Structured finance: derivatives and structured products in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP showcases a level of expertise that is 'informed by market practices and a thorough understanding of regulatory priorities'. As such, the financial services department, jointly led by Charlotte's Scott Cammarn and Richard Schetman in New York, provides full support on capital markets and derivatives and structured products work, as well as regulatory advice, with a particularly strong offering in the broker-dealer space. Also in the New York office Ray Shirazi has an outstanding equity-linked derivatives practice and also advises on currency and commodities issues; Brian Foster is an expert in financing structures, again, with equal strengths in regulatory and transactional matters; Ivan Loncar focuses on financial products linked to interest rates, currency, debt credit and commodities; and Lary Stromfeld is a veteran of the derivatives space, with significant experience in transactions and disputes.

Practice head(s):

Scott Cammarn; Richard Schetman

Other key lawyers:

Brian Foster; Steven Lofchie; Ivan Loncar; Ray Shirazi; Lary Stromfeld; Jed Miller; Nihal Patel

Testimonials

‘A great combination of very talented lawyers with a very strong and wide-ranging practice that enables them to give commercially focused advice, informed by market practices and a thorough understanding of regulatory priorities.’

‘Ivan Loncar really stands out as someone with such extensive knowledge that he is able to advise efficiently on a very wide range of derivatives and structured transactions, even when the structure is new or at the early stages.’

‘Cadwalader has a quality and experienced team covering structured products and derivatives with a broad view of the market across multiple significant clients.’

‘Ray Shirazi is a valued and trusted advisor in the structured products and derivatives space. Ray has significant experience across the practice and is an expert in the various matters of securities law, cross-border issues, regulatory issues and contractual matters presented by structured products and derivatives transactions. Ray has a unique ability to analyze and break down a complex issue into its component parts to provide valuable advice and reach logical conclusions.’

Work highlights

  • Advised Assured Guaranty Corporation on Puerto Rico’s restructuring of $73bn of outstanding bond debt, the largest ever US municipal debt restructuring and the first bankruptcy of any US territory.
  • Advised the Federal Reserve’s Alternative Reference Rates Committee on a proposal for the use by issuers of LIBOR-based floating rate notes and potential litigation issues arising from the LIBOR transition.
  • Advised Save Advisers on an innovative product combining protection of a FDIC-insured deposit coupled with the return of investment products.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton has broad expertise in this area, but clients have highlighted in particular its 'deep knowledge of regulatory practices and enforcement issues'. The group advises US and non-US corporate issuers, financial institutions, sovereigns and market infrastructure providers on myriad capital markets and derivatives and the related regulatory issues, with experience in developing new derivatives templates and market protocols. Key names in New York are Colin Lloyd, who has been singled out for his 'high level of intellectual skill and discipline'; Michael Dayan, an expert in structuring and documenting over-the-counter and other derivatives products; and increasingly visible associate Clayton Simmons, who is developing expertise in  advising financial institutions on securities law and bankruptcy issues related to margin loans and secured lending transactions.

Other key lawyers:

Colin Lloyd; Michael Dayan; Clayton Simmons; Brandon Hammer

Testimonials

Deep knowledge of regulatory practices and enforcement issues, which help read between the lines of the letter of the law in developing areas, applied with an understanding of the underlying business practices and needs.’

Colin Lloyd has very detailed knowledge of market practice issues across products, and applies them with a high level of intellectual skill and discipline.’

Key clients

Advance/Newhouse Partnership

Bank of America

Bed Bath & Beyond

Citi

Depository Trust & Clearing Corporation

Deutsche Bank

International Swaps and Derivatives Association (ISDA)

Goldman Sachs

Investment Company Institute (ICI)

Institute of International Bankers (IIB)

J.P. Morgan

LivaNova PLC

MercadoLibre

Morgan Stanley

Securities Industry and Financial Markets Association (SIFMA)

Tassat

Work highlights

  • Counsel to the Investment Company Institute (ICI) in commenting on the CFTC’s proposal, for the first time since 1983, to overhaul its regulations pertaining to the bankruptcy of futures commission merchants (FCMs) and clearing organizations.
  • Represented Deutsche Bank in connection with backstop financing supporting Caesars Entertainment, Inc.’s (Caesars) offer to acquire William Hill PLC.
  • Counsel to the International Swaps and Derivatives Association (ISDA), Securities Industry and Financial Markets Association (SIFMA) and Institute of International Bankers in connection with the CFTC’s capital requirements for swap dealers under Title VII of Dodd-Frank.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP is perhaps best known for its expertise in structured securities offerings, though the team also has considerable strengths in over-the-counter derivatives transactions, margin loans and back-leveraged deals. The firm has an impressive array of global financial institutional clients that also benefit from the group's substantial regulatory expertise and experience dealing with the SEC, FINRA and CFTC. Co-chairing the group from New York are Ray Ibrahim, a name to note for all manner of over-the-counter derivatives matters, and Mark Mendez, who focuses on margin loans and equity derivatives. Also recommended are Christopher Schell, who leads much of the team's structured products work, and John Brandow, a specialist in equity-related transactions.

Practice head(s):

Ray Ibrahim; Mark Mendez

Other key lawyers:

Christopher Schell; John Brandow; Mark DiFiore

Key clients

Citigroup

Credit Suisse

J.P. Morgan

Morgan Stanley

Morgan Stanley Wealth Management

Natixis

Société Générale

ADC Therapeutics

Chaparral Energy, Inc

Work highlights

  • Advised the representatives of the underwriters of a registered offering by T-Mobile US of its common stock resulting in aggregate gross proceeds of around $16bn.
  • Advised ADC Therapeutics and its subsidiaries on the entry into a facility agreement with Deerfield Partners.
  • Advised the representatives of several underwriters in connection with concurrent SEC-registered offerings by PG&E Corporation of 423 million shares of its common stock and 14 million of its equity units.

