschaft sowie die Frage, wie Finanzinstitute im Krisenfall restrukturiert werden können.

On August 31, 2011, the United States Securities and Exchange Commission (SEC), in Release No. IC-29779 (Release) provides advance notice of a proposed rulemaking for proposed amendments to Rule 3a-7 under the Investment Company Act of 1940 (ICA or 40 Act). Simultaneously, the SEC proposed to withdraw its earlier 2008 proposal to amend Rule 3a-7, which was published at 73 FR 40124 (July 11, 2008). The revisions were proposed, at least in part, to satisfy Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which generally requires that references to credit ratings in the SEC’s rules and regulations be reviewed by the SEC and, if practicable, replaced with substitute standards of creditworthiness.

On August 17, 2011, the US Securities and Exchange Commission (the “SEC”) issued final rules (the “Final Rules”)1 regarding the suspension of the duty of issuers of asset-backed securities (ABS) to file reports under the Securities Exchange Act of 1934 (the “Exchange Act Reports”).2 The Final Rules were adopted pursuant to Section 942(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).3

On April 8, 2011, the Internal Revenue Service (the “IRS”) released Notice 2011-34 (the “Notice”) regarding reporting and withholding requirements pursuant to FATCA1 (sections 1471 through 1474 of the Internal Revenue Code (the “Code”)).2 The Notice supplements preliminary guidance regarding the implementation of FATCA published in Notice 2010-60.3

A securitization with poorly originated assets can spread risk over an entire banking system or even the worldwide financial system. One result of the economic crisis has been massive regulation of the US financial markets. But does this federal action address the dark side of securitization or does it paint with too wide a brush? In What to Look for in Securitization Regulation in 2011, Mayer Brown partner Jason Kravitt examines whether instituted and proposed reforms are likely to accomplish their allotted tasks or instead deprive our economy of the benefits that securitization can bring.

On March 3, 2011, the US Securities and Exchange Commission (SEC), in Release No. 33-9193; IC-29592, proposed removing references to credit ratings from nationally recognized statistical rating agencies (NRSROs) in certain of its rules and forms under the Investment Company Act of 1940, as amended (the Investment Company Act). The SEC proposed the revisions pursuant to Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act).

On February 9, 2011, the United States Securities and Exchange Commission (SEC), in Release No. 33-9186; 34-63874, proposed removing references to credit ratings from nationally recognized statistical rating agencies (NRSROs) in certain of its rules and forms under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1034, as amended (the Exchange Act). The SEC proposed the revisions pursuant to Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and this proposal is the first of several intended rules to implement these requirements.1

On January 20, 2011, the US Securities and Exchange Commission (the “SEC”) issued final rules requiring the issuer in a registered public offering of asset-backed securities to perform a due diligence review of the assets being securitized in that transaction and to disclose the nature of such review in the prospectus (the “Final Rules”). The rules were required by Section 945 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

On January 20, 2011, the US Securities and Exchange Commission issued final rules imposing extensive and potentially onerous reporting and disclosure requirements on issuers with respect to past and future repurchase or replacement activity arising from breaches of representations and warranties made in securitization transactions.

Chicago Banking & Finance partner Paul Forrester quoted on the FDIC’s claim that trust preferred security (TruPS) helped fuel the financial crisis.

The Federal Deposit Insurance Corporation (FDIC) has announced that the agenda for its board meeting next Tuesday, January 18, 2011, will include discussion regarding a “Final Rule Implementing Certain Orderly Liquidation Authority Provisions of the Dodd-Frank Act.”

On December 16, 2010, the Basel Committee on Banking Supervision (Committee) released the final text of the Basel III package of capital and liquidity reforms, which were originally proposed in December 2009, were modified and elaborated upon in subsequent releases in July and September 2010, and were endorsed by the G20 leaders in November 2010. Because most of the key elements of the Basel III package had been agreed upon and announced prior to release of the final text (including the new minimum capital requirements and phase-in arrangements announced in September), the release is in many respects anti-climactic.

