Structured finance: derivatives and structured products in United States
All lawyers in this section are based in New York unless stated otherwise.
Cadwalader, Wickersham & Taft LLP has 'a very deep understanding of structured products' and is considered by some to be 'one of the most commercially minded firms in the market'. Bringing together 'top-notch resources' in financial restructuring, taxation and capital markets regulations, the team is regularly involved in leveraged and margin financing, hedging and equity-linked derivative transactions, and also has considerable expertise in swaps and OTC regulations. Lary Stromfeld and Steven Lofchie are advising ISDA on the development of credit support documentation relating to new international standards for bilateral margin transparency for uncleared OTC derivatives. In the transactional space, Ray Shirazi and Brian Foster advised a number of major banks on over 14,000 structured product offerings in 2018. Additionally, Ivan Loncar and Richard Schetman are assisting multiple financial institutions with the development of structures to allow certain types of sovereign borrowers to borrow on a leveraged basis. Jeffrey Robins left the firm for Debevoise & Plimpton LLP, but Mark Chorazak joined from Simpson Thacher & Bartlett LLP and Jed Miller was promoted to partner in 2019.
Cleary Gottlieb Steen & Hamilton advises a number of industry associations on cleared derivative regulations, and has 'unparalleled expertise in agency transactions', where it has been especially active in equity deals such as forward hedging and accelerated share repurchase transactions. In one standout matter, Michael Dayan acted for Advance/Newhouse Partnership as counterparty to a collar plus revolving loan transaction, which was secured by six million exchangeable partnership units in Charter Communications Holding. Additionally, Dayan and David Lopez advised Credit Suisse International (CSI) on a variable forward transaction with De Agostini, and advised Credit Suisse Securities, as underwriter, on a related equity offering to establish CSI's hedge position in relation to the forward transaction. Another key figure is Colin Lloyd, who has expertise in crypto trading, and recently assisted Paxos Trust Company with the development of a blockchain trading platform for the settlement of gold bullion trading through the London OTC market. In the regulatory space, Lloyd and senior counsel Edward Rosen are advising SIFMA and Institute of International Bankers on issues arising from the harmonization of SEC and CFTC rules with respect to security-based swaps. Seth Grosshandler moved into a senior counsel role in 2018.
Davis Polk & Wardwell LLP
Leveraging longstanding relationships with many of the world's largest financial institutions, Davis Polk & Wardwell LLP is among the most active firms handling structured product issuances. In addition, the group acts for underwriters and initial purchasers in equity margin financing deals and hybrid securities offerings. Headed by John Brandow, the team has been particularly active in the convertibles market. In one example, Mark Mendez advised a group of initial purchasers on a $1bn 144A convertible note offering by Western Digital. Mendez also acted for the forward counterparties in relation to a forward sale agreement involving over 15 million common shares in Entergy Corporation. In the margin financing space, Ray Ibrahim advised the lending parties on a $3bn margin loan facility to Altaba HK, which was secured by a portion of Altaba's investment in Alibaba Group. Key figures in the structured product space include Christopher Schell and John Crowley. Acting for clients including Credit Suisse, JP Morgan and Morgan Stanley, the firm handled nearly 10,000 structured product issuances in 2018. Also in 2018, Mark DiFiore and Derek Walters were made partners.
With a number of high-profile partner and counsel hires in 2018, Mayer Brown strengthened what was already 'a creative and pragmatic team', which is well known for its expertise in 'complex derivatives-based products' and its 'excellent regulatory knowledge'. Clients in particular single out Anna Pinedo for her 'incredibly broad knowledge of corporate finance and securities regulations'; Pinedo is especially active in linked note transactions, but also handles structuring and regulatory mandates in connection with market infrastructure, from structuring proprietary indices to assisting clients with broker-dealer applications. The team also has relationships with several major Canadian banks, which it advises on structured note issuances. In the regulatory space, Curtis Doty is advising a number of prominent international banks of netting regulations and forex prime brokerage agreements. Doty is also engaged by ISDA and various multinational corporates, including Dow Chemical Company. Further, the team continues to advised a number of structured product issuers on hedging and proprietary trading matters. Also recommended is counsel Bradley Berman, who is 'very knowledgeable of structured products' and also 'understands the commercial issues driving a client's business'.