Fried, Frank, Harris, Shriver & Jacobson LLP

The derivatives group at Fried, Frank, Harris, Shriver & Jacobson LLP is a market leader for advice on transactional and regulatory derivatives and futures issues, with highlights covering the spectrum of asset classes for buy- and sell-side clients. The group is noted for its work on over-the-counter, exchange-traded and cleared products, with additional expertise in repurchase agreements and matters pertaining to equity and foreign exchange prime brokerage agreements. In the New York office, Robert McLaughlin leads the practice group and acts for an impressive variety of financial institutions, while David Mitchell focuses on structured products, derivatives and funds and investment platforms. Also recommended is William Breslin in Washington DC, who is rated for his knowledge of regulatory issues in the commodities space.

Practice head(s):

Robert McLaughlin

Other key lawyers:

David Mitchell; William Breslin; Darren Littlejohn; Victoria Mazgalev

Testimonials

‘David Mitchell is the most knowledgeable derivatives attorney that I have worked with. He is extremely responsive.’

Key clients

Goldman Sachs Asset Management

Brookfield Asset Management

Merck

BlueBay Asset Management

Humana

EJF Capital

First Quality

Grupo Televisa

International Asset Management

Global Holdings Management Group

Invesco

Morgan Stanley

Onex Corporation

New Senior Investment Group

Permira Advisers

T-Mobile

Tudor Investment Corp.

American Stock Transfer & Trust Company

Mayer Brown

Mayer Brown has developed a significant reputation as a financial regulatory powerhouse, and has lately been active in advising clients on measures implemented by US regulators relating to the Covid-19 pandemic, as well as assisting financial institutions with LIBOR transition issues. In terms of transactions, the group has notable expertise in a full range of derivatives and commodities work. The group also has complementary expertise in financial enforcement work. Contacts in the New York office include Anna Pinedo, a market leader in the structured products space; Curtis Doty, who specializes in over-the-counter derivatives; and counsel Pamela Sackmann, who has broad expertise covering interest rate swaps, options and forwards. Matthew Kluchenek in the Chicago office has expertise across the transactional and regulatory matters facing financial institutions. Also recommended is New York-based associate Marla Matusic, who is building a presence in issuer-side structured note matters.

Other key lawyers:

Anna Pinedo; Curtis Doty; Matthew Kluchenek; Pamela Sackmann; Bradley Berman; Marla Matusic

Testimonials

‘The practice is a unique blend of a global and broad spectrum view while also being able to go extremely deep into nuanced and complex topic. The partner we work with specifically, Matt Kluchenek, is extremely strategic in his thinking enabling us to design and build competitive business model innovation on his guidance. It’s something that’s worked for us and regulators many times under Matt’s guidance.’

‘We followed our partner, Matt Kluchenek, to Mayer Brown from another global firm because he’s the best in the industry and a key part of our strategic advantage as a business. He’s extremely efficient and organized as well. On top of it all, he’s recognized as a top attorney in the field so when we involve him in regulatory or client meetings, it means a lot across the table.’

‘A great combination of expertise and knowledge of market practices with quick and efficient document execution capabilities’

‘Quick and responsive and more importantly able to quickly say how much work is required on a specific topic rather than complicating the issue’

‘Anna Pinedo, Brad Berman and Marla Matusic are all extremely responsive and attentive. They have a great deal of practical knowledge and experience in the industry which gives us comfort when we go to them with questions. The team makes us feel like a priority and also seem to strive for efficiency and practicality in their approach which is appreciated. ’

Key clients

Alaia Capital/m+ Funds

Bank of Montreal/BMO Capital Markets

Bitnomial Exchange

Canadian Imperial Bank of Commerce

Cowen

Credit Agricole CIB

Deutsche Bank

Halo Investing

HSBC USA Inc. and HSBC (USA) Securities Inc.

International Swaps and Derivatives Association

KBR, Inc.

National Bank of Canada

Natixis

PIMCO

Raymond James & Associates

Société Générale

Strategas Securities

Structured Products Association

Toronto Dominion/TD Bank

UBS

Walleye Trading Advisors

Wells Fargo

Work highlights

  • Advising ISDA on the enforceability of closeout netting under its master agreements with multilateral development banks; including the World Bank with an opinion on a regional Latin American Development Institution.
  • Advising a global financial institution on its LIBOR transition project.
  • Advised Bitnomial Exchange on the preparation and filing of an application to become registered as a bitcoin futures exchange with the CFTC.

Allen & Overy LLP

Allen & Overy LLP's derivatives and structured finance group advises on over-the-counter derivatives across the spectrum of asset classes, with expertise in swaps, options, forwards, repos and stock loans. The team is also well versed in exchange-traded futures and options markets. Moreover, the practice is integrated into the firm's global office network, often advising on global derivatives documentation as well as regulatory issues across multiple jurisdictions. The key figures in the team are head of the international capital markets group David Lucking and Deborah North, an expert in over-the-counter derivatives, interest rates and structured synthetic products. Sandy Tapnack is a standout associate in the team, who building notable experience in restructurings. All named lawyers are based in New York.

Practice head(s):

David Lucking; Deborah North

Other key lawyers:

Sandy Tapnack

Testimonials

‘They are expert in a wide array of structured products, assisting with derivatives, repo and financing arrangements. ’

‘David Lucking has been great. Expert in derivatives and great at pulling teams together with various expertise to advise on complex issues.’

