Derivatives and structured finance in France

Allen & Overy LLP

Allen & Overy LLP’s wide-ranging practice has strong skill sets across all key structured finance asset classes, with an impressive track record in innovative and pathfinder structures. The group has a full-service approach to derivatives matters and routinely works alongside the firm’s tax, restructuring, insurance and securities regulatory teams to provide comprehensive product advice. Office managing partner Hervé Ekué heads the derivatives practice in Paris and advises on jurisdictional over-the-counter derivative transactions and those admitted to clearing houses. On the securitisation front, the team stands out for its ‘unparalleled expertise’. Fabrice Faure-Dauphin oversees securitisation and covered bonds activity in Paris and advises on an array of securitised asset classes, covered bonds structures and bank balance sheet funding structures. Other key names include senior associate Caroline Marion and counsel Clément Saudo.

Practice head(s):

Hervé Ékué; Fabrice Faure-Dauphin

Testimonials

They have unparalleled legal expertise in the context of French market securitisation transactions.’

Exceptional technical skills, extraordinary knowledge of the capital markets, dedicated partners with absolute availability and international market visibility.’

The team stands out for its high-quality work, personal involvement and professional skills, including when it comes down to tight deadlines and execution of complex transactions.

Their lawyers have always proven to be very cost-efficient, extraordinarily sharp and to-the-point, but also very pleasant to work with.’

An excellent team, very reactive and solution-driven. Very high quality of legal analysis.’

Hervé Ékué — excellent advisor, always available and provides analysis that is always remarkable.’

Partner Fabrice Faure-Dauphin and senior associate Caroline Marion always meet our expectations, and exceed them. Very good co-ordination between the members of the team.’

Fabrice Faure-Dauphin brings a great mix of technical and negotiation skills, as well as commercial perspective to deals. He always looks out for the best interests of his clients and is able to distinguish between major and minor issues. He is one of the major players.

Key clients

Areva S.A.

Barclays

BNP Paribas

Crédit Agricole CIB

Crédit Suisse

Compagnie Générale de Crédits aux Particuliers (Crédipar)

Goldman Sachs International

Natixis

Nomura International plc

Société Générale

Work highlights

  • Advised Citigroup on the French law aspects of the transfer of part of its derivatives business to France.
  • Assisted Banco Santander, as arranger, and Banco Santander, HSBC and Société Générale, as joint lead managers, with the €510m issuance of senior and junior notes by Auto ABS French Leases 2018, backed by French auto leases originated by Crédipar.
  • Advised Crédipar, as originator, on the renewal and restructuring of the Auto ABS French LT Leases Master securitisation programme.

Clifford Chance

Clifford Chance’s comprehensive structured finance practice spans the full suite of securitisations, repackaging, derivatives and factoring, with growing activity in the use of structured finance techniques to access alternative market funding. Leveraging its ability to draw upon French, English and US lawyers, the group is also distinguished by its handling of a significant volume of transactions governed under foreign law. It also consistently works alongside other departments in the firm to advise on multi-disciplinary deals. Jonathan Lewis leads the structured finance team and counts financial institutions, supranational organisations, European institutions, corporates and private equity funds among his clients. Julien Rocherieux, noted as a ‘talented younger partner’, is also a key contact for transactional matters. Frédérick Lacroix heads the regulatory side of the practice.

Practice head(s):

Jonathan Lewis; Julien Rocherieux; Frédérick Lacroix

Testimonials

They provide high-quality advice thanks to a very professional and experienced team.’

They have a strong track record In this market so they can find solutions by making parallels with precedents.

Talented younger partner Julien Rocherieux is diligent and pragmatic, being able to balance technical knowledge with the ability to explain it to somebody who does not yet have that knowledge.