In early December 2010, Judge Preska of the Southern District Court of New York dismissed federal claims against Merrill Lynch and other related parties based on the plaintiffs’ failure to adequately plead that alleged misstatements and manipulative conduct proximately caused plaintiffs’ losses. In re Merrill Lynch Auction Rate Securities Litigation, No. 09MD2030 (S.D.N.Y. 2010). The claims alleged securities fraud involving auction rate securities (ARS).

On November 9, 2010, in the action entitled In re Citigroup Inc. Securities Litigation, 09-md-02070, 2010 U.S. Dist. LEXIS 119274 (S.D.N.Y. Nov. 9, 2010), Judge Sidney H. Stein ruled on motions to dismiss a putative class action complaint against Citigroup and 14 of its officers and directors alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The judge allowed the action to continue but limited the claims and reduced the number of defendants.

Pursuant to the authority contained in Section 763(g) of the Dodd-Frank Act, the US Securities and Exchange Commission (SEC) in Release 34-63236 has proposed a new Rule 9j-1 under the Securities Exchange Act of 1934, as amended (Exchange Act). This new rule extends the general anti-fraud and anti-manipulation provisions of the federal securities laws to explicitly reach misconduct that affects the exercise of any right or performance of any obligation (including required on-going payments and deliveries that the SEC believes characterize security-based swaps) under any security-based swap or the avoidance of such exercise or performance.

On September 27, 2010, the Board of the Federal Deposit Insurance Corporation (FDIC) adopted new safe harbors1 (the New Rules) relating to the treatment of securitizations (and participations2) in receivership or conservatorship of an insured depository institution (bank). The New Rules replace a prior safe harbor (the Original Rule) that had been rendered largely obsolete by changes in US generally accepted accounting principles (GAAP).3 Initially, we believe that the FDIC has provided workable new safe harbors for banks that want to use them. We particularly applaud the FDIC for the provisions of the New Rules relating to existing master trusts.

DEUTSCHE BANK’S proposal on September 12th to raise €9.8 billion ($12.7 billion) in capital might have been expected to spook stockmarkets. This, after all, was a bank that had got through the financial crisis without calling on the state or its shareholders. But the markets shrugged it off and instead cheered the announcement of new global capital rules by the Basel Committee on Banking Supervision. Both reactions may come to seem foolish.  The proposed share issue caused little fear because most of the money will be used to finance Deutsche Bank’s acquisition of the remaining 70% of Deutsche Postbank, which has Germany’s biggest retail branch network. Deutsche Bank reckons the tie-up will produce revenues and cost savings of almost €1 billion. The transaction is an important step in reducing overlap in Germany’s chronically unprofitable retail-banking industry. It will also make Deutsche Bank less reliant on investment banking. Yet Postbank is already causing indigestion: absorbing it will trim almost €8   billion in scarce capital from Deutsche Bank’s balance-sheet.

Chicago Banking & Finance partner Paul Forrester quoted on swaps-related trading and the tough new financial regulations in an article discussing speculative activities in commodities markets. Subscription required.

On August 20, 2010, the US Commodity and Futures Trading Commission (CFTC) and the US Securities and Exchange Commission (SEC) published their joint Advance Notice of Proposed Rulemaking (ANPR) in the Federal Register seeking public comments on the so-called “Key Definitions” of the Wall Street Transparency and Accountability Act (the Act), which is Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Specifically, the ANPR requests comments on the proposed definitions of the following terms:

On July 26, 2010, the Group of Governors and Heads of Supervision (Governors), the oversight body of the Basel Committee on Banking Supervision (Committee), announced “broad agreement” on the final terms of the Committee’s far-reaching “Basel III” package of capital and liquidity reforms proposed in December 2009.1 Although the overall structure and most of the key elements of the Basel III reforms remain intact, the Governors’ summary of the agreement reflects modifications in several key areas, including the definition of capital, the treatment of counterparty credit risk, elements of the new global leverage ratio, new regulatory capital buffers, mitigation of systemic risk and the new global liquidity standards. Critical details relating to calibration and the implementation schedule for the Basel III reforms, which will have a significant impact on both US and non-US financial institutions, are expected to be announced at the next Governors’ meeting in September 2010, ahead of the November 2010 G-20 summit in Seoul.

Mayer Brown Banking & Finance practice partner Jason Kravitt quoted on how new financial regulation law will impact the credit rating industry.