Key clients

Futures Industry Association (FIA)

LCH Limited

ISDA

Mitsubishi UFJ Financial Group

Bank of America

Work highlights

  • Represented British clearing house group LCH Limited in its transition from the Euro Overnight Index Average to ESTR, and from Fed Funds to the Secured Overnight Financing Rate (SOFR) discounting and other matters connected with the transition from LIBOR to risk free rates
  • Established a dealer group consisting of sixteen major financial institutions, advising them on the full range of legal issues arising in connection with the LIBOR transition.
  • Advised a number of clients on Covid-19-related insolvencies with respect to the exercise of close-out rights under derivatives, including how the exercise and timing of those rights may be affected by bankruptcy proceedings

Katten

At Katten, lawyers are adept at advising on over-the-counter and exchange-traded products, with strong expertise in US, UK and European regulations, enabling it to assist a wide variety of international clients in contentious and non-contentious matters. The group is led by New York’s Gary DeWaal, special counsel and chair of the financial markets and regulation department. In the Chicago office, Kevin Foley is noted for his expertise in structured transactions as well as in regulatory issues relating to the Commodity Exchange Act and CFTC rules; and Christian Kemnitz, who co-heads the financial services litigation practice, is the name to note for investigations and enforcement.

Practice head(s):

Gary DeWaal

Other key lawyers:

Kevin Foley; Christian Kemnitz

Latham & Watkins LLP

Based in New York, the derivatives and structured products team at Latham & Watkins LLP stands out in particular for its exceptional knowledge of over-the-counter derivatives and exchange-traded products, covering assets including interest rates, currencies, commodities and credit. Margin finance is another area of strength, as are equity-linked products and fintech-related derivatives. The group is co-chaired by Witold Balaban, who advises financial institutional on convertible and exchangeable bond offerings; Rafal Gawlowski, an equity-linked derivatives expert; Courtenay Myers Lima, highly rated by peers for the structuring of financial products; and Yvette Valdez, who leads the US derivatives regulatory practice. Also recommended is Catherine Lee, who focused on equity linked and structured repurchase transactions.

Practice head(s):

Rafal Gawlowski; Witold Balaban; Courtenay Myers Lima; Yvette Valdez

Other key lawyers:

Reza Mojtabaee-Zamani; Catherine Lee

Testimonials

‘Strong understanding of technical aspects. Deep international bench across many facets and products’

‘Yvette Valdez is able to articulate pros and cons of positions being taken on issues. Takes firm position where necessary and measured approach when dealing with opposing counsel. Responsive and accessible. Feedback from a particular bank’s business team has been very positive in terms of individual providing solutions to challenging technical areas.’

Key clients

Bank of America

BTIG

Citigroup

Credit Suisse

Diversified Gas & Oil Corporation (DGO)

Farfetch

FHN Financial

General Motors Financial Company, Inc.

Goldman Sachs

J. Wood Capital Advisors LLC

JP Morgan

Lloyds Bank

Morgan Stanley

Nevro Corp.

Rabobank

RBC

Searchlight Capital

Symphony Communication Services

The Bank of Nova Scotia

Work highlights

  • Advised Credit Suisse on numerous securities law issues and regulatory and enforcement matters, including in connection with the recent matter involving China-based Luckin Coffee and subsequent suspension of trading in the US and related consequences.
  • Advised and provided documentation related to multiple exchange-traded notes issued by Credit Suisse AG that provide a return linked to the performance of various indices.
  • Advised on a first of its kind $200m securitization transaction of operated upstream proved-developed assets, that involved a bespoke portfolio of hedging arrangements which posed novel and complex regulatory and legal derivatives issues.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP's investment management department advises end-users involved in the financial services, energy and agricultural sectors on transactional, regulatory and enforcement matters arising from derivatives. The team's transactional service covers cleared and uncleared over-the-counter swaps, forwards, futures and options, as well as repurchase transactions. As for regulatory and enforcement matters, the team has substantial experience matters involving the SEC, FERC and the National Futures Association. Jointly leading the group are Thomas D’Ambrosio in New York, a veteran of derivatives and structured transactions; and Chicago's Michael Philipp, whose practice includes exchange-traded and over-the-counter derivative instruments and the regulation of cryptocurrency. Edwin Smith in Boston is a contact for repo transactions. In August 2020, Brendan Kalb took up an in-house position at ExodusPoint Capital, which remains a client of the firm.

Practice head(s):

Thomas D’Ambrosio; Michael Philipp

Other key lawyers:

Edwin Smith; Paul St. Lawrence; Katherine Dobson Buckley; Ignacio Sandoval; Sarah Riddell

Testimonials

‘Morgan Lewis provided extremely helpful webinars when COVID-19 first surged, showing their superior knowledge of the investment management, hedge fund and derivatives spaces.’

‘Thomas D’ambrosio is one of the best to work with in the derivatives space. Extremely knowledgeable, always punctual and able to find creative solutions.’

Key clients

Ameren

Corporate Office Properties Trust

Denny’s Corporation

Guernsey Power Station LLC

Birdsboro Power LLC

Indeck Niles LLC

BNP Asset Management

Bitfinex

Exodus Point Capital Management

Citadel

Entergy Corporation

NextEra Energy, Inc.

American Water Works Company

KalshiEX Inc. (Kalshi)

Merrill Lynch

Work highlights

  • Assisted KalshiEX, an applicant for registration with the US Commodity Futures Trading Commission (CFTC) as a designated contract market, with entering into a clearing services agreement with a CFTC-registered derivatives clearing organization.
  • Advised Verizon Communications on two virtual power purchase agreements with renewables developer First Solar.
  • Negotiated numerous trading agreements for Waterfall Asset Management, including ISDAs, MRAs, GMRAs and other agreements covering swaps and other derivative instruments with several financial counterparties for both US– and Cayman-based private investment funds.

