For example, a single-member limited liability company (LLC) is, for federal tax purposes, disregarded (in the absence of the SPE electing any contrary tax treatment) and therefore any transfer of assets from a parent to its wholly owned LLC will not be a taxable event. The master trust receives the proceeds from the repaid loans and uses those proceeds in part to pay interest and principal on the issued notes. The firm now recruits exclusively through its vacation scheme. With approximately 850 lawyers in 25 offices The firm was recognized with 106 practice and individual clarifying that the rules preempt any state or local law or standard relating to the selection or use of a benchmark replacement or benchmark replacement conforming changes. On top of that, we try to connect those who express a particular interest in a certain area with relevant people around the office, says Gascoyne. From an investors perspective, if an SPE is treated as a partnership for tax purposes, and the notes issued by the SPE to such investor were to be treated as equity for tax purposes, then the noteholder would be taxed individually on its share of the SPEs income, gain, loss, deductions and credits attributable to the SPEs ownership of the assets and liabilities of the SPE, without regard to whether there were actual distributions of that income. In addition to a robust, dedicated structured transactions practice, it offers key practice area expertise to support transactions, including tax, the Employee Retirement Security Act (ERISA), litigation, broker-dealer, real estate and investment company practice lawyers. These GSEs purchase loans that satisfy their origination criteria and issue securities backed by pools of such loans that are guaranteed by the relevant GSE. Overview. periodic reporting about previously reported incidents, risk policies and procedures, director oversight of risks, and managements role in assessing and managing risks; and. Preferred: Relevant work experience; law journal/moot court participation; foreign language skills. The trainees we spoke to let us know that the majority of trainees want to qualify into M&A and finance but of course teams cant facilitate everyones wants. The firm didn't disclose its 2022 retention figures. One of the requirements for achieving sale accounting for financial assets under US Generally Accepted Accounting Principles (GAAP) is that the transferred financial assets have been isolated from the transferor even in bankruptcy or other receivership, and a part of that analysis looks to the legal true sale analysis. Apply today at CareerBuilder! In addition to driving value for clients, the data system also provides powerful predictive insights to help clients achieve their business goals. There are extensive fundamental and technical differences between ABS and corporate issuers, not the least of which is that ABS issuers engage in limited activities that pose limited cybersecurity risks. Those rules, which were proposed in July 2022 and adopted in December 2022, will become effective 30 days after their publication in the Federal Register. Trainees whod experienced other vac schemes were won over by Shearman & Sterling: Some firms give you fake pieces of work and put on too many socials. Indeed, trainees told us that it is almost certain you will have to work evenings and the odd weekend at some point. Hoursgenerally start at 9.30am and finish around 7.30pm on average, but dont fret too much: time off is well respected, and most teams track it if you are working more than four hours at the weekend. Trainees felt well compensated for these hours too. The number of independent directors should be at least equal to the minimum number of members or partners required to continue the SPEs existence. However, an outright prohibition against the SPE itself voluntarily filing for bankruptcy is unenforceable as against public policy and such risk must therefore be mitigated by more indirect means. Vinson & Elkins awards some of the brightest law students from top law schools in the U.S. with Diversity Fellowships each year. The calendar year 2023 also should see a continued focus on the transition from the use of the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR). The rankings highlight the London offices capabilities across multiple practice areas including Antitrust & Competition, Capital Markets, Corporate/M&A, Energy, Finance, Financial Regulatory/Financial Services, International Arbitration and Projects. 5 Contributions provided by Shearman & Sterling LLP, The general counsel's comprehensive guide | USA. That letter postpones the requirement to comply with the rule until 4 January 2025 subject to satisfying certain requirements with respect to the issuer or the securities. for consumer contracts and most other contracts, SOFR (in place of overnight LIBOR) or term SOFR of the relevant tenor; for derivatives, 30-day average SOFR compounded in arrears (the SOFR rate used in the ISDA protocol); for certain contracts for which a Federal Housing Administration-regulated entity is a party, SOFR (in place of overnight LIBOR) or 30-day average SOFR (or, for Federal Home Loan Bank advances, the SOFR rate used in the ISDA protocol as described above); and. The Basel III definition of securitisation is tied to a tranched exposure to a pool of underlying