Structured finance: derivatives and structured products in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP stands out for putting forward a comprehensive offering for buy- and sell-side clients, with expertise across the full range of asset classes. The transactional team works closely with the firm’s tax, regulatory and financial restructuring experts to offer a full service to clients. Areas of novel expertise include structured note programs, algorithmic and proprietary indices, currency-, commodity- and fixed income-linked products and emerging market notes. Richard Schetman leads the team from New York; an expert on derivatives work related to fixed-income and credit products, as well as funded derivatives. Also in New York, Lary Stromfeld, a member of the management committee, is a specialist in reference rates; and Ivan Loncar is another funded derivatives expert; Brian Foster is also recommended.

Practice head(s):

Richard Schetman

Other key lawyers:

Brian Foster; Ivan Loncar; Lary Stromfeld; Jed Miller

Testimonials

‘Jed Miller is very creative and value added to the process. Excellent commercial instincts. Client service is top tier.’

‘First-class all around’

‘Extremely thoughtful, efficient and no topic is beyond their reach. Ivan Loncar and Jed Miller are particular stand outs’

Key clients

Arbor Realty Trust, Inc.

Assured Guaranty Corp.

Bank of Nova Scotia

BNP Paribas

Federal Reserve’s Alternative Reference Rates Committee (ARRC)

Greystone & Co., Inc.

MBIA, Inc.

Morgan Stanley

Nearwater Capital

Security Industry and Financial Markets Association (SIFMA) and numerous financial institutions

Senator Investment Group, LP

Société Générale S.A.

Toronto-Dominion Bank

UBS AG

Z Capital

Work highlights

  • Advising Assured Guaranty Corp. and Assured Guaranty Municipal Corp. on the Commonwealth of Puerto Rico’s restructuring of approximately $73 billion of outstanding bond debt
  • Advised a number of market participants on the impact of derivatives margin requirements across the globe.
  • Advising Nearwater Capital in connection with the development, negotiation and implementation of U.S.-, UK- and EU-compliant risk retention financing facilities with dozens of sponsors of asset- and mortgage-backed securities.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton‘s practice in New York spans the whole spectrum of derivatives issues, with transactional and regulatory expertise that is supplemented by a strong investigations and enforcement team. The group has an impressive client roster that includes US and non-US corporate issuers, financial institutions, sovereign exchanges, clearing houses and financial trade associations. The team has a particular niche in the development of new derivatives templates and market protocols. Michael Dayan is an expert in structuring complex over-the-counter and capital markets derivative products, as well as derivatives clearing. He also has substantial experience advising on structured derivatives related to the acquisition of and investments in target companies. Clayton Simmons is another transactional expert. Brandon Hammer  focuses on the regulatory side, with expertise in issues such as close-out netting rights under US insolvency regimes. In January 2022, Colin Lloyd departed the firm.

Other key lawyers:

Michael Dayan; Clayton Simmons; Brandon Hammer

Testimonials

Very knowledgeable attorneys and a focus on diversity.’

Very smart, very efficient in terms of billing, ability to spot issues and explain complex legal issues in easy to understand terms. Very practical in terms of understanding the needs of the business.’

Key clients

Advance/Newhouse Partnership

Lowe’s Companies Inc.

J.P. Morgan

Equity Residential

Securities Industry and Financial Markets (SIFMA)

Credit Suisse

Bed Bath & Beyond

BNP Paribas

IIB

Morgan Stanley

Nomura

Deutsche Bank

Depository Trust & Clearing Corporation

Banco Santander

UBS

Goldman Sachs

Citigroup

Société Générale

Jefferies

MercadoLibre, Inc.

LATAM Airlines

Wells Fargo

Blackstone

Work highlights

  • Advised Lowe’s Companies, Inc., with respect to multiple accelerated share repurchases of its common stock, totalling in excess of $4 billion, including a variable notional accelerated share repurchase.
  • Advised SIFMA, ISDA and IIB in multiple matters, including applications to the CFTC for substituted compliance with the CFTC’s swap dealer capital rules for nonbank swap dealers organized in the EU and the UK, which resulted in no-action relief granted by the CFTC.
  • Advised Credit Suisse and UBS on their application to the SEC for substituted compliance in connection with security-based swap rules for security-based swap dealers organized in Switzerland.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP has a strong reputation for advising borrowers and lenders on equity-based financings, with a strong margin loans and back-leverage practice. It also has a broad regulatory presence, with expertise in SEC and FINRA regulation, experience in advising on LIBOR transition issues, and assisting with matters arising from the Dodd-Frank act. Jointly leading the New York-based team are senior counsel Ray Ibrahim and Mark Mendez, known for margin loans and over-the-counter derivatives, including forward sale agreements, structured stock buyback transactions, variance and correlation swaps. John Brandow is an expert in equity-related transactions, while Christopher Schell focuses on the regulatory side. The team was bolstered by the arrival of complex equity derivatives transactions specialist Caitlin Wood from Simpson Thacher & Bartlett LLP in October 2021.

Practice head(s):

Ray Ibrahim; Mark Mendez

Other key lawyers:

John Brandow; Mark DiFiore; Christopher Schell; Caitlin Wood

Work highlights

  • Advised a syndicate of lenders in the restructuring of a $4.4 billion margin loan to SoftBank secured by shares of T-Mobile US Inc.
  • Advised the dealers in connection with uncollared accelerated share repurchase transactions they entered into with Cigna Corporation, pursuant to which Cigna Corporation is repurchasing $2 billion of its common stock from the dealers.