The Dodd-Frank Wall Street Reform and Consumer Protection Act’s impact on the securitization markets will be significant. In fact, some provisions are already raising significant issues, as the market begins to digest the final terms of this landmark, voluminous legislation. Mayer Brown has already published a detailed summary and analysis of the Act, “Understanding the New Financial Reform Legislation.”

Mayer Brown LLP, a leading global law firm, announced today that the 2010 edition of Legal 500 United States ranks the firm’s practices in 22 categories, including top-tier rankings in four categories: Litigation – Supreme Court & Appellate; Tax, Domestic – Central; Tax Controversy; and Technology – Outsourcing. The publication also lists 16 Mayer Brown partners as “Leading Lawyers” in their practice categories.

On June 25, 2010, the House-Senate Conferees agreed to a final version of the “Volcker Rule.” Along with the rest of this historic financial reform legislation, it will now have to be approved by the House of Representatives and the Senate before it can go the President for signature.

Chicago Banking & Finance partner Paul Forrester is quoted about developments in the collateralised debt obligations markets. Subscription required.

Mayer Brown, a leading global law firm, has garnered a top ranking for legal advisors on asset-backed deals in the latest U.S. capital markets review issued by Thomson Reuters.

Mayer Brown, a leading global law firm, announced today that David Alberts joined its New York office as a partner in the Corporate & Securities practice and the Insurance Industry Group. His practice focuses on M&A, corporate finance, complex regulatory and structured finance in the insurance and reinsurance industries.

The US Securities and Exchange Commission (the Commission) has released an important and voluminous notice of proposed rulemaking1 (the NPR) relating to asset-backed securities (ABS). Comments on the NPR will be due 90 days after the NPR is published in the Federal Register. The Commission currently expects that the new requirements would apply only to ABS issued after the implementation date(s) for the changes that are ultimately adopted, which may be up to one year after the final rules are adopted.

The US Securities and Exchange Commission has released a massive rulemaking proposal relating to asset-backed securities (ABS). The broad categories of changes proposed include...

The State Administration for Industry and Commerce (the "SAIC") issued Circular 31 on 10 February 2010, as a further step in the development of foreign-invested partnerships ("FIPs") following its issuance of Circular 47, the Administrative Measures for the Registration of Foreign-invested Partnership Enterprises (the "Registration Measures"), in January 2010.

In December 2009, the US Securities and Exchange Commission (the Commission) amended its rules regulating nationally recognized statistical rating organizations (NRSROs). The compliance date of these new rules is June 2, 2010. This Update addresses some common questions facing issuers and underwriters as the June 2 compliance date approaches.

The Board of Directors of the Federal Deposit Insurance Corporation (FDIC) has approved an extension through September 30, 2010 of the FDIC’s rule (the “Safe Harbor”) relating to the treatment of securitizations in receivership or conservatorship (12 CF 360.6). As described in our December 21, 2009 update, "A Peek at the Future of the FDIC Securitization Safe Harbor," recent changes in US accounting standards for securitizations created uncertainty about the continuing availability of the portion of the Safe Harbor relating to the FDIC’s repudiation power.

Warren Loui quoted on TALF. “It would have been nice to extend (TALF) a while longer… It’s no secret that it bought stability and liquidity to the market and got people to invest at attractive returns,” he said.

Both Standard & Poor’s and Fitch have announced plans to add a special designation to their respective ratings of structured finance instruments. Each will be using the letters “SF,” though it appears Fitch will lower case them (sf).

Interview with Angela Ulum discusses her structured finance practice at Mayer Brown.

On 4 January 2010 the Prime Minister issued Decree No. 01/2010/ND-CP ("Decree 01") providing for both the private placement of shares by Vietnamese shareholding companies ("Offering Enterprise") and the administrative penalties for offences in relation to such private placement activities.

On December 17, 2009, the Basel Committee on Banking Supervision (the “Committee”) released for public comment a series of detailed and far-reaching proposals designed to strengthen the Basel II capital framework and improve the banking industry’s ability to withstand future financial and economic stress. The proposal, Strengthening the resilience of the banking sector (the “Capital Reform Proposal” or “Proposal”), constitutes a key element of the Committee’s effort to apply lessons learned from the recent financial crisis.