Skadden, Arps, Slate, Meagher & Flom LLP

At Skadden, Arps, Slate, Meagher & Flom LLP, lawyers are adept at regulatory and enforcement issues, with substantial experience handling matters before the CFTC and SEC. Swap-dealer compliance and assisting energy and corporate end-users with compliance issues are core to the regulatory advisory practice. Of counsel Jonathan Marcus is a name to note for government enforcement issues. On the transactional front, the group has expertise in credit card receivables, marketplace and auto loans and leases, residential and commercial mortgages. It is increasingly active in the field of marketplace loan securitizations. Yossi Vebman is noted for over-the-counter derivatives. Vebman jointly leads the team alongside Mark Young and counsel Theodore Kneller.

Practice head(s):

Mark Young; Yossi Vebman; Theodore Kneller

Other key lawyers:

Jonathan Marcus

White & Case LLP

White & Case LLP's derivatives group in New York advises on both buy- and sell-side derivatives issues and offers full coverage of a range of asset classes. The group has particular expertise in the use of derivative structures in funding transactions, as well as regulatory issues. Leading the derivatives practice group in the Americas, Ian Cuillerier has a formidable commodities practice and has also recently been active in restructuring-related work. Another key lawyer is Edward So, who has expertise in public and over-the-counter derivative transactions. Associate Rhys Bortignon is developing a strength in the hedging component of financing transactions.

Practice head(s):

Ian Cuillerier

Other key lawyers:

Edward So; Rhys Bortignon

Testimonials

‘When I deal with White & Case I do so knowing that I am speaking to subject matter experts in the specific area of inquiry. I have comfort knowing that I am working with a specialist and not a generalist.’

‘Great understanding of applicable rules as well as the background and history behind them so any advice provided is given in full context.’

‘Edward So is my go-to counsel for derivatives issues and products. He takes the time to understand the issue, provides immediate context and is quite thoughtful in the finished product.’

Key clients

Avangrid, Inc.

Bank of America Merrill Lynch

Bank of Nova Scotia

Barclays Bank PLC

BNP Paribas

Booking Holding Inc.

Crédit Agricole Corporate and Investment Bank

Facebook, Inc.

Goldman, Sachs & Co.

The Hertz Corporation

Hess Corporation

JetBlue Airways Corporation

Kansas City Southern

MIO Partners, Inc. (McKinsey Investment Office)

Mitsubishi UFJ Financial Group

Newmont Corp.

Nomura Holding America Inc.

Saudi Aramco

Stripe, Inc.

Truist Bank [f/k/a SunTrust Bank]

Work highlights

  • Advised Deutsche Bank AG, financial adviser to Caesars Entertainment on its £2.9bn cash offer for William Hill PLC.
  • Advised Facebook, Inc. and its affiliates, including Facebook’s Novi subsidiary on regulatory matters related to the establishment of the Libra Association and Novi digital wallet.
  • Advised Varonis Systems on the sale of $253m in aggregate principal amount of 1.25% convertible senior notes due 2025, reflecting the exercise in full of the initial purchasers’ option to purchase an additional $33m aggregate principal amount of notes.

Clifford Chance

Primarily based in New York, the structured capital markets team at Clifford Chance is praised by clients for its ability to 'navigate quite easily through very bespoke and complex structures'. The group focuses on structured real estate transactions, trade finance and cross-border work where it often acts in tandem with lawyers from across the firm's global office network. Jointly leading the department, 'quarterbackDavid Felsenthal is an expert in synthetic and credit risk transfer transactions; Gareth Old, dual-qualified in England and New York, has substantial regulatory expertise and regularly advises financial institutions on complex structured transactions; and Lee Askenazi focuses on securitization and ABS, but also has experience of repurchase deals and securities regulation.

Practice head(s):

Gareth Old; Lee Askenazi; David Felsenthal

Other key lawyers:

Robert Villani; Robert Hagan; Alistair Dunlop

Testimonials

‘The team is number one in synthetic securitizations. They know all the issues including capital and accounting issues. Also excellent derviatives practice both in transaction and regulatory aspects.’

‘David Felsenthal in the U.S is the go to person for all synthetic deals. Great lawyer, responsive, thoughtful and commercial. Is able to solve difficult regulatory issues in a commercial manner.’

‘The team at Clifford Chance is truly spectacular expert in my business sector (securitized products). The team is always very responsive and delivers expertise in plain vanilla to esoteric products.’

‘Clifford Chance provides “white glove service”. Their work product and service is best in class. It as if all them have been in a company before. They anticipate your needs before you express them.’

‘David Felsenthal has a depth of knowledge and has a professor like aspect to his practice. But he is also very commercial.’

‘Extraordinary high-touch service with a deep understanding of the client’s architecture and needs.’

‘Lee Askenazi and Robert Hagan are outstanding partners. They consistently exhibit resourcefulness and aptitude with a “can-do” approach. They excel above certain competitors because of their ability to find ways to get things done rather than relying on precedence or market chatter of why things can’t get done. We view Clifford not only as a third-party legal resource but as a collaborative partner navigating the structured finance, compliance, contract finance and legal environment. We are better as a firm because of Clifford Chance.’

‘Clifford Chance has excelled in providing us with more esoteric advice. Straight forward deals can be done by anyone, but Clifford Chance has excelled in looking for “outside the box” solutions with us.’

‘As with any industry, the interpersonal relationships can often make the difference. I regularly speak to the partners I work with at all hours of the day so it matters when that relationship is free and easy.’