exposures. The old trope of competition at US firms was something that the current intake was quick to dismiss too. representations that the secured party has a perfected security interest. Apr 2015 - Jan 20193 years 10 months. Job posted 5 hours ago - Shearman and Sterling is hiring now for a Full-Time 2023 Shearman & Sterling 1L Summer Program in Houston, TX. While New York law governs the vast majority of LIBOR-utilising contracts, the statute did not and could not address LIBOR transition issues in all legacy contracts. In sum, Rule 15c2-11 rule does not appear to pose problems for brokers or dealers desiring to quote registered public ABS, at least so long as they are currently reporting. Shearman & Sterling advised Qxpress Pte. The team is a recognised global leader in the structured finance industry, domestically and internationally. 11 years ago. The proposed rules would require a number of new disclosures for registrants, including: The proposed rules do not distinguish ABS issuers from corporate issuers, and their application to ABS issuers in the form proposed would be problematic in several respects. To be best placed at the beginning of your legal career, you need to be in the best place. A place like Shearman & Sterling one of the elite international law firms. Trainees have shaped our success story and played a pivotal role in the firms growth. And its no surprise. The Volcker Rule prohibits banks from holding an ownership interest in, or sponsoring entities that are, covered funds for purposes of the Volcker Rule. Osaka Gas USAs Joint Development of Utility-Scale Solar Projects with Oriden in the US. In 2021, Shearman interviewed students from over 30 law schools both on campus and through job fairs. Exchange Act Rule 17g-5 divides conflicts of interest into two categories: As part of the conflict rules in 17g-5, an NRSRO is required to obtain a representation from the issuer, sponsor or underwriter of an asset-backed security that it will post on a real-time basis information any of them provides to any hired NRSRO in connection with the initial credit rating or subsequent credit surveillance to a password-protected website. The firm leverages the use of smart technology in all of its client work through its innovative data management system, Shearman Analytics, which provides a leading edge in staffing matters leanly and effectively. Most derivatives, certain mortgage repo transactions and many securities contracts are protected against the automatic stay and some of the most troublesome bankruptcy powers. The CFTC has authority over most OTC derivatives, referred to as swaps in the Commodity Exchange Act (CEA), whereas the SEC has authority over OTC derivatives that fall within the Exchange Act definition of security-based swaps, which covers derivatives linked to single-name loans or securities, narrow-based indexes of loans or securities, events relating to such loans or securities, or their issuers. For contracts without any fallback provision (other than the disregarded fallback provisions described below), or with fallback provisions that do not identify a specific USD LIBOR benchmark replacement or identify a determining person with authority to select a benchmark replacement, a benchmark replacement recommended by the Federal Reserve will automatically replace the LIBOR benchmark in the contract after 30 June 2023. The trustees also undertake other specified administrative tasks, but typically avoid taking any discretionary actions other than pursuant to a direction from the relevant noteholders. The students are paid a juicy 400 per week. We also advise clients with respect to a full range of tax controversies and disputes. Phases 2 and 3 would effectively have required Rule 144A issuers of ABS to make the required Rule 144A information publicly available, a requirement to which many market participants objected. US Summer Program. annual reporting or proxy disclosure about directors cybersecurity expertise. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. This structure is typically used in auto lease securitisations and other lease transactions relating to titled goods. SPEs established as single-member LLCs or Delaware statutory trusts can be readily structured to avoid entity-level tax. A partnership that is deemed to be a publicly traded partnership for US tax purposes could be subject to entity-level tax as if it were a corporation. reducing the risk of the issuer becoming substantively consolidated with any affiliates should they become subject to bankruptcy proceedings. The information must be published at least three days prior to bringing a covered securitisation to market. In March 2022, the SEC proposed a set of cybersecurity disclosure rules for public companies. During the amendment process, it came to the attention of market participants that the SEC was taking the position that the rule applies, and has always applied, to fixed-income securities. This takes place with either a senior associate or a partner and a member of the graduate recruitment team, and isn't too formal, according to Gascoyne. As such, it is typical to obtain an opinion of counsel relating to the treatment of the notes issued by the SPE as debt for tax purposes and, depending on the activities of the SPE and the level of comfort provided under such opinions, to