Fried, Frank, Harris, Shriver & Jacobson LLP

Fried, Frank, Harris, Shriver & Jacobson LLP‘s practice runs across transactional and regulatory issues associated with derivatives and futures, including over-the-counter, exchange-traded and cleared products, in addition to repurchase agreements and matters such as equity and foreign exchange prime brokerage agreements. The group is led from New York by seasoned derivatives lawyer Robert McLaughlin, who has noted expertise in over-the-counter derivatives and cleared swaps. Also in New York, David Mitchell takes the lead for commodities, futures and derivatives deals; while Darren Littlejohn is most known for advising on regulatory reforms impacting the derivatives and financial markets. In Washington DC, William Breslin sits in the asset management department and is an expert in commodities work. New York-based Ray Shirazi, who has a broad practice and is increasing active in relation to digital assets, joined from Cadwalader, Wickersham & Taft LLP in March 2022, as did Steven Lofchie.

Practice head(s):

Robert McLaughlin

Other key lawyers:

David Mitchell; Darren Littlejohn; William Breslin; Ray Shirazi; Steven Lofchie

Testimonials

‘Practical problem solving – grounded in a real understanding of business priorities and needs. I feel that they understand the commercial drivers for what I want to accomplish and that helps them deliver superior service.’

‘Darren Littlejohn has a real understanding of commercial drivers for what we want to accomplish and that keeps him steps ahead of other partners at other firms. He’s able to translate clearly what legal issues may mean in practice – boil things down to the essence, and offer ways to mitigate them. The time he spent in house is really additive .’

‘Highly responsive; encyclopaedic knowledge of regulatory precedent and guidance; commercially minded but judicious.’

‘We work principally with David Mitchell. He is one of the most knowledgeable derivatives attorneys that I know. He has a small number of associates that work with him that, while not as experienced, are extremely responsive.’

‘David Mitchell is one of the most knowledgeable, and practical, derivatives attorneys that we work with.’

Key clients

Goldman Sachs Asset Management

Brookfield Asset Management

Merck

Humana

EJF Capital

Grupo Televisa

Global Holdings Management Group

Invesco

Liquid Telecommunications

Morgan Stanley

Onex Corporation

Oxford Properties Group

Neuberger Berman

PIMCO

Permira Advisers

T-Mobile

Tudor Investment Corp.

Under Armour

BlueBay Asset Management

New Senior Investment Group

Mayer Brown

Lawyers at Mayer Brown are commended by clients for ‘top notch talent in structured notes and derivatives‘, with a practice that covers transactional, regulatory and contentious work, coordinating closely with its London office On the transactional front, the firm fields a broad offering, leveraging expertise in equity, credit, interest rates and exchange rates. In New York, Anna Pinedo is an expert in structured notes and other hybrid and structured products. Chicago’s Matthew Kluchenek handles a broad range of regulatory, transactional and enforcement issues, with substantial experience in representing clients in investigations and enforcement actions by federal authorities. In Palo Alto, Remmelt Reigersman is handles the tax aspects of financial product transactions, while New York’s Curtis Doty focuses on over-the-counter derivatives, bringing to bear expertise in commercial and insolvency law. Promoted to partner in January 2022, Marla Matusic in New York is building a solid practice involving the structuring and trading of complex derivatives and structured financial products.

Other key lawyers:

Anna Pinedo; Matthew Kluchenek; Remmelt Reigersman; Curtis Doty; Pamela Sackmann; Marla Matusic

Testimonials

‘Very pragmatic group; takes time to understand your business; broad bench of expertise’

‘Matt Kluchenek – simply the best you can get in outside counsel, period.’

Mayer Brown has a very unique practice by being quick and very responsive to our request. They have a very good understanding of our needs and their knowledge is very important for us. They bring us to another level and they are very business oriented and find solutions to be proactive when we have some hurdles

Mayer Brown has been particularly efficient in delivering last minute requests at very short notice and short expected turnaround times. Mayer Brown can be trusted upon if I am looking for speed and efficiency.

Marla Matusic is my go-to and she is great. She is always flexible, can be relied upon particularly when speed/timing is of the essence. She makes herself available to turn around a trade at all hours of the day and her responsiveness is much appreciated. ‘

Top notch talent in structured notes and derivatives. The MB team is very responsive and client-focused in dealing with the demanding needs and turnaround times of an active structured notes platform. With industry-leading partners managing the team, Mayer Brown brings depth and breadth of talent to provide both sound advice and competent drafting. ‘

Key clients

Association of German Banks

Axio Financial, LLC

Bank of Montreal/BMO Capital Markets

Bitnomial Exchange

Canadian Imperial Bank of Commerce

Cowen

Crédit Agricole CIB

Deutsche Bank

Halo Investing

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

ING Group

InspereX (formerly Incapital)

International Swaps and Derivatives Association (ISDA)

m+ Funds

National Bank of Canada

Natixis

PIMCO

Raymond James & Associates

SMBC Nikko

Société Générale

Strategas Securities

Structured Products Association

Toronto Dominion/TD Bank

UBS

Walleye Trading Advisors

Allen & Overy LLP

Allen & Overy LLP's team in New York is most noted for its work with industry bodies, including regular advice on ESG issues. On the transactional front, the group has a strong track record in over-the-counter derivatives, spanning interest rates, currency, equities, commodities, longevity and mortality, as well as credit risk. The group has a niche in derivatives clearing issues, drawing on a familiarity with US and EU law. David Lucking heads the global international capital markets practice, and is an expert in derivatives and structured finance regulation. Deborah North (a board member of the Women in Derivatives group) is another key contact, with substantial experience in over-the-counter derivatives and structured synthetic products, in addition to cross-border security agreements. Senior associate James Bryson is another name to note.