‘The firm has prioritized efficient access to key practice areas for clients active in complex structured transactions. Navigating to find core competence is never complicated and we’re never left to feel as if we are another partner’s priority.’

‘As a quarterback, David Felsenthal does a great job accessing practice areas, explaining our needs to those areas and making sure we are well served.’

‘Global reach and coordination – large talent base.’

‘David Felsenthal has comprehensive knowledge of the derivatives market – he is super up to date on all new issues. I can count on current knowledge and expertise in an ever changing market.’

‘I find that the combined expertise of this team for both derivatives and securitizations makes it one of our top choices for many structured finance transactions. They seem to navigate quite easily through very bespoke and complex structures.’

‘The partner I work with, David Felsenthal, is thorough and is able to identify and communicate the main risks and issues that we have to focus on in respect of the transaction.’

‘A very good approach and understanding of the current problems/issues in the area – both from a legal and business perspective. Very much involved in the latest developments.’

‘I think the group brings real knowledge of the market to its work and that helps in developing solutions to legal problems. David Felsenthal has been a strong and consistent partner on many issues.’

‘Broad knowledge and experience across multiple products’

‘Gareth Old has the rare ability to abstract essential principles and yet drill down to the necessary details. ’

Key clients

Waterfall Asset Management

Ready Capital Corporation

Banco Santander

Bayview Asset Management

Lakeview

Oceanview Reinsurance Ltd.

Credit Agricole Corporate and Investment Bank

Credit Suisse Asset Management

AIG

Elanus Capital Management

Watford Re Ltd.

Nomura

Angelo Gordon

Work highlights

  • Issuing opinions for SIFMA on the enforceability of the standard form repurchase agreements and securities lending agreements.
  • Advised Goldman Sachs on the private issuance and sale of multiple credit-linked notes to various investors in one of the leading credit risk transfer transactions in 2020.
  • Acted for Bayview in a number of securitizations related to US government agency credit risk transfer transactions, and related securitizations, with respect to an aggregate of approximately $76bn of residential mortgages.

Eversheds Sutherland

The derivatives practice at Eversheds Sutherland works in conjunction with the firm's energy, tax, corporate and litigation departments, enabling the firm to advise on all aspects of derivative contracts and regulation, wherever issues arise. Clients have highlighted the team's 'understanding of issues for buy-side derivatives markets participants' and it is particularly strong in the oil and gas sector. The team has also been kept busy advising on issues relating to the transition from LIBOR. Jointly leading the team are James Cain , who has an active US and foreign client base and expertise spanning interest rate, foreign exchange, commodity, credit default and equity transactions; and regulatory expert David McIndoe  . Other names to note include veteran derivatives and transactions specialist Meltem Kodaman  and counsel Raymond Ramirez , whose areas of expertise include CEA and CFTC regulations. All named lawyers are based in Washington DC.

Practice head(s):

James Cain; David McIndoe

Other key lawyers:

Meltem Kodaman; Alexander Holtan; Raymond Ramirez; Lizet Steele

Testimonials

‘We use Eversheds Sutherland for a variety of derivatives engagements in the capital markets and for securitizations. They possess a deep team with a variety of seniority levels. We benefit from Eversheds’ understanding of issues for buy-side derivatives markets participants. They are thorough and detailed, and solid communicators. They also tend to be practical, results-oriented individuals.’

‘Jamie Cain brings deep knowledge of the derivatives markets and a strong buy-side perspective. He is quick to voice informed opinions, even if those views go against the status quo. He is business-oriented.’

Ray Ramirez is a practical and clear attorney and negotiator. He seeks to understand the business motivations and then helps to chart the appropriate path. He is a hard worker and quick to offer his initial views on topics, then undertake the necessary time to solidify a final view.’

‘Key partner for insurance company derivative advice. Unique market knowledge of this area unlike any other firm I have worked with.’

‘Meltem Kodamon and Ray Ramirez (and their associate Lizet Steele) are experts in their field and are extremely pleasant to work with.’

‘We use the team for our derivatives work and the team is very knowledgeable in this space.’

‘Meltem Kodamen is excellent. Extremely knowledgeable and very responsive. An absolute pleasure to work with.’

‘This practice has been working in the area long before Dodd-Frank and before derivatives were as common place as they have become. As a result, the practice has broad and deep knowledge across products and excellent understanding of the business issues and documentation required for relevant transactions and products.’

‘Jamie Cain and Ray Ramirez who are partners in the practice are exceptional lawyers with deep knowledge, strong regulatory and industry relationships, the ability to handle complex and unique matters and good judgment. They are also personable, responsive and easy to work with. The work product is top notch.’

‘The Eversheds Structured Finance team is exceptional in its collective knowledge, experience, and ability to guide us through all regulatory situations. No other firm that we (a multi-billion-dollar investment fund) have used has come close to the depth and breadth of knowledge that the Eversheds team has provided.’

‘The team has strong technical expertise but understands the real-world applications of the commodities and derivatives laws and regulations. They also provide recommendations rather than just laying out a list of options to choose from, and those recommendations are a strong value add because they apply their experience.’

‘David McIndoe has a great depth of understanding and is a fantastic technician of the CEA and the CFTC regulations, and he’s able to use that deep knowledge to provide solid guidance on potentially difficult issues.

Key clients

The Commercial Energy Working Group

Work highlights

  • Advising the Commercial Energy Working Group on derivatives reform following the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection, including advocating for the group in front of the Commodity Trading Futures Commission, Congress, exchanges and other federal regulators.

Haynes and Boone, L.L.P.