Key clients

Crédit Agricole

Natixis

My Money Bank

CIC

Credipar

EBRD

EIB

EIF

IFC/World Bank

Banco Santander

Deutsche Bank

Credit Suisse

Banque Internationale à Luxembourg

AXA

CNP Assurances

Carrefour

Constellium

Rexel

Elior

XPO

Ingram Micro

Ostrum Asset Management

Mirova

Kartesia

Montefiore

Meridiam

Primonial

Zencap Asset Management

Schroder

Work highlights

  • Advised Crédit Agricole Corporate and Investment Bank, as agent and arranger, and Ester Finance Titrisation, as purchaser, on the setting-up of a new off-balance sheet insured trade receivables assignment programme for a UK car manufacturer.
  • Advised Crédit Agricole Corporate and Investment Bank and Ester Finance Titrisation on the extension and restructuring of the off-balance sheet trade receivables securitisation for a leading global energy company.
  • Acted for the European Investment Fund on a range of matters, including on the roll-out of the SME Initiative to Italy, Spain, Malta, Bulgaria, Romania and Finland.

CMS

CMS has an established track record in complex structured finance matters, in both national and cross-border transactions. Among its sweet spots, the group shines in securitisations, covered bonds and trade receivables, with robust supplementary expertise in regulatory matters. Grégory Benteux leads the securitisation and structured finance practice and regularly advises financial institutions, and their clients, on securitisation programmes and covered bond vehicles. Marc-Etienne Sébire heads the capital markets group and is recognised for his experience in structured derivatives products.

Practice head(s):

Grégory Benteux; Marc-Etienne Sébire

Gide Loyrette Nouel A.A.R.P.I.

Gide Loyrette Nouel A.A.R.P.I.’s structured finance practice forms a key part of one of the largest banking and finance offerings in France. The team is best known for its experience in equity derivatives and risk management transactions, where it routinely represents French and multinational banks, financial sponsors and companies. Among its other strong suits, the firm also houses robust expertise in securitisation and covered bonds. Xavier Chassin de Kergommeaux is an ‘outstanding lawyer’ and is sought after by French building societies and public-sector loan companies for his specialist knowledge in asset-backed finance, securitisations, covered bonds and structured finance. Arnaud Duhamel jointly heads the practice alongside de Kergommeaux and has a focus on equity derivative transactions and equity financings. Laurent Vincent, who made partner in 2020, is held up for his ‘spectacular expertise on all derivative documentations’.

Practice head(s):

Arnaud Duhamel; Xavier Chassin de Kergommeaux

Testimonials

The team provides a comprehensive service, from audit to negotiation of derivatives products, through to more general financing matters such as structured finance, capital markets and securitisation.

They are an excellent day-to-day legal partner for a corporate.’

They listen a lot to the clients and are available when needed. When there is a very specific question, they are able to find the right person very quickly.

Solid and recognised expertise. Clear about what they know and what they don’t know. Very reliable advisors providing tailor-made solutions to their clients.

They always find availability to work, even with short deadlines, and the quality is always there.’

Xavier Chassin de Kergommeaux is an outstanding lawyer.

Arnaud Duhamel has a very business-oriented and customer-focused approach.’

Laurent Vincent has spectacular expertise on all derivative documentations (French and UK), FBF and ISDA.

I work a lot with Laurent Vincent and I find him very accessible for people who are not in the law field. He is able to explain issues in very simple words and makes contracts as simple as possible. He also takes a position.

Key clients

Société Générale

Idinvest Partners SE

BNP Paribas

Crédit Agricole CIB

Natixis

UniCredit Bank AG

SCOR Investment Partners SE

Europcar Group

Bank of America Merrill Lynch

Deutsche Bank

Work highlights

  • Advised Arélia on derivatives matters connected to the refinancing of the new Paris Courthouse.
  • Acted for Société Ivoirienne de Raffinage (SIR) and the Republic of Côte d’Ivoire on the refinancing of SIR’s debt of €577m, including the related hedging aspects

Hogan Lovells (Paris) LLP

Hogan Lovells (Paris) LLP’s structured finance team ‘creates benchmarks in the market’. The broad practice also stands out for its cross-border experience and ‘great knowledge of multi-country securitisation transactions’, with its French and UK law capability positioning it as a key player in English law-governed deals. The team’s specific industry expertise is another significant component of the practice and it maintains a focus on the insurance, energy, automotive and transportation sectors. Sharon Lewis is global head of the financial institutions group and advises on derivatives, securitisations, repackaging and other structured products. Additional contacts include Katia Merlini and counsel Laura Asbati. Baptiste Gelpi joined Reed Smith in April 2020.

