US regulatory issues—structured products and securitisation

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Term Loan B facilities

This Practice Note discusses Term Loan B (TLB) facilities which frequently appear as a tranche of senior facilities in syndicated loans in leveraged...

Common financial covenants

This Practice Note explains certain common financial covenants used in commercial finance transactions including:•minimum net worth test•gearing...

Foreign exchange (FX) derivatives

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

Real property mortgage: single company chargor—bilateral—specific monies

This Deed is made on [insert day and month] 20[insert year]Parties1[Insert name of Chargor], a company incorporated in England and Wales with...

Practice notes

Types of debt securities

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

9th Nov

Practice notes

Fixed and floating charges

There are four main types of security available under English law: •mortgage•charge•pledge, and•lienThis Practice Note explains:•the nature of a...

9th Nov

Practice notes

Loan Market Association (LMA) leveraged documentation

Development of the Loan Market Association (LMA) documentationThe project to develop the LMA investment grade documents began in 1998 as a response to...

9th Nov

Practice notes

ISDA definitions

The vast majority of derivative transactions are documented by standard documentation developed and published by the International Swaps and...

9th Nov

In-house

Practice notes

Drafting and negotiating the facility agreement

This Practice Note covers the typical structure of facility agreements and the key terms and provisions that will be included. It examines the process...

9th Nov

Practice notes

Overdrafts, term loans and revolving credit facilities

This Practice Note explains the features of three common types of loan facility:•overdrafts•term loans, and•revolving credit facilities (RCFs)It also...

9th Nov

In-house

Practice notes

Events of default

This Practice Note considers:•the purpose of events of default included in facility agreements•common events of default relating to borrowers and...

9th Nov

COVID-19

In-house

Practice notes

The facility agent

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

9th Nov

Practice notes

Subordination

Subordination is a way of changing the priority of claims against a debtor so that one creditor or group of creditors (the junior creditor(s)) agree...

9th Nov

Practice notes

Hot topics for Banking & Finance lawyers

This Practice Note lists hot topics (with links to the appropriate materials) that may be of interest to Banking & Finance lawyers. It is updated...

9th Nov

Practice notes

Floating charges—advantages and disadvantages

Summary of advantages and disadvantages of the floating chargeThis Practice Note discusses the advantages and disadvantages of taking a floating as...

9th Nov

Practice notes

Market disruption clauses in facility agreements

In summary, a market disruption clause sets out how interest is calculated for a loan if a lender’s cost of funding the loan is in excess of London...

9th Nov

Practice notes

Borrowing base facilities—structure, key terms and risks

What is a borrowing base facility?Borrowing base facilities ('BB Facilities') are a type of trade finance. They are working capital credit facilities...

Produced in partnership with Dentons UK and Middle East LLP 9th Nov

Precedents

Guarantee and indemnity: cross guarantee from group companies—bilateral—all monies

This Deed of guarantee and indemnity is made on [insert day and month] 20[insert year]Parties1[Insert name of Guarantor], a company incorporated in...

9th Nov

Precedents

Director’s certificate for a bilateral loan: borrower

[insert date]To:[insert full name and address of lender]Dear [insert full name of lender]I am a director of [insert full name of borrower] (the...

9th Nov

Practice notes

Project finance—key finance documents

Documents for a typical project finance transaction can be split into three broad categories:•finance documents—the finance documents govern the debt...

9th Nov

Most recent US regulatory issues—structured products and securitisation content

Practice notes

US regulation of structured products and securitisation—one minute guide

The principal United States (US) regulators and regulations that govern structured products and securitisations issuing outside of the US are set out...

25th Nov

Practice notes

Clearing obligations: central clearing process and the role of clearing houses

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

Produced in partnership with Chrys Carey of Morrison & Foerster and Peter Green of Morrison & Foerster 25th Nov

Practice notes

A comparison of EMIR and Title VII of the Dodd-Frank Act

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

Produced in partnership with Peter Green, Lewis Lee and Chrys Carey of Morrison & Foester LLP 25th Nov

Practice notes

Dodd-Frank tracker—key legislation for Financial Services [Archived]

STOP PRESS: The Financial Choice Act, which was passed in US House of Representatives on June 2017 seeks in large part to undo many of the restrictive...

18th Nov

Practice notes

USA—Introduction to the Securities Exchange Act of 1934 and the Securities Act of 1933

Background and purposes of the Securities Exchange ActThe Securities Exchange Act of 1934 (the Exchange Act or the 34 Act) was enacted on June 6,...

Produced in partnership with Tom O’Neill of Herbert Smith Freehills 18th Nov

Practice notes

Understanding the impact of Dodd-Frank on financial derivatives

Background to the Dodd-Frank ActFollowing the financial crisis of the US capital markets in 2008, the Dodd-Frank Wall Street Reform and Consumer...

18th Nov

Practice notes

Dodd-Frank Act—overview for non-US lawyers—essentials

This Practice Note is intended to give non-US legal practitioners a degree of familiarity with the Dodd-Frank Wall Street Reform and Consumer...

Produced in partnership with Dwight Smith of Covington & Burling LLP 18th Nov

Practice notes

FATCA in the UK—securitisation vehicles

Background to FATCAFATCA is so-called because it derives from the Foreign Account Tax Compliance provisions in Subtitle A of Title V (offset...

Produced in partnership with Tamara Box (Partner), Angelo Ciavarella (Partner), Caspar Fox (Partner), Annette Beresford (Senior Associate) and Simon Hugo (Senior Associate) of Reed Smith LLP 18th Nov

Practice notes

Tax—FATCA tracker

This tax 'tracker' tool displays the current status of both US FATCA and UK FATCA intergovernmental agreements (IGA).The tracker is split into five...

18th Nov

Practice notes

US: Foreign Account Tax Compliance Act (FATCA)—summary

The Hiring Incentives to Restore Employment Act (the HIRE Act) include provisions that give the US Internal Revenue Service (the IRS) administrative...

Produced in partnership with John Narducci (Partner) and Stephen C Lessard (Associate) of Orrick, Herrington & Sutcliffe LLP 18th Nov

Q&As

For the purposes of applying the foreign private adviser exemption under Rule 202(a)(30) of the Investment Advisers Act of 1940, which includes having fewer than 15 clients in the US, how does one determine whether the beneficiary of a fund counts as a ‘client in the US’?

With respect to the foreign private adviser exemption for purposes of applying the clients and investors threshold, an adviser generally must count as...

17th Nov