The derivatives practice at Haynes and Boone, L.L.P. is diverse, encompassing a wide variety of asset classes, including equity, FX and increasingly environmental, social and governance (ESG) investments. The group advises buy-side and end-user clients, including an impressive array of institutional investors. Areas of expertise include traditional and more exotic hedging and derivatives, project finance-related hedging agreements, over-the-counter and structured derivatives, as well as ISDA regulatory and prime brokerage advice. Contacts in the team include Houston-based Neal Kaminsky, who leads the practice group; Giorgio Bovenzi, who has built a strong global credit risk practice and is rated by clients for his 'solution-oriented' service; Matthew Frankle, a specialist in equity derivatives and margin loans; and Brian Sung, who maintains a very broad practice covering a variety of structured transactions for buy- and sell-side clients. Washington DC's Phil Lookadoo is an expert in energy and project finance-related derivatives and commodities issues. Named lawyers are based in New York unless stated otherwise.

Practice head(s):

Neal Kaminsky

Other key lawyers:

Giorgio Bovenzi; Craig Unterberg; Phil Lookadoo; LeAnn Chen; Matthew Frankle; Brian Sung; Tim Johnston; James Markus

Testimonials

‘The work we do with Haynes & Boone is focused around Giorgio Bovenzi’s cross-border insolvency and global credit practices. Giorgio is very solution oriented. His understanding of legal systems around the world enables him to distil immense amounts of information into a pragmatic solution.’

‘What makes this practice unique is that the team members succeed in combining legal knowledge with practical knowledge and that the leading lawyer, Giorgio Bovenzi, is able to reconcile Anglo-American legal concepts with continental European legal concepts in a practical manner.’

Hogan Lovells US LLP

Headed up by Evan Koster, the derivatives team at Hogan Lovells US LLP has a particular focus on the Latin America region. Clients include sovereign entities and international financial institutions, which Koster advises on regulatory issues and transactions involving the energy, insurance and healthcare industries. The group is well integrated into the firm's global service network and often works alongside colleagues in Europe and Asia to handle cross-border structured deals and derivatives contracts.

Practice head(s):

Evan Koster

Morrison & Foerster LLP

Morrison & Foerster LLP's New York-based derivatives and structured products group is best known for its regulatory advice, with expertise covering the Dodd-Frank Act and Volcker Rule, SIFI regulation, as well as EU regulations with the support of the firm's European operations. The team is perhaps strongest in the commodities space, though its has experience of all major asset classes, and has been increasingly engaged in matters relating to cryptocurrencies and carbon credits. Key figures in the team include David Kaufman, a specialist in structured transactions involving commodities and derivatives; Vladimir Maly, who divides time between New York and London and is an expert in equity derivatives in cross-border financings; and Lloyd Harmetz, who leads on structured products, particularly in relation to financial institutional offerings. Washington DC-based counsel Chrys Carey is a key name for derivatives regulations and compliance.

Practice head(s):

David Kaufman; Vladimir Maly; Lloyd Harmetz

Other key lawyers:

Chrys Carey; Seth Lucia

Key clients

Adara

Arrowgrass Master Fund Limited

AXA Investment Managers

Bank of Montreal and BMO Capital Markets

ING

Ping An Real Estate Capital

Royal Bank of Canada and RBC Capital Markets

Tiberius Asset Management

Work highlights

  • Advised a series of middle-market US banks on derivatives issues arising from the Dodd-Frank Act.
  • Advised a regional bank as the exclusive eternal provider of the client’s derivatives business.
  • Advised the Bank of Montreal and BMO Capital Markets on a vast number of derivatives transactions with an aggregate value of over $2.6bn.

Orrick, Herrington & Sutcliffe LLP

At Orrick, Herrington & Sutcliffe LLP, derivatives lawyers have a strong focus on the energy and infrastructure sectors, in line with the core strengths of the wider firm. In this regard, the group regularly advises financial institutions and end-users on return swaps and fixed-income matters. The firm also stands out for its emphasis on innovation, with clients able to utilize the specialist Orrick Analytics group to assist with the remediation and amendment of derivatives documentation. Nikiforos Mathews is global co-head of the derivatives group, advising on the structuring and negotiation of derivative products; while Alan Knoll chairs the wider structured finance group. Al Sawyers, who co-heads the global finance business unit, also has expertise in derivative securities and structured financial products. All named lawyers are based in New York.

Practice head(s):

Nikiforos Mathews; Alan Knoll

Other key lawyers:

Al Sawyers; William Cullen; Janet Barbiere; Leah Sanzari; Howard Goldwasser

Key clients

Bank of America

Citigroup

Sallie Mae

Invictus Capital Partners

Morgan Stanley & Co.

PACE Deals (Greenworks Lending, Twain Financial Partners and PACE Loan Group)

Barclays

Cantor Commercial Real Estate (CCRE)

Capital One

Ally Financial

American Express

Harley Marine Services (dba Centerline Logistics Corporation)

Ditech Holding Corporation; Ditech Financial LLC

Work highlights

  • Advises Bank of America as trust counsel in connection with their multiple GSE agency platforms (Ginnie Mae, Freddie Mac and Fannie Mae), including the securitization and resecuritization of securities backed by residential, multifamily and reverse mortgages.
  • Represents Citigroup as depositor/issuer, underwriter/initial purchaser, placement agent and mortgage loan seller in public and private offerings of CMBS backed by conduit commercial mortgage loans and private offerings/CRE CLOs backed by a single loan or portfolio of mortgage loans and secured by one or more commercial properties.
  • Acts as issuer’s counsel for some of Sallie Mae’s loan securitizations, advising on all aspects of the transaction, including tax and UCC implications and risk retention.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP's New York-based team predominantly advises issuers and end-users on the design, negotiation and execution of derivative instruments and transactions. The group's expertise spans a wide variety of asset classes, including credit, equity, fixed income, distressed debt, commodities and foreign exchange. Manuel Frey heads the department and has significant experience in cross-border over-the-counter derivatives. In August 2020, the group welcomed Charles Pesant from White & Case LLP, who brings with him expertise in risk retention.