Practice head(s):

Sharon Lewis

Testimonials

Their capital markets practice is innovative and creates benchmarks in the market and, most importantly, provides us with commercially viable structures in the increasingly regulated international markets, making them essential when you want to undertake a transaction in France.

Team members communicate well with others; they are very responsive and work collaboratively for better efficiency. They share responsibility and are accountable to each other.’

Hogan Lovells’ securitisation teams in Amsterdam, Frankfurt, London and Paris are very keen, constructive and able to solve problems.

Great knowledge of multi-country securitisation transactions, the technicalities of complex transactions and asset specifics.

We value lawyers’ commitment and ability to manage and co-ordinate transactions with numerous parties.’

Laura Asbati has been very helpful and is down to earth and good to work with.

Laura Asbati demonstrates a balance between being academically up-to-speed and fully aware of the latest developments, as well as being pragmatic about the available business solutions. She is also easily reachable and a pleasure to work with.

Key clients

LeasePlan

BRED Banque Populaire

NEoT Green Mobility

Amundi Asset Management

Aumazo Incorporated

Work highlights

  • Advised NEoT Green Mobility on a ‘whole business’ securitisation, in which Crédit Agricole Corporate and Investment Bank acted as arranger and lender.
  • Advised Bred Banque Populaire on a residential mortgage-backed security securitisation through the establishment of the eighth compartment of the French securitisation debt fund known as ‘ELIDE’, worth €1.4bn
  • Acted for LeasePlan on the setting-up of the first public securitisation of lease and related residual value receivables originated by its French subsidiary, LeasePlan France.

Jones Day

Jones Day covers the spectrum of structured finance deals, with strong showings in derivatives, securitisations, covered bonds and debt funds. Equally adept in bank- and corporate-side work, key clients include French and global financial institutions and major companies. Alongside its transactional capability, the firm houses a first-class regulatory offering recognised for its strong links to regulators. Most notably, it recently advised the ISDA on the publication of the first civil law-governed ISDA Master Agreement — global banking, finance and securities co-chair Alban Caillemer du Ferrage led that work. Key figure Christine Van Gallebaert handles a wide range of structured finance matters and is best known for her securitisation expertise. Qian Hu has a strong regulatory angle to her practice but also advises on complex transactions.

Practice head(s):

Alban Caillemer du Ferrage; Qian Hu; Christine Van Gallebaert

Key clients

Safran

HSBC

Natixis

Roche Bobois

Carmat SA

Kalray S.A.

Cellectis

Bryan Garnier & Co Ltd

Total S.A.

Sanofi

BNP Paribas Asset Management

Crédit Immobilier de France Developpement

BPCE

Credit Agricole CIB

Work highlights

  • Advised the International Swaps and Derivatives Association on the publication of the first civil law-governed ISDA Master Agreement, in the context of Brexit.
  • Assisted Crédit Agricole Corporate and Investment Bank with the €2bn divestiture by Vivendi of its stake in Ubisoft through equity derivatives and a block trade.
  • Advised Crédit Agricole Corporate and Investment Bank on covered bond issuances, as part of the €35bn covered bond programme of Credit Agricole Home Loan SFH.