Practice head(s):

David Lucking; Deborah North

Other key lawyers:

James Bryson

Testimonials

‘Perhaps the foremost derivatives practice in New York. Seamlessly weaving together their own New York law advice with their colleague’s English law and other jurisdictional legal advice.’

‘A client focus that makes it seem that nothing is too much trouble. Deborah North in particular manages to provide exceptional availability to clients.’

Key clients

LCH Limited

Market Risk Advisory Committee of the CFTC

Alternative Reference Rates Committee

LCH SwapAgent

Work highlights

  • Acted as New York and English legal counsel to LCH Limited (LCH), a member of the London Stock Exchange Group, on the transition of a very significant volume of cleared derivatives to risk-free rates.
  • Advised Market Risk Advisory Committee of the CFTC on a number of issues including supporting the transition from USD LIBOR to SOFR.
  • Advised the reporting subworking group of the ARRC regulatory working group on advocacy and relief requests from certain CFTC requirements in the context of the IBOR transition.

Katten

Katten‘s derivatives practice spans exchange-traded and over-the-counter products and their regulation. The team is most noted for its regulatory offering, which extends to representing clients in enforcement issues, investigations by the CFTC and litigation. Heading the financial markets and regulations group from New York is Gary DeWaal, who is increasingly known for advising on the law governing digital assets and cryptocurrencies. Also in New York, Carl Kennedy has expertise in the Dodd-Frank Act. In Chicago, Kevin Foley  focuses on US commodity exchange legislation and CFTC rules. In January 2021, the Washington DC office was joined by Daniel Davis from the CFTC in a boost to the regulatory practice. Guy Dempsey retired in 2021.

Practice head(s):

Gary DeWaal

Other key lawyers:

Kevin Foley; Carl Kennedy; Daniel Davis

Latham & Watkins LLP

The ‘forward thinkers‘ at Latham & Watkins LLP have a practice that spans the gamut of over-the-counter derivatives and exchange-traded derivative products, with expertise in transactions as well as the regulatory and enforcement aspects of this work. Margin finance is another core specialism, and equity-linked products are another line where the team stands out. Based across London and New York and co-chairing the firm’s global financial institutions group, Witold Balaban is a vastly experienced figure in the New York-based department, which is now led by Rafal Gawlowski. Yvette Valdez, who is developing an impressive cryptocurrency-related practice. and Douglas Yatter, who is the name to note for regulatory and enforcement issues, co-chair the firm’s commodities and derivatives regulation and enforcement practice. Courtenay Myers Lima is an expert in structured products, capital markets, fintech developments and bank and broker-dealer regulatory matters, while Catherine Lee is noted for equity-linked deals.

Practice head(s):

Rafal Gawlowski; Yvette Valdez; Doug Yatter

Other key lawyers:

Witold Balaban; Courtenay Myers Lima; Catherine Lee; Reza Mojtabaee-Zamani; Eric Rice

Testimonials

‘The LW teams that support us in derivatives and margin loans is excellent. They are forward thinkers and are very invested in helping us to evaluate issues in complex transactions. The US team is our go to team when we need outside counsel to be very involved in a transaction.’

‘Reza Mojtabaee-Zamani is an exceptional lawyer. He is very balanced, thoughtful, strategic and very helpful whenever he is has the opportunity to assist. He is one of our top lawyers in equity derivatives and our most trusted partner.’

‘The LW equity derivatives team based in New York and London has continued to demonstrate strong capabilities in the space far beyond its peers in terms of knowledge and experience, quality of service and responsiveness. The team has advised a number of major banks on the some of the most significant and challenging equity derivative transactions, while also providing guidance to the law firm on the client side. They have demonstrated strong teamwork during the pandemic and worked very efficiently to advise and execute complex documentation for multiple banks.’

‘Witold Balaban who leads on equity derivative transactions stands out on his deep knowledge and experience in the space. He is able to provide constructive advise in favor of his clients in challenging situations. He is also very responsive and always available for advise when needed.

Eric Rice has been instrumental on driving execution and managing workflow to make sure transactions were closed within schedule. He is very hard working, responsive and organized, making him a very trustworthy lawyer.’

‘Catherine is extremely knowledgeable and ensures that client facing (including an investment bank’s end clients facing) communications are handled sensitively, but clearly. Her associates are wonderful at executing/turning changes/flagging items for in house counsel to consider so that our end clients have a solid understanding of our risk positions in the terms of a confirm.’

‘Catherine Lee is outstanding in knowledge and in ability to handle tough negotiations. She empathizes but firm in explaining to business line folks where the line is for comfort.’

Key clients

Alphatec

Bank of America

Bank of Montreal

BTIG

Celsius

Citigroup

Citigroup, Royal Bank of Canada (RBC), JP Morgan

Coinbase

Credit Suisse

Credit Suisse AG, London Branch

Credit Suisse AG, Nassau Branch

General Motors Financial Company, Inc.

Goldman Sachs, JP Morgan Chase

J. Wood Capital Advisors LLC

JP Morgan Chase & Co.