Allen & Overy LLP
Allen & Overy LLP's international capital markets team has an established reputation in financial regulation, but also has notable transactional experience, where it acts primarily for sell-side clients in cross-border OTC and interest rate derivative transactions. The team is jointly led by David Lucking and Deborah North, the latter of whom is advising clients including Goldman Sachs, Morgan Stanley and Citibank on the development of templates for certain total return swap transactions in order to comply with uncleared margin rules. North is also engaged by ISDA, which she has advised on issues associated with swaps and clearing regulations across the US and the EU. Lucking also has expertise across the spectrum of transactional and regulatory mandates; he is engaged by financial institutions and market infrastructure providers, and recently advised Deutsche Börse on certain regulatory aspects of its forex and metals trading business. Lucking also assisted PIMCO with a risk analysis regarding the discontinuation of the Libor rate.
Acting for buy-side and sell-side clients, Fried, Frank, Harris, Shriver & Jacobson LLP has experience of OTC and exchange-traded derivative transactions and also advises prominent asset managers and custody banks on the development and maintenance of trading agreements. Of particular note, Robert McLaughlin and Washington DC-based William Breslin acted for a number of corporate end-users in structured transactions involving real estate and corporate finance and M&A. Another key figure in the team is David Mitchell, who is advising a host of high-profile asset managers on regulatory issues, most recently concerning the interaction between evolving SEC and CFTC regulatory policies. The team is engaged by asset managers including Brookfield Asset Management and Goldman Sachs Asset Management, while end-user clients include Merck & Co, Permira and Humana.
Katten is primarily engaged by sell-side clients in OTC and exchange-traded derivatives matters, and has particular expertise in advising swap dealers on issues such as registration, reporting, ongoing trading matters and regulatory investigations. Headed by Arthur Hahn in the Chicago office, the department is also active in the commodities space and has experience advising clearinghouses and market exchanges. Guy Dempsey advised ICBC Standard Bank on its CFTC registration for the commencement of its swap-dealer business, and is also assisting Jefferies Derivative Products with the development of swap-dealer policies pursuant to new CFTC requirements. Additionally, Stanford Renas and Don Macbean advised Morgan Stanley Commodities on multiple long-term hedging transactions. Also recommended is special counsel Gary DeWaal, who has acted for broker-dealers and proprietary trading groups in relation to crypto-asset trading and clearing matters.
Latham & Watkins LLP has 'a deep bench of multidisciplinary experts' and is regarded by some of its peers as 'perhaps the market-leading equity derivatives group'. Indeed, the team is among the market's most active equity derivative groups on the issuer side and the manager side. Rafal Gawlowski is a key contact for equity-linked derivatives. Another figure in the team is Courtenay Myers Lima, 'a trusted business partner', who specializes in linked notes transactions. Myers Lima acted for Credit Suisse, as issuer, in multiple index-linked notes issuances, and also assisted several foreign banking groups with regulatory matters associated with their US operations. The team also has experience in the development of proprietary trading indices. Also recommended is Melissa Alwang, who specializes in leveraged finance.
Morgan, Lewis & Bockius LLP advises banks, asset managers and other market makers on a variety of regulatory flow matters, leveraged lending and trading activity, and also acts for corporate end-users in commodity and equity-linked derivative transactions. Of particular note, the team was involved in several equity forward deals in 2018. In one such example, Thomas D’Ambrosio advised Entergy Corporation on a public, underwritten offering of 15.3m shares of common stock, which is expected to yield over $1bn upon settlement of the forward transaction. D'Ambrosio also advises several prominent asset managers on margin regulations and associated insolvency issues. Washington DC-based Daniel Kleinman has advised clients on the enforceability of certain netting rights, while Michael Philipp in the Chicago office has advised financial institutions, foreign exchanges and clearing organizations on regulatory matters concerning exchange-traded and OTC derivatives. Boston-based Edwin Smith, who has experience of structured finance and bankruptcy, is another key contact.