Latham & Watkins

Latham & Watkins is distinguished by its strength in innovative, resource-heavy transactions as well as in complex regulatory and contentious matters. Leveraging its ability to cover French, UK and US law, the team also shines in multi-jurisdictional deals. A broad sector focus ensures it is well versed across all the core asset classes, with its recent experience spanning CLO transactions, derivatives, trade receivable securitisations and multi-layered event-driven deals involving structured projects. Practice head Thomas Vogel is highly regarded and advises a mix of global financial institutions, investment managers, hedge funds and sovereign funds on structured finance and alternative investment structures. Counsel Suzana Sava-Montanari is ‘exceptionally effective’ and specialises in debt capital markets, structured finance and derivatives.

Practice head(s):

Thomas Vogel

Testimonials

The team provides high-quality advice at an acceptable price.’

We’ve worked with a few law firms in the credit risk transfer space, and I think that in terms of representing investors, Latham is by far the best.

Thomas Vogel and Suzana Sava-Montanari are very competent, experienced, smart and pleasant to work with.’

Suzana Sava-Montanari is incredible. On both drawn-out and highly compressed timelines she has excelled.

We can trust Suzana to be highly detail-oriented, spotting inconsistencies in mechanics that are often difficult to pick up and highlighting all issues for us to review from a commercial stand-point. At the same time, we also trust her judgement, and her insight on when to give and when to press.’

Suzana’s demeanour in negotiations is consistently one of calm, and of reasonableness, but also of firmness. These attributes, combined with keen organisational skills, consistent hard work, and availability to her clients, make Suzana exceptionally effective.’

Suzana is very much our favoured legal counsel for credit risk transfer transactions.’

Key clients

Goldman Sachs

BAML (France)

Deutsche Bank

Natixis

TOTAL

AXA France

Aviva France

Air Liquide

Club Med

Mariner Investments

Cairn Capital

Magnetar Capital

Al Mirqab Holdings

Ado Properties

Work highlights

  • Acted for Goldman Sachs International on a €200m accelerated share buy-back with guaranteed discount with Wendel via a derivative share repurchase agreement.
  • Advised Total on negotiating its clearing infrastructure documentation for several trading entities of the Total group with its clearing broker, BNP Paribas.
  • Advised Air Liquide on a global derivatives advisory project covering over 25 jurisdictions.

Linklaters

Linklaters routinely advises corporates and financial institutions on structured finance and derivatives matters, with its practice slightly more weighted towards the latter. The firm’s global corporate finance prowess marks it as a popular choice for cross-border transactions and also translates into an impressive roster of multinational, as well as French clients. Areas of expertise include residential and commercial mortgage-backed securities, asset-backed securities, project bonds and covered bonds. Patrice Doat heads the practice and counts investment banks, private equity and debt funds, fintech companies and asset managers among his clients. Luis Roth, who heads the capital market practice in Paris, is also a key contact for structured finance.

Practice head(s):

Patrice Doat

Key clients

Natixis S. A.

J.P. Morgan Securities plc

Electro Power Systems

Citigroup Global Markets

Crédit Agricole Corporate and Investment Bank

Cegedim S.A.

Société Générale

Orrick Rambaud Martel

Orrick Rambaud Martel is held up by many as ‘probably the best team in the Paris securitisation market’ and is regularly called upon to assist with innovative and highly structured transactions. It also packs a punch on the regulatory front. Europe finance head Hervé Touraine splits his time between Paris and Geneva and recently demonstrated the team’s regulatory credentials by chairing a committee established by the Securitisation Commission of Paris to reform the finance industry. Aside from its premier securitisation offering, the group also handles a steady stream of structured finance and debt capital markets matters. Olivier Bernard is another key contact and stands out for his ‘remarkable expertise in securitisations’.

Practice head(s):

Hervé Touraine

Testimonials

We retain this team for our most complex files because they bring real added value. This is probably the best team in the Paris securitisation market.’

The whole team is experienced, proactive and strong. It delivers high-quality legal documentation on time.

Very efficient and rigorous team that has a very good knowledge of the marketplace.

By far the best securitisation team in Paris in terms of expertise and efficiency.’