Morgan Stanley, MUFG

Orion Energy

Searchlight Capital

Symphony Communications

Work highlights

  • Advising the lenders in connection with enforcement under the margin loan extended to the Chairman of Luckin Coffee.
  • Advising J. Wood as a financial advisor in connection with an exchange of two series of convertible notes of Inphi for the common stock of Marvell and negotiated unwinds of the related capped call transactions, all in connection with Marvell’s $10 billion acquisition of Inphi.
  • Advising JPM on its Medium-Term Notes Program. The notes are unsecured, medium-term notes that are linked to a variety of underlyings, including indices, stocks and funds.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP‘s derivatives practice sits within the investment management department and provides advise pertaining to the waterfront of derivatives issues, encompassing transactional, regulatory and enforcement work, as well as issues arising from insolvencies. New York’s Thomas D’Ambrosio  has knowledge across a wide variety of asset classes, including equity, debt, credit, commodity, interest rate, currency, and exotic derivatives, also advising on regulatory and insolvency-related matters. He jointly leads the team alongside Michael Philipp  in Chicago, who has expertise in novel transactions, with experience advising on cryptocurrency derivatives. In Boston, Edwin Smith  has a specialism in equity and credit derivatives, interest rate and currency swaps, and total return swaps. Another key figure in Boston is Katherine Dobson Buckley, who regularly handles cross-border and US futures, derivatives and prime brokerage work.

Practice head(s):

Thomas D’Ambrosio; Michael Philipp

Other key lawyers:

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

Key clients

Entergy Corporation

Ameren Corporation

NextEra Energy, Inc.

esVolta

Citibank

Corporate Office Properties Trust

Long Road Energy

BNY Mellon

BNP Asset Management

Bitfinex

Exodus Point Capital Management

Citadel

American Water Works Company

KalshiEX Inc.

Merrill Lynch

Work highlights

  • Assisted KalshiEX Inc. (Kalshi), a CFTC designated contract market (exchange), with its event market product listing regulatory analysis and ongoing interaction with the SEC as  to whether any of its proposed contracts constituted securities or securities derivatives within the jurisdiction of the SEC
  • Advised Entergy Corporation on establishing a $1 billion at-the-market equity issuance program that could utilize equity forward derivative transactions. This transaction was important for the issuer to preserve the current stock market price of a significant amount of its shares while being able to determine when to issue the shares in the future.
  • Advised Ameren Corporation on establishing a $750,000,000 at-the-market equity issuance program that could utilize equity forward derivative transactions. This transaction was important for the issuer to preserve the current stock market price of a significant amount of its shares while being able to determine when to issue the shares in the future.

Skadden, Arps, Slate, Meagher & Flom LLP

At Skadden, Arps, Slate, Meagher & Flom LLP, the derivatives team has a broad practice that encompasses transactional, regulatory and enforcement work, as well as derivatives-related litigation. On the transactional front, the group advises end-user clients including investment banks on over-the-counter products; other areas of expertise cover hybrid securities, equity units transactions and various convertible note and equity transactions, including related derivative transactions. Jointly leading the team are New York’s Yossi Vebman and James Stringfellow. Theodore Kneller departed for the DOJ in September 2021.

Practice head(s):

Yossi Vebman; James Stringfellow

Work highlights

  • Advised a U.S. public pharmaceutical company in connection with the implementation of its currency hedging program.
  • Advised a large Asia-Pacific conglomerate in connection with deal contingent FX forward in connection with a multi-billion dollar sale of interests in a subsidiary.
  • Advised the forward purchasers and underwriters in connection with the registered forward offering and multiple at-the-market forward offerings of Easterly Government Properties, a publicly traded multi-billion dollar real estate investment trust.

White & Case LLP

White & Case LLP‘s derivatives group in New York has experience advising buy- and sell-side clients across a wide variety of asset classes, both domestically and cross-border using derivatives in funding transactions, as well as regulatory work stemming from derivatives transactions. The team, led by Ian Cuillerier , is noted for matters involving the financing of manufacturing facilities and energy power plants. Edward So is an expert in over-the-counter derivatives transactions, having developed niches in advising fintech companies and creating ESG derivative structures. Associate Rhys Bortignon is another key individual with over-the-counter derivatives experience, in addition to expertise in repo transactions, securities lending transactions and structured products.

Practice head(s):

Ian Cuillerier

Other key lawyers:

Edward So; Rhys Bortignon

Testimonials

‘Strong global and cross-functional expertise. Highly responsive client focus.’

‘Explains and abstracts complex financial concepts in a concise, easy to understand way. Makes an effort to understand our business needs and adapts guidance to reflect our unique circumstances.’

Key clients

Arroyo Energy Investment Partners

AVANGRID, Inc.

Calpine Energy

Deutsche Bank AG

ING Capital LLC

Intesa Sanpaolo S.p.A.

Ivanhoe Mines Ltd.

LS Power

Mondelēz International, Inc.

Morgan Stanley & Co. LLC

MUFG Bank, Ltd.

Sumitomo Mitsui Banking Corporation

The Bank of Nova Scotia

The Hertz Corporation

Vista Ridge LLC

VPC Impact Acquisition Holdings

Work highlights

  • Advised Vista Ridge LLC in its issuance of just over US$1.0 billion of Senior Secured Notes to refinance approximately US$850 million of existing construction financing and take out interest rate swaps related to the development of the Vista Ridge Regional Supply Project pipeline, a 142-mile water transmission pipeline delivering over 50,000 acre-feet of groundwater per year from the Carrizo-Wilcox aquifer to the City of San Antonio, Texas, pursuant to a thirty-year take-or-pay agreement with the San Antonio Water System
  • Advised the initial purchasers (led by Morgan Stanley & Co. LLC) and the capped call transaction counterparties on DraftKings Inc.’s offering of US$1.265 billion aggregate principal amount of its 0% convertible senior notes due 2028 (which includes the full exercise of the initial purchasers’ option to purchase additional notes) and the negotiation and execution of the associated capped call transactions.
  • Advised on a number of derivatives contractual claims, defences of force majeure and restructurings in connection with the “Texas weather event” of February 2021.  The cold weather event in mid-February caused the shutdown of a significant portion of the electricity grid in Texas causing the market clearing price in ERCOT to reach its effective cap price of $9000 per MWh, well above the generally contracted fixed price of between $25 to $40 per MWh.

