Overview

We are a global practice and one of the only firms with a leading derivatives practice in London, New York and continental Europe (in particular in Germany), as well as a strong derivatives practice in Hong Kong. We have acted on derivatives matters for almost the entire “Phase 1, 2 and 3” derivatives dealer groups (the 35+ group of financial institutions with over USD 1.5 trillion of notional derivatives). We also have a stellar buy-side client base comprising hedge funds, asset managers, pension funds, insurance companies and multinationals

Amongst its many awards, our team was declared European Law Firm of the Year at the 2018 GlobalCapital Derivatives Awards. The practice was previously declared European Law Firm of the Year in 2015, 2016 and 2017; and Americas Law Firm of the Year 2016, 2017 and 2018; as well as being commended in the “Complexity and Scale” category of the FT Innovative Lawyers Report: Europe in 2018 and the "Legal Expertise: Managing Complexity & Scale (International)" category in the Financial Times, Asia-Pacific Innovative Lawyers 2017 Report.

Chambers UK said that the practice "has its finger on the pulse with ISDA and transatlantic regulatory work"; and provides "military-style turnaround, good value and a deep bench". The UK Legal 500 says that the practice “has not only significant scale and genuine cross-discipline expertise, but also a mindset that builds relationships and a commitment to giving high-quality advice.”  and that “fast responses and excellent value give clients great confidence in Mayer Brown”. The USA Legal 500 says that the practice has “played a significant role in assisting banks and trade organizations with adjusting to new US regulatory requirements”. and that the “the team also acts for major industry associations and has provided opinions on novel points of regulatory interpretation”. Chambers Asia says that our team “demonstrates a high level of proficiency and skill across the board.”

We advise on complex OTC and structured credit, equity, fx and commodity derivatives (see also Areas of Focus: Structured Products, and CDOs and CLOs) as well as insurance and pensions-linked derivative structures (see also Areas of Focus: Pension De-Risking and Longevity Solutions). 

A large part of Mayer Brown's practice is devoted to helping the industry respond to changes in the US derivatives market brought about by the European Market Infrastructure Regulation (EMIR) and the Dodd-Frank Act (see Related Areas: Derivatives Regulation; and Uncleared Derivatives Initial Margin Projects). We also advise on distressed derivatives and enforcement, together with our litigators and insolvency colleagues.  

Derivatives Regulation: Uncleared Derivatives Initial Margin Projects
Between 2016 to 2020, the EU’s EMIR Margin RTS, US Dodd-Frank Act and other key global regulations are phasing-in a requirement for counterparties, with more than $/EUR 8 billion (or equivalent) gross notional amount of uncleared OTC derivatives, to collect Initial Margin or “IM”, from other similarly affected  counterparties. As the margin must be segregated, these arrangements are called “IM Seg” requirements. 

This is being introduced in five phases. Phase 1, which took effect in September 2016 and February 2017, obliged counterparties to post and receive IM with similar affected Counterparties, where both had a gross notional amount of derivatives over $/€3 trillion.   Phase 2 and Phase 3 captured Counterparties having a gross notional amount of derivatives over $/€2.25 trillion and $/€1.5 trillion respectively.  Phase 4 ($/€0.75 trillion) and Phase 5 ($/€8 billion) could bring over 70 and 1200 Counterparty Groups respectively.

The volume and complexity of legal agreements that require negotiation in advance of September 2020 presents an almost unprecedented challenge to participants in the derivatives market.

To meet that challenge, affected organisations will need to have access to:

  • global legal and regulatory advisory capability; and
  • large scale outreach and IM negotiation capability.

Mayer Brown and DRS have created IMpact2: a compelling cost effective service providing high quality regulatory advice and legal analysis by Mayer Brown implementing the right IM infrastructure; together with cutting edge execution from DRS.   

IMpact2 brings those two disciplines together in one co-ordinated and comprehensive solution, combining Mayer Brown’s global derivatives practice with DRS’s outsourced contract management service.