Morrison & Foerster LLP acts for a variety of middle-market banks and market makers, which it advises on a variety of structured product and derivatives transactions and comprehensive US and cross-border regulatory matters. David Kaufman and of counsel James Schwartz advised Alexandria Real Estate Equities on forward transactions in connection with the company's issuances of common stock. Additionally, Kaufman and Washington DC-based of counsel Julian Hammar acted for corporates and major financial institutions in relation to various commodity-linked derivative transactions. Another key contact is Lloyd Harmetz, who is acting for Natixis in relation to various note offerings and proprietary trading matters. The team also provides a range of regulatory advice on issues including cleared and uncleared derivatives and proprietary trading. Also recommended in the Washington DC office are Susan Gault-Brown, who co-chairs the firm's blockchain and smart contracts group, and of counsel Chrys Carey, who has experience advising dealers and end-users on transactional and regulatory derivatives issues.
Shearman & Sterling LLP is engaged by buy-side and sell-side clients and market infrastructure providers, and has broad strengths in equity, commodity and credit-linked derivatives and proprietary trading. Practice head Donna Parisi and Azam Aziz provide ongoing regulatory and transactional derivatives advice to a litany of hedge funds and corporate end-users, and also regularly advise financial institutions and corporate issuers on equity derivatives transactions including equity collars, convertible note hedges and total return swaps. Parisi is also assisting Citigroup with amendments to its margin documentation with respect to uncleared OTC derivatives. Also recommended is Geoffrey Goldman, who is acting for IntercontinentalExchange in relation to the development of its swaps and futures clearinghouses and trading business; in this capacity, the team has been especially active in the development of blockchain-related derivative trading.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP is particularly well known for acting for end-user clients in equity-linked transactions and other derivatives deals, and also advises a range of market infrastructure providers and multinational dealers on complex regulatory mandates, litigation and enforcement proceedings. The transactional practice is headed by Yossi Vebman, who is particularly highly regarded among his peers, and recently acted for a global technology company, as borrower, in the first registered investment company margin loan transaction. Washington DC-based Mark Young heads the regulatory and enforcement side of the practice and regularly advises Chicago Mercantile Exchange on a range of CFTC regulations and has also assisted with the preparation of a wind-down plan in an extreme stress event. Young has also acted for a number of major financial institutions in relation to CFTC enforcement investigations and swap trading compliance. Also in the Washington DC office, of counsel Jonathan Marcus specializes in enforcement and litigation mandates, while Jerrold Salzman in the Chicago office focuses on futures regulation and litigation.
The team at Clifford Chance is well placed to advise clients on US and European capital markets regulation, and has experience in novel derivatives transactions, which have recently included insurance-linked swaps and derivatives linked to various securitization structures. A key figure in the practice group is David Felsenthal, who provides ongoing advice to the Securities Industry and Financial Markets Association (SIFMA) on the enforceability of standard form repo and securities lending agreements. Additionally, Felsenthal acts for Deutsche Bank in cross-border contingent forex forward agreements related to M&A, and often advises hedge providers, such as Goldman Sachs, on international project finance transactions. In the insurance space, Gareth Old assisted Premia Reinsurance, Watford Reinsurance and Arca Reinsurance with the creation of trust structures to enable reinsurance trusts to hold and trade derivatives. Also recommended is Lee Askenazi, who specializes in ABS and securitization, and has been involved in significant credit risk transactions. Other key clients include ISDA, Bayview Asset Management, Wells Fargo and Pacific Investment Management Company.