include additional transfer restrictions on instruments that are, or could be, equity for tax purposes so as to avoid the SPE becoming taxed as a corporation. For the firms full list of rankings, visit Chambers and Partners. An issuers most recent annual report filed under the Exchange Act or, for an issuer that has not yet filed an annual report, the prospectus from its registration statement under the Securities Act of 1933 (Securities Act), together with any subsequent Exchange Act periodic reports, suffices. The SEC launched a proposed set of rules in 2011, but since these rules would effectively have ended synthetic securitisations, they were never finalised. Servicers are typically the sponsor or an affiliate of the sponsor. Only a small minority of new ABS issuances are made in SEC registered form. The structure allows for multiple series of securities to be issued that all share in assets of the master trust. is a global law firm with approximately 2,200 legal professionals in 31 offices across North America, Europe, Asia and the Middle East. Where the securitisation involves securities within the meaning of the Investment Advisers Act of 1940, as amended (the Advisers Act), such as CLOs, and involve more active or discretionary management of the collateral, the agreement would also typically address requirements and prohibitions under the Advisers Act and rules promulgated thereunder. The firms global presence and deep understanding of its clients' businesses and the industries they operate in, drives the firms work to provide outstanding legal service and commercial advice. In September 2017, the Consumer Financial Protection Bureau (CFPB) filed suit against 15 National Collegiate Student Loan Trusts (the Trusts), alleging that the Trusts had violated the Consumer Financial Protection Act (CFPA) by engaging in unfair and deceptive practices in connection with the servicing and collection of the private education (not Federally guaranteed) student loans owned by each of the Trusts (but not originated nor serviced by any Trust entity). ABS issuers generally do not prepare financial statements. In addition, for some securitisations, there will often be certain obligations around the delivery of reports and other relevant information to a back-up servicer. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. Under the ARRCs recommended language, a transition from LIBOR to SOFR in a securitisation is triggered upon the declaration of a specific benchmark transition event: The ARRC has confirmed that the March 2021 IBA USD LIBOR announcement constituted a benchmark transition event and amended its recommended fallback language to reflect that occurrence. The SEC adopted amendments to Rule 15c2-11 that became effective in September 2021 to, among other things, provide greater transparency to investors and other market participants by requiring that information about the issuer and its security be current and publicly available before a broker or dealer can begin quoting that security. These funds are used to service interest and principal on the issued securitisation notes and are otherwise available to acquire new receivables or loans, as applicable. Shearman & Sterling LLP has a very efficient, reactive and knowledgeable team that is good fun to work with . The NAIC also recommended the addition of two new RBC factors of 75% and 100%, in order to account for the tail risk in any structured finance tranche. As such, broker-dealers can continue to provide quotations for ABS offered under Rule 144A if they reasonably believe that the issuer will provide the information specified in Rule 144(d)(4) upon request. According to data provided by the Securities Industry and Financial Markets Association (SIFMA), the most commonly securitised financial assets are: Common structures used for the various types of securities previously outlined (see 8.1 Common Financial Assets) include the following. For those trainees hoping for the luck of the draw, the projects development & finance (PDF) seat is one plenty will have their eye on. The CLO is actively managed and will acquire and maintain a diversified pool of underlying loans that is managed to conform to a number of concentration limits for the pool, with the goal of maximising return while maintaining the required pool diversification and other relevant transaction criteria. Opportunities for First- and Second-Year Law Students. In a securitisation transaction it is common for tax counsel to provide an opinion addressing the tax treatment of the issued securities; in particular, whether the offered notes would be treated as debt securities for US federal income tax purposes. Instead of selling the assets and leases to be securitised to a particular issuer, the titling trust segregates such leases and assets, and issues special units of beneficial interests (SUBIs) that represent the interest in such segregated pool. Wilful violations of the Risk Retention Rules may also give rise to federal or state criminal actions. For a sale of financial assets to be valid and enforceable against third parties, it has to attach and be perfected similar to what applies to a security interest in collateral. As such, the mapping of ABS assets to an NAIC rating will often dictate the attractiveness of a particular asset-backed security for an