As part of this service, Mayer Brown  provides:

  • Template and playbook development: preparation of template IM Documentation; and preparation and maintenance of negotiation “playbooks”;
  • Advice on complex/bespoke issues: consideration of complex or bespoke (i.e. non-playbook) legal and regulatory issues arising during IM negotiations; and
  • Post-completion assurance: drafting compliance/legal memorandums (if required);  assisting with registration obligations (if required).

DRS, for its part provides:

  • Paralegal Operations:  creation of IM draft contracts; outreach & chasing; review of client amendments; creation of revised drafts; creation of execution copies; and maintenance of DMS/project data;
  • Legal Review: to validate output of Paralegal team; ,manage escalation to Stakeholders; and ensure playbook compliance;
  • Liaison: liaison with Mayer Brown and in-house legal teams and training;
  • Process Management Outsourcing: process management; production of management information; SLA/KPI monitoring and resource management.

Please see our IMpact2 brochure [provide link] for further credentials and background; and our episodes from our Initial Margin for Uncleared Derivatives in 2019 and 2020 [link here and link here] video series, and/or contact Edmund Parker [link here] to discuss your needs.

Derivatives: Industry Representation
We frequently represent ISDA, including multiple ongoing representations, and have been involved in every major initiative by ISDA in response to the Dodd-Frank Act. Mayer Brown has represented ISDA and IHS Markit in connection with the development of ISDA Amend, since the launch of this web-based platform in 2012. This joint venture has revolutionized the way market participants use ISDA protocols and documentation. 

We represented ISDA in the structuring and drafting of ISDA protocols and new ISDA published documentation in response to the new wave of derivatives regulation and have rendered legal opinions to ISDA on its recent variation margin and resolution stay protocols. In addition, our team rendered the collateral provider and collateral taker insolvency memoranda on ISDA’s new margin documentation, which will underpin swap dealers’ legal diligence efforts to establish compliance with certain requirements under the margin rules. 

The margin opinions mentioned above supplement principal insolvency opinions authored by Mayer Brown lawyers and published by ISDA in support of netting for capital and credit purposes. Netting is the mechanism that has allowed the over-the-counter market to achieve its present size and strength. In conjunction with this effort, our Derivatives & Structured Products practice works for a variety of institutions (including the Association of German Banks) preparing netting and insolvency advice with respect to special counterparties and transactional situations, such as trading with supranational institutions or government-sponsored enterprises in conservatorship. 

We also represent the Association of German Banks on document solutions for IM and indirect clearing. 

We represented six Phase 1 swap dealers in connection with their responses to margin regulations for uncleared derivatives being adopted by regulators around the globe. These representations were wide in scope and ranged from assisting swap dealers with complete overhauls of their current ISDA credit support documentation to devising strategies to address internal business, credit and operational issues caused by the margin regulations. 

We have also represented these same dealers in connection with the development of new products intended to address some of the market changes brought about by the new margin regulations. Clients frequently praise our cross-practice integration, exemplified by our derivatives and litigation teams’ joint representation of 11 leading dealers and asset managers as their advocate on the ISDA Determinations Committee’s first-ever external review.

Highlights

Accolades

MPF Awards 2019
Mayer Brown recognized in Best Philanthropy Engagement category

The UK Legal 500 2019

Mayer Brown’s derivatives practice “has not only significant scale and genuine cross-discipline expertise, but also a mindset that builds relationships and a commitment to giving high-quality advice.”

IFLR1000 2019
Ranked for Capital Markets: Derivatives – United States

Global Capital 2018 Derivatives Awards
Won European Law Firm of the Year (Transactional); and Americas Law Firm of the Year (Overall). Nominated for Global Law Firm of the Year”

Global Capital 2018 Derivatives Awards
Won Americas Law Firm of the Year – Overall.

GlobalCapital Derivatives Awards 2017 
Won US Law Firm of the Year (Regulatory)
Won European Law Firm of the Year (Transactional) 

International Bond Deal of the Year and Financial Institutions Financing Deal of the Year for 2017
Represented Turkiye Vakiflar Bankasi A.S. in connection with a EUR 500 million first-ever covered bond issuance by a Turkish bank. The team in London assisted the bank with the related hedging arrangements, which involved complex front and back swap arrangements aimed at eliminating any Turkish lira convertibility risk for the covered bondholders. We also had to ensure compliance of the transaction documentation with the criteria established both by the Turkish Capital Markets Board and Moody’s.