Greenberg Traurig, LLP is engaged by corporate end-users and private funds in relation to derivatives transactions and equity financing matters. Sylvie Durham has particular expertise in structured equity financing and currency and forex derivates, and Nanette Aguirre, who focuses on emerging markets in Latin America and Africa, has experience in a range of derivative trading mandates and cross-border regulation. In addition to end-user clients, the team has acted for various market infrastructure providers, including clearinghouses and derivative trading platforms.
Hogan Lovells US LLP is well placed to advise buy-side and sell-side clients on cross-border transactional and regulatory matters, and has particular expertise in Latin America-facing financing and trading mandates. Practice head Evan Koster has been involved in currency and forex, commodity and interest rate derivative deals in connection with M&A, sovereign bond issuances and corporate finance matters involving issuers with exposure to the Central and South American markets. Further, the team advises corporate end-users on documentation governing forex, commodity and repo transactions, and also has experience of regulation concerning blockchain trading and derivatives. Senior associate Greg Hafkin is another contact in the international debt capital markets group.
Orrick, Herrington & Sutcliffe LLP's structured finance team is best known for its strength in securitization, though the firm also advises end-users and dealers on regulatory trading matters and structured note offerings. Nikiforos Mathews assists Goldman Sachs with the development of compliant credit support documentation and master agreements, and also advises Microsoft Corporation on cleared derivatives and various other trading mandates. Another name to note is Al Sawyers, who acts for a number of banks and liquidity providers in relation to issuances of municipal and tender option bonds. In 2019, Skanthan Vivekananda, who specializes in credit-linked and OTC derivatives, joined the Los Angeles office from Arnold & Porter.
Paul, Weiss, Rifkind, Wharton & Garrison LLP acts for buy-side and sell-side clients in a wide range of derivative transactions linked to various underlying asset classes. Headed by Manuel Frey, the team has particular expertise in matters involving OTC derivatives, including trading mandates, corporate transactions with embedded derivatives and bankruptcy and restructuring procedures. Frey is engaged by prominent investment funds, corporate end-users and dealer banks, and is also noted for his expertise in Dodd-Frank derivatives regulation. Other names to note include deputy chair of tax Patrick Karsnitz, and Kyle Kimpler, who specializes in bankruptcy and corporate restructuring.
White & Case LLP has particular expertise in forex and interest rate derivative transactions in the context of larger leveraged finance and project finance mandates, and is especially noted for its activity in the Latin American markets. Department head Ian Cuillerier advised a development consortium on the hedging components of its bid for the development of multiple high-value infrastructure projects at LAX International Airport. Cuillerier also advised JetBlue Airways Corporation on a large-scale accelerated share repurchase program involving up to $750m worth of shares. Another key figure is Edward So, who joined the team from Paul, Weiss, Rifkind, Wharton & Garrison LLP; he acted for a foreign banking group in a significant margin loan transaction. Also of note, the team advised Trafigura on the commodities and derivatives aspects of the enhancement of a true sale commodities securitization program.
Winston & Strawn LLP is especially active in the municipal securities and tender option bonds space, and has extensive experience of derivatives transactions in the context of project finance and financial restructuring. The department is headed by Chicago-based Michael O’Brien, who advises Pacific Investment Management Company on all tender option bond matters, and also acts as primary outside counsel to Nuveen Investments in relation to all derivatives and structured products issues including municipal securities. O'Brien also assisted Macquarie Capital and Canadian Breaks with the development of a 200MW wind farm, which included a 13-year physical energy hedge and swap transaction with JP Morgan. In 2018, the firm brought on a regulatory derivatives group from Norton Rose Fulbright US LLP including Michael Loesch, of counsel Jonathan Ammons and of counsel Terry Arbit, all of whom joined the Washington DC office, and of counsel Jason Lewis, who is based in New York.