Practice head(s):

Manuel Frey

Other key lawyers:

Brad Finkelstein; Matthew Goldstein; Brian Grieve; Tracey Zaccone; Charles Pesant

Shearman & Sterling LLP

Shearman & Sterling LLP's derivatives and structured products group has experience across all asset classes, with a client-base that includes global financial institutions, hedge funds, asset managers and corporates. Areas of focus are commodity hedges, credit trading advice linked to distressed trading and repos, though the group is also increasingly involved in crypto-asset derivatives. Donna Parisi is the global head of finance and coordinates the derivatives team. She has particular expertise in exchange-traded futures and the options market. Geoffrey Goldman is the name to note for over-the-counter derivative transactions, particularly in relation to credit and equity derivatives. Counsel Kerri Durso is building a notable over-the-counter and exchange-traded derivatives practice, acting for buy- and sell-side clients.

Practice head(s):

Donna Parisi

Other key lawyers:

Geoffrey Goldman; Azam Aziz; Bjorn Bjerke; Kerri Durso; Christian Pugaczewski

Key clients

Bank of America Merrill Lynch

Banco Bilbao Vizcaya Argentaria SA

Banco Bradesco

Banco de Chile

Banco Itaú

Banco Santander SA

Barclays

Bardin Hill Investment Partners

Berkshire Hathaway

BitOoda Technologies LLC

BlockTower Capital

Boston Scientific

Centerbridge Capital Partners

Citigroup

Consolidated Edison, Inc.

Credit Suisse Asset Management

CVS Healthcare

De Agostini S.p.A.

Deutsche Bank AG

Dow Chemical Company

Electronic Arts Inc.

Hartz Capital, Inc.

HSBC Bank

Intercontinental Exchange, Inc. and affiliates (ICE)

Jane Street Capital

JPMorgan Chase & Co.

Jyske Bank

Liberty Global

Lloyds Banking Group

Maverick Capital

Morgan Stanley

Oaktree Capital Management

Sculptor Capital Management

Pall Corporation

Schneider Electric

Shenkman Capital Management, Inc.

Societe Generale

Tudor Investment Corporation

UBS AG

Wells Fargo

Work highlights

  • Continues to advise IntercontinentalExchange and its subsidiaries on a wide range of matters, including the ongoing development of their swap and futures clearinghouses, trading facilities and related businesses.
  • Advising Citigroup and its affiliates, globally, regarding implementation of variation margin and initial margin arrangements in respect of uncleared swaps, one of the last remaining Dodd-Frank reforms aimed at improving transparency and greater regulation of the OTC derivatives market.

Sidley Austin LLP

Sidley Austin LLP is recommended in this space for advising hedge funds on end-user issues. William Kerr and Bradley Howard are the names to note in the Chicago office, while in New York, the key contacts are Ellen Pesch and Elizabeth Schubert.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP's commodities, futures and derivatives group is jointly led by Washington DC-based Kathleen McArthur and Ryne Miller. The group is known for handling enforcement issues before US regulators, as well as assisting clients with internal investigations and derivatives-related commercial litigation.

Gibson, Dunn & Crutcher LLP

The finance lawyers at Gibson, Dunn & Crutcher LLP have expertise in regulatory and legislative issues, with significant experience in liaising with officials at the CFTC, SEC ad US federal banking agencies. Clients also benefit from the firm's exceptional litigation capabilities, with lawyers able to defend derivatives-related enforcement issues, as well as handle private litigation and class actions. Jointly heading the group from the Washington DC office are Jeffrey Steiner, a former special counsel in the division of market oversight at the CFTC, and Michael Bopp, a seasoned regulatory lawyer.

Practice head(s):

Jeffrey Steiner; Michael Bopp

Key clients

Coalition for Derivatives End-Users

McDermott Will & Emery LLP

McDermott Will & Emery LLP's derivatives and structured finance practice is able to handle the transactional, tax, regulatory and compliance aspects of a variety of structured financial products. The group is best known for municipal derivatives, and has recently been involved in a number of municipal insolvencies. The group also advises sell-side clients on exchange-traded and over-the-counter derivatives. Heading the team is New York-based municipal derivatives expert David Taub. In Chicago, Andrea Kramer is noted for assisting with the taxation and regulatory aspects of derivatives transactions. New York's John Lutz is also a specialist in structured finance and derivatives tax for financial institutional clients.

Practice head(s):

David Taub

Other key lawyers:

Andrea Kramer; John Lutz

Testimonials

‘Whenever working with MWE they always bring a diverse group and provide excellent thoughts and research. Top notch talent and expertise across corporate and tax matters.’

‘Great diversity of talent and knowledge base.’

‘Advice is comprehensive and creative, always employing a solution oriented, client-focused approach.’

‘Andrea Kramer’s industry knowledge compliments her unparalleled subject matter expertise allowing her to offer clients practical solutions.’

Key clients

Bank of America Merrill Lynch

Barclays

Citibank

Credit Suisse

Deutsche Bank

Goldman Sachs

Morgan Stanley

Work highlights

  • Advised a group of leading investment banks, including Barclays, Deutsche Bank, Citibank, and Bank of America, on their purchases of receivables from the state of Illinois.
  • Advised Goldman Sachs Asset Management alongside the firm’s bankruptcy lawyers, on derivatives and structured finance products arising from municipal insolvencies concerning Detroit, Chicago and Puerto Rico.
  • Advised Barclays on Chicago’s domestic early-stage municipal insolvency, which involved non-performing derivative contracts.