Financial Times, Asia-Pacific Innovative Lawyers 2017 Report
Nominated for our advice in "Legal Expertise: Managing Complexity & Scale (International)" in relation to the Myingyan Power Project in Myanmar. We are advising the lenders to Sembcorp, the successful bidder with respect to the Myingyan 225-MW gas-fired power project, Myanmar’s first internationally competitively tendered power project, on the hedging aspects of the transaction.

GlobalCapital Derivatives Awards 2016
Won European Law Firm of the Year (Regulatory)
Won US Law Firm of the Year (Regulatory)
Nominated for Global Law Firm of the Year 

Global
Chambers
What the team is known for:
Enjoys an outstanding reputation for its securitization practice, particularly in the USA. Offers expert advice across a range of asset classes, including mortgage-backed securities and auto loan transactions. Also well recognized for its derivatives offering. Attracts praise for its pan-European operations.

Strengths
Clients commend the team for its expertise in this area, noting that "they are one of the premier shops I work with, always good and clear advice."

The department is also complimented for its "superb timing" and "great quality."

United States
Chambers – US
What the team is known for:

Frequently provides regulatory advice to trade associations, asset managers and ISDA on issues concerning Dodd-Frank and the Volcker Rule. Also handles extensive transactional work for banking clients and offers notable recent experience advising on the netting process. Works closely with colleagues from the securitization, leveraged finance, bankruptcy and litigation teams in providing clients with a comprehensive service.

Strengths
Clients praise the team's "cutting-edge legal advice," noting that its lawyers "explain complicated concepts comprehensibly."

Legal 500 
Working out of the firm’s New York and Chicago offices, Mayer Brown’s highly regarded structured finance team prides itself on its cross-border securitization capabilities, and is especially strong in handling CLO transactions. The team also advised multiple issuers and underwriters on Reg AB II shelf registrations.

Europe
Legal 500 – UK
Mayer Brown International LLP 'has an excellent team and the quality of its work is consistently good' says one client, who notes that 'the firm has not only significant scale and genuine cross-discipline expertise, but also a mindset that builds relationships and a commitment to giving high-quality advice.' Another client views the firm as 'the very best at what they do if you are willing to look outside the Magic Circle.' Its London team works closely with the firm's offices in New York, Europe and Hong Kong, which have strong derivatives capability, to provide a global service to clients. The firm has a strong buy-side client base that includes hedge funds, asset managers, pension funds, insurance companies and multinational corporations, and it regularly acts for industry body ISDA.

Legal 500 – Germany 
Traditionally strong in the auto loans and leasing segments, Mayer Brown LLP continues to advise on multiple transactions in true sale securitizations and asset-based lending business. The firm also covers the regulatory aspects of structured financial products and all aspects of OTC derivatives and clearing. Patrick Scholl is also recommended.

Chambers – UK
What the team is known for:

Represents purchasers on a range of structured finance and derivatives deals. Offers specialist advice on private securitizations, including CMBS, RMBS and auto loan transactions. Focuses on buy-side matters for a client base that includes leading hedge and private equity funds.

Strengths
"They are one of the premier shops I work with, always good and clear advice."
"They are an incredible securitization outfit."

Chambers – Germany
What the team is known for:
Versatile capital markets practice with a solid footing in the securitization and derivatives market. Receives regular instructions on structured products issuances and regulatory-driven derivatives matters. Additionally active in DCM, assisting with debt issuance programs, including high-yield offerings. Mainly works for domestic and international financial institutions. Has expanded its offering over the last year with a number of lateral hires.

Strengths
"The firm works in a very concentrated manner and produces good memos within tight deadlines, in terms of both content and style."

"The teams work effectively across different legal disciplines and have a comprehensive knowledge. They are reliable and flexible."

Asia
Legal 500 – Hong Kong
 
Mayer Brown has a strong global platform in this segment and a flourishing derivatives and structured finance practice in Hong Kong. The group is active in fund-related matters and has close connections to large PRC banks, bulge-bracket international banks, non-bank financial institutions and PRC-based asset managers.