Good knowledge of multi-country securitisations and the technicalities of complex transactions, combined with the ability to manage and co-ordinate transactions with numerous parties.’

Since Hervé Touraine and Olivier Bernard joined Orrick, they have assisted us with our securitisation and covered bond transactions, as well as regulatory issues concerning securitisations. The team brings real expertise, know-how and solutions to complex subjects, and has an excellent knowledge of the legal and regulatory aspects, as well as the market.

Hervé and Olivier are excellent lawyers — very technical and fine connoisseurs of the market. They know how to make themselves available and bring solutions in difficult situations. An interesting point is that they are also interchangeable because there is no competition between them and they keep themselves informed of their respective files.’

Olivier Bernard is a partner with remarkable availability and sangfroid.’

Olivier Bernard is always available, finds solutions, and draws upon an excellent record of previous deals and negotiations, which is very useful.’

Olivier Bernard has remarkable expertise in securitisations, dealing with top and cutting-edge transactions.’

Olivier is an excellent negotiator and has become a partner essential to our activity.’

Key clients

BNP Paribas

Crédit Agricole Corporate and Investment Bank (CACIB)

La Banque Postale

BPCE

Morgan Stanley

SANEF

Natixis

Crédit Agricole Consumer Finance

Work highlights

  • Advised BPCE and Natixis, as joint arrangers, on the first public residential mortgage-backed securities transaction by Groupe BPCE, via a securitisation mutual fund named BPCE Home Loans FCT 2018, which has acquired a portfolio of residential loans totalling around €1.1bn.
  • Acted for BPCE, as arranger, on the update of the BPCE Master Home Loans FCT, the €50bn residential mortgage-backed securities programme.
  • Advised Axa Banque, as sponsor, and Natixis, as arranger, on the establishment of a €10bn French covered bonds vehicle, Axa Home Loan SFH, and its EMTN programme

Dentons

Practice head(s):

Julien Bacus; Pascal Jouannic

Testimonials

The team I work with is headed by Julien Bacus. His team is responsive and cost effective.

Julien himself brings vast experience through his prior roles in both London and Paris. Julien is a commercially focused French derivatives lawyer. He understands the products and the market and importantly the pressures faced by in house counsel.

True partner-level dedication. Pascal Jouannic is one of the best lawyers of his generation.

A team that has been constituted from some of the best professionals in the industry.

Key clients

BPCE

Caisse des dépôts et consignations (CDC)

Charterhouse Capital Partners

Credit Suisse

Ellipse Project Consulting

European Federation of Energy Traders

Hello Paris (RATP & Keolis)

HSBC

Natixis

Société Générale

Vinci

Work highlights

  • Advising the EFET (European Federation of Energy Traders) on the enforceability of contractual standards governing derivative transactions in electricity and gas.
  •   Advising Vinci Airports on the public–private partnership concession for Belgrade’s airport.
  • Advising Keolis RATP Dev on the financing of the exploitation of the direct CDG Express rail link between Paris-Gare de l’Est train station and Paris-Charles de Gaulle airport.  

Herbert Smith Freehills LLP

Practice head(s):

Vincent Hatton; Louis de Longeaux

Key clients

CNP Assurances

Natixis

African Development Bank

Ausy

Itau BB International

JCDecaux

Aviva Investors

Crédit Agricole Corporate & Investment Banking

Ester Finance Titrisation

Crédit Agricole Leasing & Factoring

Crédit Foncier de France (BPCE/NATIXIS Group)

Demica

Société Générale

BNP Paribas Asset Management UK Ltd

La Banque Postale

Barclays

Edebex

Itau BB International

XPO Logistics (ex-Norbert Dentressangle)

Crédit Agricole Consumer Finance

Bpifrance

LINPAC

Euler Hermes

M&G Investments

Maghreb Titrisation

Intesa Sanpaolo Bank

Banque Thémis

Intrum Justifia

Willis Towers Watson Public Limited Company

XPO Logistics

AGCO Ltd

BESV (Banque Espirito Santo Et De La Venetie)

Tikehau Investment Management

Kramer Levin Naftalis & Frankel LLP

Practice head(s):

Gilles Kolifrath; Gilles Saint Marc

Testimonials

Excellent, rigour and compassion in particular of Pierre Appremont and Arnaud Guerrin.