Clifford Chance

The global scope of the primarily New York-based team at Clifford Chance regarding structured products includes structured real estate transactions and CLOs, synthetic credit risk transfer transactions, securities lending, and over-the-counter derivatives. Practice head Lee Askenazi focuses on CLOs, asset-backed securities, and mortgage-backed securities; David Felsenthal specializes in derivatives and structured finance; and Gareth Old is a key contact regarding risk transfer transactions. Robert Hagan is based in Washington DC and covers structured finance and securitizations, while  Alistair Dunlop deals with structured finance transactions and cross-border structured debt transactions. Lawyers mentioned are in New York unless otherwise stated.

Practice head(s):

Lee Askenazi

Other key lawyers:

Robert Villani; Robert Hagan; Alistair Dunlop; David Felsenthal; Gareth Old

Testimonials

‘Ability to draft complex and bespoke arrangements; availability and responsiveness.’

‘Responsiveness; good turnaround time for documents.’

Key clients

Securities Industry and Financial Markets Association (“SIFMA”)

Bayview Asset Management / Oceanview Life and Annuity

PIMCO

UBS

Western Alliance Bancorp

Texas Capital Bank (TCB)

Nomura

Goldman Sachs

Apollo Global Management

Angelo Gordon

JP Morgan

Standard Chartered

ICBC Standard Bank plc

Ready Capital / Waterfall Asset Management

Inter-American Investment Corporation

Credit Agricole

Waterfall Asset Management

AIG

The Prudential Insurance Company of America

Credit Suisse

Taulia Inc.

Work highlights

  • Advised Texas Capital Bank (TCB), on a credit risk transfer transaction linked to mortgage warehouse loans. TCB is the first regional US bank to enter into a credit risk transfer transaction and others are expected to follow.
  • Advised Ready Capital and its affiliates as a borrower under the first ever broadly syndicated mortgage repo, a syndicated loan facility for small balance commercial mortgage loans.
  • Advised Inter-American Investment Corporation in connection with the $489m securitization of Chilean electricity tariff receivables.

Eversheds Sutherland

Based in Washington DC, the structured finance team at Eversheds Sutherland advises US and international clients on a broad range of matters in the derivatives sector, including weather and freight derivatives, cleared swaps and futures, and credit derivatives and synthetic securitizations. The team is especially strong in advising clients in the oil and gas industries. Practice co-heads James Cain and David McIndoe both focus on a broad range of derivatives and regulatory matters. Meltem Kodaman covers derivatives contracts, while Alexander Holtan is a key contact for clients in the energy sector on derivatives and enforcement matters. Raymond Ramirez advises on structured products and derivatives trading and compliance. Associate Lizet Steele is also highly recommended.

Practice head(s):

James Cain; David McIndoe

Other key lawyers:

Meltem Kodaman; Alexander Holtan; Raymond Ramirez; Lizet Steele

Testimonials

‘Eversheds is particularly good at thinking about issues in a practical manner and suggesting solutions not based on the transaction that the client brings to them, but what they deem to be most efficient based on Eversheds’ experience.

Eversheds is also unique in the derivatives space as being a firm that represents a lot of buy-side firms. This experience has been invaluable to us.’

‘The team has extensive knowledge on the derivative front, both with respect to negotiating/ drafting relevant documents and regulations applicable to derivatives. The team is diverse and willing to discuss billing issues, both of which are much appreciated.’

‘Ray Ramirez and Lizet Steele deserve recognition for the extent of their knowledge and willingness to put in the effort needed to meet deadlines.’

‘The team has outstanding expertise across all derivatives-related matters pertaining to insurance companies, including ISDA/CSA, UMR, MCA, custom index documentation, etc. Very practical approach to document negotiation and business terms. Diverse client base provides well informed view of the evolution of market standard practices. Very diligent in evaluations and very skilled at articulating tradeoffs of various choices to clients, such that informed business decisions can be made.’

‘Subject matter experts with substantial experience. They provide excellent general advice, but also are forward looking in their ability to foresee future developments and contingencies that may affect our firm, products, or investors. All team members work well together and complement each other’s knowledge, experience, and advice. The team has always been genuinely invested in our success, whether on a large strategic scale or on individual matters. The team is trustworthy and dependable, professional and ethical. All are a pleasure to work with.’

‘Jamie Cain – derivatives and product expert with tremendous experience, a long-standing relationship with our firm. Jamie is creative, a valuable guide, and committed. His work helps us sleep at night.’