Arnold & Porter's structured finance and derivatives group has handled cross-border swap transactions and covered bond offerings, and has also assisted international dealer clients with standalone trading documentation and structured credit matters in the context of debt restructurings. Lawton Camp has experience in covered bond offerings and Washington DC-based Whitney Debevoise has considerable expertise in cross-border and especially Latin America-facing derivatives agreements. Skanthan Vivekananda joined Orrick, Herrington & Sutcliffe LLP's Los Angeles office in 2019.
Acting primarily for corporate end-users and prominent investment funds, Kirkland & Ellis LLP is regularly involved in interest rate, currency and commodity hedging deals in connection with larger corporate transactions and bankruptcy matters. Headed by Scott Gordon, the derivatives team has acted for energy companies and asset managers including Apax Partner, Bain Capital and Blackstone in various hedging arrangements relating to M&A and energy asset transactions. Another contact is Drue Santora, who advises on US and European derivatives regulatory compliance and also has varied transactional experience from currency to equity derivatives.
McDermott Will & Emery LLP has complementary strengths in structured products and taxation, which it leverages in municipal bond offerings, derivatives-based investment products and exotic derivative agreements including weather derivatives. The financial institutions practice is headed by David Taub, who, alongside tax partner John Lutz, advises dealer-side clients such as Citibank, Bank of America and Barclays on dozens of derivative transactions each year. Taub and Lutz also assisted Bank of America Merrill Lynch with the development of long-term financing products for use by the bank's hedge fund clients. On the contentious side, Chicago-based Andie Kramer represented a number of clients in CFTC, CME and NYMEX investigations concerning the Commodity Exchange Act and various other exchange rules.
The alternative investment group at Milbank has been engaged by prominent swap dealers and industry associations in credit derivative transactions and strategic regulatory matters. John Williams and Eric Moser are key contacts in the department. Clients have included Bank of America, Goldman Sachs and Credit Suisse.
Reed Smith LLP
Working across its global platform, Reed Smith LLP advises dealer banks and financial institutions on cross-border regulatory matters, and also assists end-user clients such as hedge funds and corporates with trading and derivatives agreements. The team has particular strength in commodities derivatives space, where Houston-based Paul Turner and Craig Enochs act for well-known companies in the energy and food manufacturing industries in relation to cross-border hedging arrangements and trading activities. In the Washington DC office, Peter Malyshev advises domestic and international banking groups and fund managers on a range of swaps and futures compliance issues, while counsel Edwin Nazario, who joined the team from Greenberg Traurig, LLP, specializes in energy derivatives and related Dodd-Frank compliance. Also recommended is New York-based Ilene Froom, who acts for buy-side and sell-side clients in a range of equity-linked, fixed-income and forex derivatives transactions.
Simpson Thacher & Bartlett LLP has a specialized derivatives practice that is well known for its expertise in margin lending, and is engaged by major buy-side clients in cross-border forex and equity hedging transactions. The department in headed by Joyce Xu, who advised Blackstone on the deal-contingent forex and interest rate derivative matters associated with the financing and acquisition of Cirsa Gaming. Xu also advised PPL Corporation on the execution of forward sale agreements in relation to its registered $1.7bn common stock offering. Also recommended is Jonathan Lindabury, who acted for JP Morgan and UBS in a margin lending transaction with the CEO of a pre-IPO company, which was secured by shares in that company. Further, Lindabury advised Goldman Sachs on multiple convertible note hedging and warrant transactions in relation to a convertible senior note offering by Square Inc.
With a focus on commodity-linked derivatives, Willkie Farr & Gallagher LLP acts for industry associations, end-users and market infrastructure providers in derivatives trading mandates and structured transactions, and SEC and CFTC compliance, investigations and enforcement matters. In the Washington DC office, Athena Eastwood acted for various commodities-based corporates in relation to swaps and futures transactions and regulatory issues, and Paul Pantano advised the Futures Industry Association on QFC stay protocols and related CFTC rulemaking procedures. Also recommended is New York-based counsel Conrad Bahlke, who is advising the United Nations World Food Programme on precipitation-based derivatives related to drought and famine relief and climate change events.