Q&A with James Patti discusses his structured finance practice at Mayer Brown.

Mayer Brown, a leading global law firm, represented the administrative agent and joint lead arrangers, CoBank, ACB and Rabobank International, in securing $1.75 billion in asset-based exit financing for Pilgrim’s Pride Corporation, the largest chicken producer in the US and Mexico.

On December 15, 2009, the Federal Deposit Insurance Corporation (FDIC) became the first of the US federal bank regulators to approve final rules responding to recent changes in US accounting standards for securitizations (see our June 22, 2009, Client Update, “Big Changes in Securitization Accounting”). The final rules are essentially identical to the rules proposed by the agencies late last summer. There are two primary consequences from the accounting changes.

A recent ruling by the United States District Court for the District of Massachusetts should cause all entities entering into engagement letters or other similar letters, including banks and other lenders, to carefully consider the language used in their standard form letters.

Paul Forrester quoted on credit default swaps protecting investors in Aiful’s debt.

Paul Forrester and Ed Parker quoted on Wall Street’s system for determining payments on derivatives linked to the debt of defaulted companies.

Paul Forrester quoted on consumer confidence in the Japanese derivatives market.

Paul Forrester quoted on the financial regulation reform bill, introduced by Senator Christopher Dodd, which states that contracts in the derivatives market would need to be cleared through central counterparties unless exempted by US regulators.

Paul Forrester quoted on whether privately traded derivative contracts should be cleared through a central clearinghouse.

Chapters "Over-the-counter (OTC) commodity derivatives", “Standard commodity derivative confirmations” and “Bullion Transactions”, and co-author of chapters on the "2005 ISDA Commodity Derivatives Definitions" and "The ISDA Suite of Commodity Derivatives Documentation". , Co-Author.

Commodity derivatives are financial instruments whose value is based on underlying commodities, such as oil, gas, metals, agricultural products and minerals. Other assets such as emissions trading credits, freight rates and even the weather can also underlie commodity derivatives.

Jason Kravitt quoted on how rating agencies will be affected by increased regulatory scrutiny of the derivatives industry.

We have previously written about legislative and regulatory developments facing the over-the-counter (OTC) derivatives market. These development include a number of bills introduced in Congress as well as the framework outlined by the Department of the Treasury in the June white paper, “Financial Regulatory Reform: A New Foundation,” for a new regulatory regime for OTC derivatives to be implemented by legislation.

On July 22, 2009, the Obama administration delivered proposed legislation to Congress that addresses several of the administration’s key policy objectives for the securitization markets. The proposed legislation is part of the follow-up on the administration’s June 17 report entitled “Financial Regulatory Reform: A New Foundation” (the “Report”). We summarize the proposed legislation below.

Mayer Brown, a leading global law firm, announced today that 178 of its lawyers are listed in the 2010 edition of “Best Lawyers in America.”

In July of 2009, the Securities and Exchange Commission proposed significant amendments to Rule 2a-7, the rule that regulates money market funds. Issued in response to the severe problems that money market funds have experienced since the fall of 2007, the proposed amendments affect many aspects of Rule 2a-7, including its requirements relating to portfolio quality, maturity, liquidity and diversification.

The Race Discrimination Ordinance ("RDO") comes into force today, 10 July 2009. This is the same day as the final version of the Code of Practice on Employment under the Race Discrimination Ordinance is published on the Equal Opportunities Commission ("EOC") website!

A United States person1 with a financial interest in, or signature authority over, “foreign financial accounts,” may be required to file a “Report of Foreign Bank and Financial Accounts” (Form TD F 90-22.1, or “FBAR”). As we discussed in our previous Client Alert on this topic (available here), the US Internal Revenue Service has apparently interpreted this term broadly, as including all vehicles for which investments are made on a pooled basis (e.g., to include mutual funds and hedge funds).

The Financial Accounting Standards Board (FASB) has finalized the much-anticipated amendments to its Statement 140 and Interpretation 46(R). The amendments to Statement 140 are set out in Statement 166, which changes the accounting standards that determine whether a transfer of receivables in a securitization or otherwise should be treated as a sale or as a financing.