Key clients

Natixis

IFC

Negbasis

Ardian

ANZ

ISDA

Caceis Bank

Aviva Investors

CIF

AFG

Standard Chartered

ALSTOM

Ostrum

Tikehau Investment Management

Acofi Gestion

M Capital Partners

Kepler Cheuvreux IFE

Eiffel Investment Group

Lyxor International Asset Management

Swen Capital Partners

BPCE Vie

Delta AM

Work highlights

  • Advised DEXIA/CNP on the ISDA 2018 US Resolution Stay Protocol.
  • Advising CNP on Brexit and negotiating the transfer of its derivatives portfolio.
  • Advising AG2R La Mondiale on Brexit and negotiating the transfer of its stock lending agreements.

White & Case LLP

Practice head(s):

Philippe Herbelin

Key clients

Barclays

Belfius Bank

BofA Merrill Lynch

BPCE

BNP Paribas

Citigroup

Crédit Agricole SA

Crédit Agricole CIB

Credit Mutuel Arkea

Credit Suisse

Deutsche Bank

Goldman Sachs

HSBC

J.P. Morgan

LCL

Natixis

Société Générale

UBS

Air France-KLM

Air Liquide

Atos

Casino

CGG

ENGIE

LVMH

Michelin

Novacap

Novasep

Peugeot

Plastic Omnium

SMCP

Sodexo

SPIE

SUEZ

Tereos

Vallourec

Vinci

Icade

Foncière INEA

Kaufman & Broad

Mercialys, Réside Etudes

3CIF

Agence France Locale

Agence des Participations de l’Etat

Compagnie de Financement Foncier

Republic of Cameroon

Republic of Gabon

AXA

Coface

Groupama

CNP Assurances

Work highlights

  • Advised Compagnie de Financement Foncier on the original establishment and the subsequent update of its €125bn Obligations Foncière programme. The programme is arranged by Deutsche Bank.
  • Advised Groupe BPCE on its €1.25bn senior preferred social bond and local economic development.
  • Assisted a leading French financial institution with its first synthetic SRT securitisation issued under French law.

De Pardieu Brocas Maffei

Practice head(s):

Corentin Coatalem

Testimonials

Very good technical and strong interpersonal skills.

Key clients

CA-CIB

SOCIETE GENERALE

BNP PARIBAS

LCL

NATIXIS

CREDIT DU NORD

BARCLAYS BANK PLC.

HSBC

INVIVO

BASTIDE

Work highlights

  • Acted for Credit Agricole Corporate and Investment Bank on the implementation of complex equity derivative products (swaps, repos, warrants).
  • Advised JC Decaux family holding (JCDH) on the implementation of equity derivative products (sale of puts) on Eurazeo.
  • Defending several banking institutions in structured loan and derivative product litigation.

Diametis AARPI

Practice head(s):

Jean-Pascal Brun

Key clients

Aviva Investors France

Rgreen Invest

Bred Banque Populaire

Allianz Global Investors GmbH (Allianz Group)

Yelloan

NH Hotels Group

Credit Agricole Consumer Finance (Credit Agricole Group)

MACIF

PREPAR IARD (BPCE Group)

PREPAR VIE (BPCE Group)

Tradewind Holding GmbH

MoneyCup / Wide Asset Management

Work highlights

  • Advising Rgreen Invest as the management company of a securitisation fund on the increase of the maximum amount of the programme up to €160m.
  • Advising Money Cup on its establishment as new management company of investment funds duly regulated by French regulator, Autorité des Marchés Financiers.
  • Advising Graitec Innovation as borrower, on a new credit facility agreement for purchasing new foreign corporate entities.