Key clients

The Commercial Energy Working Group

Federal National Mortgage Association

United States Commodity Funds

Work highlights

  • Advised the Commercial Energy Working Group in connection with derivatives reform following the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection. Work includes advocating for the group in front of the Commodity Trading Futures Commission, Congress, exchanges and other federal regulators.
  • Advised Fannie Mae on the derivatives regulatory implications of several multi-hundred million dollar mortgage-based securitization transactions; represented Fannie Mae before the staff of the CFTC; assisted Fannie Mae with its implementation of steps to address the transition away from LIBOR; and assisted Fannie Mae with developing and putting in place documentation with various swap dealers to ensure compliance with the uncleared margin rules of the United States and other jurisdictions.
  • Assisted USCF with its launch of each of its ETFs and ETPs and have developed operating documentation and regulatory compliance policies and procedures for USCF as well as required disclosures under US federal securities and commodities regulations.

Haynes and Boone, L.L.P.

The derivatives team at Haynes and Boone, L.L.P. advises a broad range of clients, including international banks, private equity funds, hedge funds, and bank holding companies on securities, derivatives, and regulatory matters. Its derivatives expertise extends to hedging derivatives, over-the-counter products, and project finance-related hedging agreements. Practice head Neal Kaminsky is based in Houston and covers compliance with Dodd-France, CFTC, and FERC regulatory requirements. In New York, Giorgio Bovenzi specializes in global credit risk management regarding derivatives. He works alongside Matthew Frankle, a key contact regarding equity financing transactions such as swaps, options, and repurchase agreements, and Brian Sung, who focuses on derivatives and commodities markets, as well as alternatives investments and cryptocurrency. Based in Washington DC, Phil Lookadoo focuses on the energy and project finance derivatives space.

Practice head(s):

Neal Kaminsky

Other key lawyers:

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

Testimonials

‘I have not come across another firm that has both the depth and breadth of expertise that Haynes and Boone has in the field of structured finance. It is invaluable to our business to have a go to firm that we can trust and rely on without a second thought.’

‘Alex Grishman, Matthew Frankle and Brian Sung are the cornerstones of this group. Each one of them has deep subject matter expertise, impeccable work ethic and a perfect combination of legal skills and business sense to get the work done that is need. I do not think that there is a better firm for this kind of work.’

Hogan Lovells US LLP

Based in New York, Hogan Lovells US LLP advises sovereigns, international financial institutions, and Latin American-based corporations on a broad range of derivatives and regulatory-related matters, such as REITs, equity derivatives, ATM offerings, and structured products. It often acts for clients active in the energy, insurance, and healthcare industries. Practice head Evan Koster specializes in complex financial products and derivatives transactions, including on foreign exchange, equities, and commodities products. Senior associate Adam Lapidus advises on capital markets transactions, including interest rate, credit, and FX derivatives.

Practice head(s):

Evan Koster

Other key lawyers:

Adam Lapidus

Morrison & Foerster LLP

Morrison Foerster focuses on cross-border derivatives, with particular strengths regarding regulatory matters, insolvency risk mitigation, and commodity transactions. The team has also seen an increase in activity advising fintech start-ups in crypto compliance and trading. In New York, co-chair David Kaufman is a key contact regarding structured transactions involving derivatives, and is also highly experienced in M&A and reorganizations. He works alongside co-chair Vladimir Maly, a specialist in cross-border equity derivatives and bespoke transactions. In Washington DC, counsel Chrys Carey is well-regarded for his work on derivatives regulatory and compliance matters, while counsel Seth Lucia covers energy regulatory and derivatives mandates.

Practice head(s):

David Kaufman; Vladimir Maly

Other key lawyers:

Chrys Carey; Seth Lucia; Lloyd Harmetz

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

  • Advising various domestic middle market banks on derivatives matters relating to financial regulatory reform, including the Dodd-Frank Act.
  • Advising U.S.-based commercial bank clients on a novel legal services partnering arrangement, serving as the exclusive external provider of legal services in support of the client’s derivatives business and play a central role in helping the client manage work flow.
  • Advising number of investment banks on derivatives matters relating to financial regulatory reform, including MiFID 2/MiFIR and Basel III.

Orrick, Herrington & Sutcliffe LLP

Based in New York, Orrick, Herrington & Sutcliffe LLP deals with both structured products and securitizations, often acting on behalf of leading underwriters, financial institutions, and Fortune 100 corporates. It is especially strong in tender option bonds and frequently represents clients regarding regulatory inquiries and derivative-related enforcement actions. Structured finance group leader Alan Knoll specializes in corporate securities and structured finance transactions, while finance business unit head Al Sawyers focuses on issuance of structured notes, CLOs, synthetic convertible bonds, and credit-linked notes. Global co-head of the derivatives group Nikiforos Mathews is a key resource regarding complex derivative instruments and swap agreements.

Practice head(s):

Alan Knoll; Al Sawyers; Nikiforos Mathews

Other key lawyers:

William Cullen; Janet Barbiere; Leah Sanzari; Howard Goldwasser

Testimonials

‘Deep expertise in derivatives law allows for very efficient work.’

‘Nik Mathews has unparalleled expertise in this area.’

Key clients

Microsoft

Goldman Sachs

Birch Infrastructure, PBLLC

Work highlights

  • Represented Microsoft in connection with the development and structuring of a novel synthetic power purchase agreement relating to renewable energy, the first of its kind.
  • Represented Goldman Sachs in connection with the negotiation of MSFTA agreements with clients to comply with the amendment of FINRA margin rules, as well as on special projects that, among other things, have assisted Goldman in quantifying, in their front office trading systems, credit, legal and other risks inherent in the bank’s trading documentation with market counterparties.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Led by cross-border over-the-counter derivatives expert Manuel S. Frey in New York, the team at Paul, Weiss, Rifkind, Wharton & Garrison LLP advises both sell-side and buy-side clients on derivatives instruments and transactions. Its expertise in assets ranges from credit and equity to commodities and foreign currency exchange and regularly takes on mandates involving the enforcement of rights against struggling counterparties and compliance requirements. Tracey Zaccone is a key contact regarding complex securities offerings, while Brad J. Finkelstein covers derivatives products.