The Obama Administration has released a detailed proposal to change the financial services regulatory regime in the United States. The “white paper,” entitled “Financial Regulatory Reform: A New Foundation,” calls for the most significant overhaul of the American financial regulatory landscape since the Great Depression and is intended to mitigate or forestall future financial crises.

Mayer Brown LLP, a leading global law firm, announced today that 124 of its attorneys are ranked in the 2009 edition of Chambers USA: America’s Leading Lawyers for Business, including 32 who achieved top-band ranking or higher in 26 national and/or state categories.

TALF is designed to restart primary issuance in the asset-backed securities (ABS) markets, which have played a critical role in funding consumer finance in recent years but have been “virtually shuttered” since October. It is hoped that reopening these markets as a source of funding and liquidity for lenders will increase the availability of credit to consumers and small businesses and, in turn, stimulate the broader economy.

The over-the-counter (OTC) derivatives market is increasingly the focus of the U.S. legislative agenda. While the flurry of bills and pronouncements have done little to add substance to that framework, they have made one thing abundantly clear: OTC derivatives will be subject to a new regulatory landscape. One common thread among all is transparency; however, the road to achieving that is rife with blind corners.

Germany's new Mortgage Bond Act came into force on March 26, 2009 and it will be accompanied by a series of changes to other legislation governing the capital markets. In addition to the comprehensive changes introduced by the Mortgage Bond Act, the German Banking Act (or KWG) will also be amended to take into account changes to the regulation of the Refinance Register.

Upon the implementation of the Act to Develop Mortgage Bond Law on March 26, 2009 an entire package of novations will be introduced into several acts governing the capital markets. Apart from the particularly comprehensive novations in the Mortgage Bond Act, the German Banking Act (Kreditwesengesetz, “KWG”), inter alia, will be amended and supplemented by new matters of facts within the context of regulations concerning the refinance register (“Refinance Register”).

Mayer Brown, a leading global law firm, advised on three deals that received awards from International Financial Law Review (IFLR) in the IFLR 2009 Americas Awards competition. The awards recognized Mayer Brown’s work on the winning Securitization Deal of the Year, Private Equity Deal of the Year and Project Finance Deal of the Year.

Since our latest Client Update on the Term Asset-Backed Securities Loan Facility (TALF), the program has evolved in important ways. For example, on Thursday, March 19, the Federal Reserve Board expanded the set of eligible collateral for TALF loans to include securities backed by four additional asset categories:

March 10, 2009 – Mayer Brown, a leading global law firm, announced today that 55 of its attorneys are ranked in the 2009 edition of Chambers Global: The World’s Leading Lawyers for Business, including 13 who achieved top-band ranking or higher in 11 regional and/or global categories.

25 February 2009 – Several key UK and European banks and mortgage lenders and leading ratings agencies have approved a set of guiding securitisation principles, the Residential Mortgage-Backed Securities (RMBS) Issuer Principles for Transparency and Disclosure, designed to govern reporting standards and improve transparency in the securitisation industry. Leading international law firm Mayer Brown has been counsel advising the European Securitisation Forum (ESF) on the formulation of these principles for RMBS.

Paul Jorissen quoted on the $1 trillion program aimed at revitalizing lending to consumers and businesses, saying that expanding the program shows that federal officials realize how important securitization is.

On January 29, 2009, a bill was introduced in the US Senate which, if it becomes law, would require certain private investment funds with $50 million or more in assets, or assets under management, to register with the US Securities and Exchange Commission as investment companies, to make significant public disclosures and to establish anti-money laundering programs. Even issuers that fall below the $50 million threshold would be subject to some new requirements.

16 January 2009 - Leading international law firm Mayer Brown has advised JP Morgan Chase on a complex asset-based lending transaction involving 17 jurisdictions for global fashion designer and retailer Liz Claiborne Inc. and its subsidiaries.

Is a credit default swap ("CDS") a contract of insurance? This question was resolved in the negative some ten years ago in both London and New York, and most other financial centers have followed these leads.

29 September 2008 - Mergers and acquisitions serve as important instruments for companies to enter global markets. In 2007, worldwide merger and acquisition activity totaled $4.38 trillion. Major target companies include both privately held firms and state-owned enterprises in a variety of sectors, including telecommunications, financial services, health care, energy, and transportation.