Reed Smith LLP

Reed Smith LLP's derivatives practice advises domestic and international clients on a full range of transactional and regulatory matters. Among its regulatory work, the team assists with risk management and the structuring of internal policies and procedures, while on the transactional front, its strengths lie in over-the-counter and exchange-traded derivative products across all major asset classes, areas where Washington DC's Peter Malyshev is a name to note. The team's lawyers are also experienced in interfacing with US authorities in relation to Dodd-Frank Act issues, as well as CFTC and SEC regulations. In New York, Ilene Froom handles both transactional and regulatory work, and has recently been advising on issues relating to the transition away from LIBOR. Houston's Craig Enochs specializes in advising on contract structures and credit arrangements in trading and structured asset-based transactions.

Other key lawyers:

Peter Malyshev; Ilene Froom; Craig Enochs; Christine Parker; Joseph Motto

Testimonials

‘The team gives sound practical advice on a wide range of topics. Their collective knowledge and experience is outstanding.’

‘Peter Malyshev is exceptional. He delivers great customer service and goes above and beyond to help his clients. He also has extraordinary connectivity within the industry and at the CFTC. If he doesn’t know the answer to a question (which is rare), he definitely knows how to get the answer.’

Ropes & Gray LLP

A go-to firm for asset managers, Ropes & Gray LLP's derivatives and commodities group combines expertise in transactions and regulatory matters to handle transactions involving commodities and futures, as well as product structuring. In addition to advising across a range of derivatives contracts, the team also has experience of repurchase agreements and highly structured notes. Based in Chicago, Deborah Monson heads up the practice group and has significant experience in commodities deals. Leigh Fraser in Boston and Isabel Dische in New York are also contacts for buy-side clients. Also of note, in January 2020, counsel Egan Cammack joined the Boston office from an in-house position with Convexity.

Practice head(s):

Deborah Monson

Other key lawyers:

Leigh Fraser; Isabel Dische; Molly Moore; Egan Cammack

Testimonials

‘They’re an excellent combination of thorough in their research and preparation and practical in the guidance they provide.’

‘Molly Moore and Egan Cammack are incredibly well-versed in this area and are a real crutch for us as in house counsel.’

Simpson Thacher & Bartlett LLP

The New York-based team at Simpson Thacher & Bartlett LLP specializes in over-the-counter and equity-linked derivatives. Working in conjunction with specialists across the firm's capital markets, tax, funds and financial institutions groups, the team in able to provide comprehensive support to clients involved in myriad derivative contracts. The team also advises on interest rate, currency and commodity hedges. Jonathan Lindabury heads the group, with a practice spanning transactional and regulatory issues. Associate Caitlin Wood is also recommended.

Practice head(s):

Jonathan Lindabury

Other key lawyers:

Caitlin Wood

Key clients

Affiliated Managers Group

Alibaba

Apax Partners

Aramark

BC Partners

Best Buy

BlackRock

Blackstone

Citibank

Dell Technologies

EQT

Essential Utilities

First Reserve

Garda World Security Corporation

GFL Corporation

Goldman Sachs

GSO

Hellman & Friedman

Hilton Worldwide Holdings

Invitation Homes

JPMorgan

KKR

Mars Inc.

Morgan Stanley

Qudian

Silver Lake

SoftBank

Stonepeak

Teleflex Incorporated

Warburg Pincus

Work highlights

  • Advised Goldman Sachs & Co. LLC, HSBC Bank USA, N.A., Wells Fargo Bank, N.A and Citibank, N.A., among others on convertible note hedge transactions and warrant transactions relating to shares of Class A common stock of Square, entered into concurrently with Square’s $1.15bn convertible senior notes offering.
  • Advised American Electric Power Company on an SEC-registered at-the-market equity program pursuant to which shares of AEP’s common stock having an aggregate sales price of up to $1bn may be sold from time to time
  • Advised Stonepeak Infrastructure Partners on hedging transactions relating to its definitive agreement to acquire Astound Broadband, the sixth largest US cable operator in the US.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP's derivatives practice stands out for its coverage of commodity asset classes, with extensive expertise in energy, environmental commodities, metals and agricultural products. The group advises on listed and over-the-counter derivatives, and is also able to draw on the firm's capabilities in regulatory enforcement. The department is led by New York's Thomas French, who maintains a standout hedge fund client base. Supporting French in the New York office is commodities transactional expert counsel Conrad Bahlke, while Rita Molesworth is a key name for advice on regulations affecting financial institutions. Washington DC is the main base for the firm's regulatory lawyers, among whom Athena Eastwood and senior counsel Paul Pantano stand out for their commodities work.

Practice head(s):

Thomas French

Other key lawyers:

Paul Pantano; Athena Eastwood; Conrad Bahlke; Rita Molesworth

Key clients

Futures Industry Association Inc.

Citigroup Energy, Inc.

The Options Clearing Corporation (OCC)

Vitol, Inc.

Dairy Farmers of America

Goldman Sachs

Morgan Stanley

Work highlights

  • Advised the Futures Industry Association on all of its comment letters on the CFTC’s proposed position limits and aggregation rules.
  • Advised a leading electricity generation and energy provider on structuring and characterization of derivative structures used to sell renewable energy and finance new wind and solar projects.
  • Advised Citigroup Energy on the negoiation of a 30-year prepaid natural gas transaction with a municipal issuer of bonds that will be used to prepay for the gas supply.