Practice head(s):

Manuel Frey

Other key lawyers:

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

Shearman & Sterling LLP

Shearman & Sterling LLP focuses on complex cross-border derivatives and structured products mandates, often acting on behalf of US and global financial institutions, corporations, and hedge and private equity funds. Its broad range of work extends to niche specialisms such as crypto-asset derivatives, advising banks on trading issues and custody concerning crypto and digital assets, and advising fintech corporates on regulatory compliance. Based in New York, derivatives team leader Donna Parisi is a key asset regarding derivatives, securitization, and structured products, with particular strengths in the options market and exchange-traded futures. She works alongside Geoffrey Goldman and Kerri Durso, both experts in structuring and documenting over-the-counter derivatives.

Practice head(s):

Donna Parisi

Other key lawyers:

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

Key clients

Citigroup

Morgan Stanley

Intercontinental Exchange, Inc. and affiliates (ICE)

Maverick Capital

Banco Bilbao Vizcaya Argentaria SA; Banco Santander SA; HSBC Holdings Plc; JPMorgan Chase & Co.

Bank of America Merrill Lynch

Liberty Global

Wells Fargo

Work highlights

  • Representing Intercontinental Exchange, Inc. (ICE) and its subsidiaries (including ICE Clear Europe, ICE Clear Credit, ICE Clear US and ICE Futures US) in a wide range of matters, including the ongoing development of their swap and futures clearinghouses, trading facilities and related businesses.
  • Advised financial institutions on developing “playbooks” for scenarios that may occur if a derivatives trading counterparty fails to perform certain obligations under one or more trading agreements and/or is at risk of insolvency or is initiating bankruptcy proceedings.
  • Regularly represented financial institutions, investment banks, corporate issuers, holders of large equity stakes and hedge funds in connection with highly complex equity derivatives transactions, including forward convertible note hedges, total return swaps, equity collars and prepaid forward transactions.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP frequently advises energy companies, lenders, and dealers on derivatives in the physical commodities markets, particularly in the energy, metals, and agricultural products industries. The team also has experience in listed and over-the-counter derivatives, as well as proxy generation swaps, cross-border derivatives, enforcement defense, and regulatory advice. Based in Washington DC, practice chair Thomas French focuses on complex derivatives, often advising hedge funds and investment banks, while Athena Eastwood and senior counsel Paul Pantano are key resources regarding regulatory matters. In New York, counsel Conrad Bahlke and Rita Molesworth deal with derivatives and commodities transactions and regulatory advice for financial institutions, respectively. Of note, regulatory expert John Thomas joined from commodities trading company J. Aron & Company LLC in August 2021, counsel Margo Bailey joined from the US Commodity Futures Trading Commission in May 2021, and regulatory specialist Neal Kumar was promoted to partner in January 2021.

Practice head(s):

Thomas French

Other key lawyers:

Paul Pantano; Athena Eastwood; Conrad Bahlke; Rita Molesworth; John Thomas; Margo Bailey; Neal Kumar

Key clients

Futures Industry Association Inc.

Citigroup Energy, Inc.

Community Bank, N.A.

The Options Clearing Corporation (OCC)

Vitol, Inc.

Dairy Farmers of America

Goldman Sachs

CIBC

Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP provides regulatory counsel, transactional advice, and counselling on enforcement regarding derivatives. Its clients range from financial institutions and Fortune 500 companies to clearing houses and investment funds. The team is highly experienced challenging agency actions in court as well as advocacy at regulatory agencies. Notably, it runs the Coalition for Derivatives End-Users, a trade association representing companies that use derivatives to mitigate business risks. Based in Washington DC, practice head Jeffrey Steiner focuses on compliance regarding cross-border global derivatives, including compliance with the Dodd-Frank Act, EMIR, and MiFID II. He works alongside Michael Bopp, who advises on derivatives regulatory and legislative mandates.

Practice head(s):

Jeffrey Steiner

Other key lawyers:

Michael Bopp

Key clients

Coalition for Derivatives End-Users

Honeywell International

Work highlights

  • Acting on the creation and running of the Coalition for Derivatives End-Users, which has roughly 300 active company and trade association members. The Coalition works on both legislative and regulatory fronts to help protect interests of end-user companies in the debate over appropriate regulation of derivatives under Title VII of Dodd-Frank, EMIR, Canadian derivatives laws and other global rules.
  • Acted as Honeywell’s counsel on derivatives regulatory matters.

Polsinelli PC

The derivatives and structured products team at Polsinelli PC is mostly active in the swap space, but also engages in credit trading and structured finance for clients in the commercial mortgage industry. Based in St Louis, Joseph Mantovani leads the practice.

Practice head(s):

Joseph Mantovani

Reed Smith LLP

Reed Smith LLP advises US and international clients on over-the-counter and exchange-traded derivatives, transactions, and regulatory matters, including risk management. Peter Malyshev is based in Washington DC and focuses on derivatives transactions, compliance, and regulatory-related matters, including over-the-counter and exchange-trader derivatives. In New York, Ilene Froom‘s broad derivatives experience includes advising buy-side trader organizations on swaps and Dodd-Frank-related compliance. Houston-based Craig Enochs is noted for his work on environmental trading transactions, and structured, asset-based transactions. Commodity and derivatives regulation expert Jonathan Marcus joined from Skadden, Arps, Slate, Meagher & Flom LLP in June 2021.