As a direct response to the turbulent market conditions and events over the past week, JSM has formed a dedicated Special Situations Group which includes selected partners and consultants who are experienced practitioners in restructuring & insolvency, distressed assets, structured finance, securitisation, private investment funds, regulatory, enforcement and litigation, M&As and employment.

19 September 2008 - The Financial Accounting Standards Board (FASB) has published exposure drafts of proposed amendments to FASB’s Statement 140 and Interpretation 46(R). The comment deadline for both exposure drafts is November 14, 2008. For calendar year reporting entities, the proposed amendments would take effect on January 1, 2010. FASB has also published an exposure draft of an FASB staff position (FSP) that would require additional disclosures relating to variable interest entities (a term that includes special purpose entities (SPEs) used in securitizations), pending effectiveness of the other amendments.

August 2008 - New applications for stranded-cost securitization in the fossil-fuelled power sector.

July 2008 - The financial foundations for a thriving CEE securitisation market already exist.

8 July 2008 - The Federal Deposit Insurance Corporation (FDIC) and the United Kingdom's Financial Services Authority (FSA) signed a memorandum of understanding (MOU) on June 25, 2008, providing for increased information-sharing and coordinated regulatory efforts to address future emergency situations in connection with cross-border banking activities.

11 June 2008 - AGA Medical Corporation (AGA), a privately-held, US medical device manufacturer, and Faro Technologies Inc. (Faro), a public company specializing in computerized measurement devices and software, have agreed to pay $2 million and $1.1 million in criminal penalties.

4 June 2008 - In a decision issued on May 23, 2008, the mortgage loan repo market scored its second important victory in the American Home Mortgage bankruptcy case.

17 April 2008 - Leading international law firm Mayer Brown has been instructed by Neville Kahn, Nicholas Dargan and Mark Adams of Deloitte and Touche LLP to act for them as joint receivers of Golden Key Ltd. (in receivership), a Structured Investment Vehicle (SIV).

The U.S. Securities and Exchange Commission (the "SEC") has adopted rules that allow foreign private issuers to include in their SEC fillings financial statements that are prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Boards (IASB), without reconciliation to U.S. general accepted accounting principles (U.S. GAAP).

March 2008

2003 - This article provides an overview of the 2003 ISDA Credit Derivatives Definitions.
This article was first published in and is reproduced with the kind permission of PLC Magazine, February 2008

16 January 2008 - The Securities and Exchange Commission has adopted amendments to Rule 144 under the Securities Act of 1933, and certain related rules, that are intended to increase the liquidity of restricted securities and decrease the cost of cost of capital for all companies without compromising investor protection (Release 33-8869).

3 December 2007 - As carbon emission themes and alternative energy sources such as biofuels and wind power make global headlines, governments and the business sector are focusing on climate change policies.
This article was first published in and is reproduced with the kind permission of Financial News, 3 December 2007

On December 6, 2007 the Internal Revenue Services (the "Services") issued Revenue Procedure 2007-72 (the "Revenue Procedure") which favorably addresses the tax effects of certain modifications, as described in more detail below, made to subprime mortgage loans held by securitization vehicles after December 6, 2007 and on or before July 31, 2010.

7 December 2007 - International law firm Mayer Brown has been named "Securitisation Law Firm of the Year" at the Global Derivatives and Securitisation Awards 2007 in recognition of groundbreaking work undertaken by the London, Frankfurt and Paris securitisation lawyers over the last year. The awards honoured the people, companies and deals that have made an impact on the European securitisation market. The event was held on 28 November at the Millennium Hotel, London.

20 November 2007 - In recent years, the credit default swap market has grown dramatically. According to the International Swaps and Derivatives Association, in the frst six months of 2007 alone, the notional amount of outstanding CDS contracts grew from $26 trillion to $45.5 trillion, a 75 percent year -on-year increase.

Leading international law firm Mayer Brown is pleased to announce that Carlos Echave, former Director and Legal Counsel of the European Securitisation Forum (ESF), joined the firm on Monday, 5 November 2007. Carlos has a wealth of experience working in regulatory and securitisation fields, both as a lawyer at Linklaters and Freshfields Bruckhaus Deringer in Madrid and more recently with the ESF.

27 October 2007 - Bankers following the Italian covered bond market finally had reason to smile when minister of the economy and finance, Tommaso Padoa-Schioppa, validated decree 310 of December 14 2006, and then when the Bank of Italy introduced more flexible regulations for the market in May 2007.

Credit default swaps, or "CDS" as they are commonly known, have emerged from virtual obscurity only five years ago to become a multitrillion dollar market today.

11 July 2007 - In spite of its small population compared with other Eastern European countries, Georgia is a fast-growing market economy with substantial potential. The favorable Georgian banking environment and the significant growth of the country's mortgage and consumer loan markets will support banks entering into securitization transactions.

11 July 2007 - It is likely that due to the outstanding growth of residential mortgage and unsecured consumer lending during the last few years, Slovakia will experience first securitisation transactions soon.

11 July 2007 - Poland has an established special securitisation framework created by the Banking Act and the Law on Investment funds. Its aim is to facilitate Polish bank loan securitisations by Polish securitisation funds. According to this special legislation, securitisations of Non-Performing Loans (NPL) are also permitted.

11 July 2007 - It is likely that a securitisation transaction in Serbia will take place soon. The following factors might support the Serbian banks in entering into securitisation transactions: (i) the favourable Serbian banking environment, (ii) outstanding growth in Serbia of mortgage and SME loans, (iii) strong competition among Serbian banks, (iv) existing lending caps, and (v) the banks' aim to refinance with foreign capital markets.

Mayer, Brown, Rowe & Maw LLP is pleased to announce that Elana Hahn, a structured finance and capital markets lawyer specialising in securitisation, has joined the firm as a partner in its London Finance Group. She joins the team from the London office of Milbank, Tweed, Hadley & McCloy LLP on 2 July 2007.

June 2007 - It is likely that due to its large population and the outstanding growth of residential mortgage lending during the last few years, Romania will experience its first securitisation transactions of residential mortgage loans this year.

It is likely that due to its large population and the outstanding growth of residential mortgage lending during the last few years, Romania will experience its first securitisation transactions of residential mortgage loans this year.

May 2007 - Edmund Parker, a partner in Mayer, Brown, Rowe & Maw LLP's Finance Group, discusses the release by ISDA (the dominant derivatives trade association) of its 2007 Property Index Derivatives Definitions and template confirmations and asks whether they will be the killer application that the property derivatives market has been waiting for.

New York Attorney General Andrew Cuomo announced his intention to investigate the practices of subprime lenders at a news conference on March 15.

ISDA is set to release its first set of property derivatives definitions and standardised confirmation documentation, covering total return swaps and forward contracts based on property indices.
This article is reproduced with the kind permission of International Financing Review, April 2007

As Romania has one of the largest populations in Eastern Europe, it is likely that Romania will become attractive for existing and future flow securitisation based on the significant increase of commercial and consumer lending during the last decade.

Slovenia has not experienced any securitisation transaction of existing or future funds flows yet. However, there is significant originator interest and potential for doing securitisations with Slovenian assets, such as auto loans, consumer and mortgage credits SME-loans, as well as off-shore credit card remittances.

HOME CREDIT Securitisation, an example of an off-shore credit card conduit securitisation transaction, has shown that the Czech financial market is suitable for cross-border securitisations.

Although the legal system of the Ukraine may need some changes in order to become more securitisation-friendly, cross-border securitisations are already possible under Ukrainian law.

It is likely that a securitisation transaction in Serbia will take place soon. The following factors might support the Serbian banks in entering into securitisation transactions.

It is expected that Croatia will adopt a special securitisation law sometime during the second half of 2007, and a government working group is currently preparing draft legislation with the objective of producing specific laws facilitating on-shore securitisation transactions.

29 January 2007 - The Frankfurt Office of Mayer, Brown, Rowe & Maw advised Lone Star on Bluebonnet Finance, the €1.35bn first German NPL securitisation backed by a portfolio of non performing, sub-performing and non-strategic mortgage loans.

A US publication.

This note provides an overview of the 2003 ISDA Credit Derivatives Definitions (the 2003 Definitions).