Other key lawyers:

Peter Malyshev; Ilene Froom; Craig Enochs; Christine Parker; Joseph Motto; Jonathan Marcus; Matthew Petrillo; Daniel Buoniconti; Danielle Chirdon; Riley Brittni

Testimonials

‘Ilene Froom is a excellent derivatives legal advisor across a wide range of products. She is a great negotiator, knowing the ins and outs of the derivatives publications more than their authors.’

‘The team added Jonathan Marcus who is a renowned attorney in the derivatives space. He has rounded out the capabilities and brought star power the Reed Smith team.’

‘Jonathan Marcus is our go-to outside counsel because he is incredibly knowledgeable, extremely well-respected by the regulators and industry players alike, and genuinely good person. Jonathan has given us counsel on a wide variety of matters and added value on every one of them. He respects that we have considerable expertise, and he compliments that expertise with his own very well. He is happy following my instructions to a “t” providing me with support on one project, and then when I need it, running with it on his own and doing an amazing job. His versatility, humility, and acclaimed expertise make me really happy to have Jonathan as our counsel. Finally, Jonathan is a very honest biller. This is important for obvious reasons, and it reinforces my confidence in my counsel.’

‘We have been working with Reed Smith for several years now and their support on the structure finance field has been key for our organization. Their team is extreme knowledgeable in this field (this is an area of expertise of this firm), their work is very efficient (in our industry, time is always of the essence) their team is diverse.’

‘The main lawyers that we interact on a daily basis are Michael Brown, Matthew Petrillo, Daniel Buoniconti, Danielle Chirdon, Riley Brittni. Michael Brown is the head of the team, and is always involved in complex transactions/questions. As mentioned above, the team as a whole is exceptional, considering their vast experience their are able to advice and guide us in the negotiation, implementation and compliance of our facility agreements(both borrowing base and bilateral) as well as other transactions, in line with our group’s objectives.’

Ropes & Gray LLP

The derivatives and commodes team at Ropes & Gray LLP advises mutual funds, financial institutions, sovereign wealth funds, and corporations on commodes and futures transactions, as well as regulatory matters and product structuring. Its expertise also includes mandates involving swaps, options, structured notes, and exchange-traded options. Based in Boston, practice co-head Leigh Fraser specializes in derivatives and commodities, often advising buy-side clients on the negotiation of ISDA Master Agreements, repurchase agreements, and triparty agreements. Isabel Dische operates out of New York and advises global fund sponsors on structuring and compliance, while in Washington DC, Molly Moore focuses on derivatives and trading arrangements. Deborah Monson retired in January 2021.

Practice head(s):

Leigh Fraser

Other key lawyers:

Isabel Dische; Egan Cammack; Deborah Monson

Testimonials

‘Molly Moore is my favorite outside counsel I’ve ever worked with — incredibly talented, thorough, but very practical.’

Work highlights

  • Advised an investment firm client with offices in the US, the UK and Singapore on derivatives, CFTC registration, securities financing matters and regulatory issues.
  • Advised a leading global investment management firm on a variety of derivatives, Dodd-Frank and CFTC regulatory issues for its various private funds and separately managed accounts.
  • Advised an alternative investment firm on US commodities laws & regulations, including navigating National Futures Association exams; and negotiating trading documentation (including master agreements and bespoke arrangements for hedging and speculative purposes), trade structuring and providing advice regarding US & EU derivatives regulatory issues for a variety of investment product types.

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP advises investment banks, corporations, and private equity funds on over-the-counter derivatives, as well as mezzanine financing, currency and commodity hedges, and equity derivatives. Based in New York, team head Jonathan Lindabury is highly experienced in derivative transactions, including margin loans, equity hedging and monetization transactions, and over-the-counter derivatives. Caitlin Wood departed in October 2021.

Practice head(s):

Jonathan Lindabury

Testimonials

‘Jon Lindabury is a trusted advisor. He is among the best equity-derivatives lawyers in the field.’

‘Jon is among the most knowledgeable lawyers out there. He also is thoroughly versed in derivative structures. He provides savvy legal advise and also can help to efficiently structure transactions. His ability to bridge legal and commercial issues really sets him apart from other practitioners.’

Key clients

Alibaba

Affiliates Managers Group

Apax Partners

Aramark

Barclays

BC Partners

Best Buy

BlackRock

Blackstone

Citibank

Dell Technologies

EQT

Essential Utilities

First Reserve

GFL Environmental

Goldman Sachs

GSO

Hellman & Friedman

Hilton Worldwide Holdings

Invitation Homes

JPMorgan

KKR

Morgan Stanley

Oaktree

Qudian

Silver Lake

Softbank

Stonepeak

Teleflex Incorporated

Warburg Pincus

Work highlights

  • Represented Dell Technologies Inc. in connection with the announced agreement to spin-off its 81% equity ownership interest in VMware, Inc. and advice relating to Dell Technologies’ margin loan secured by VMWare shares.
  • Represented an investment vehicle affiliated with Blackstone Capital Partners in connection with a $565m margin loan secured by ordinary shares of Gates Industrial Corporation plc.
  • Represented affiliates of Silver Lake in connection with the purchase of $1bn of 0.75% Convertible Senior Notes due 2026 of Splunk Inc., and related advice regarding backleverage.