insurance company. disclosure of the form and determination of retained risk as specified in the risk retention rules; reporting of repurchases and replacements of securitised assets in connection with breaches of representations and warranties and of the conclusions and findings of third-party due diligence reports; and. As the old saying goes (sort of): with great responsibility, comes great hours. In addition, it is typical for trustees to be entitled to indemnification under the transaction for any losses and liabilities that may arise other than as a result of their own gross negligence or wilful misconduct and the trustee will also be entitled to indemnification in connection with any directions given by noteholders. The sponsor must file Form 15-G on EDGAR at the end of any quarter in which there has been a repurchase demand made under the transaction documents for breach of representations and warranties. and 'Why Shearman & Sterling specifically?' The firms success is built on its As one trainee put it, the seat is a good one if you enjoy black letter law. Shearman & Sterlings regional expertise extends from North and South America to the Middle East, Asia, Africa and Europe. In the event that a pre-cessation event is operative, the ARRCs recommended five-year historical median spread adjustments will be determined at the same time as the ISDAs spread adjustments, which will be at the time of any announcement that LIBOR will cease or has ceased or will or has become no longer representative. Shearman & Sterlings Litigation Group is strongly positioned to counsel and protect clients in todays challenging environment. Student loans originated under the Federal Family Education Loan Program (FFELP) benefit from a government guarantee and securitisations of such loans will therefore have a reduced risk retention requirement of between 0% and 3% depending on the level of the guarantee. If the violation of the Risk Retention Rules also amounts to a disclosure violation, there could be separate SEC or private action on that basis, as discussed in 4.2 General Disclosure Laws or Regulations. The tasks and the work that you do is always valued. Whats more, the firms client list includes most of the big banks you can name, from J.P. Morgan, Goldman Sachs and Credit Suisse to Barclays and HSBC. Learn more about the training contract on the firm's website 9 Appold Street, Broadgate West, London, EC2A 2AP Website www.shearman.com, Shearman & Sterling's graduate careers page. Chambers and Partners has been publishing guides to the legal profession since 1990. The District Court subsequently granted a motion for an interlocutory appeal, which was granted by the US Third Circuit Court of Appeals on 3 May 2022. the sellers continued administration and control of the assets, particularly if the obligor is not notified of the sale (however, under current market practice, sellers often act as servicer of the sold assets and such continued involvement is generally not viewed as dispositive of the loan or sale characterisation). vertical risk retention by holding of at least 5% of each class of ABS interests issued; horizontal risk retention by holding junior most interests in an amount equal to at least 5% of the fair value of all ABS interests issued; and. The flexibility to structure securitisations to such needs often makes securitisations particularly attractive to insurance companies. The firms structured transactions practice serves the financing needs of the worlds most sophisticated businesses. Brokers or dealers may continue to quote Rule 144A ABS without further restriction until 4 January 2025, but as that date approaches it is not clear the extent to which broker-dealers will be comfortable continuing to participate in those offerings when a known issue could impact their liquidity. The firms lawyers are true business partners to their clients and pride themselves on forming long-standing working relationships, while navigating shifting regulations and market developments, to help clients succeed. The proposed disclosures do not appear particularly relevant to ABS issuers and would be problematic if made applicable to ABS issuers in their current form. Under Rule 15c2-11 the broker or dealer must review a number of items of specific information, which are required to be current and publicly available, before quoting a security. Shearman & Sterling LLP > The Legal 500 Rankings Dispute resolution > Securities litigation: defense Tier 1 Shearman & Sterling LLP is recognized as one of the pre-eminent firms for securities litigation, investigations, and enforcement actions. Violations of rules pertaining to security-based swaps promulgated by the SEC will be subject to similar enforcement and penalties as other violations of securities laws, as discussed in 4.2 General Disclosure Laws or Regulations. The accounting literature includes commentaries on the legal opinion requirements, including the opinion expressly mentioning each area of continued involvement between an originator and its affiliates and the securitisation SPE. The DoddFrank Act had the effect of causing swaps to be included in the definition of commodity pool under the CEA and under the definition of security for purposes of the Securities Act and the Exchange Act. If its the international side of the firms work that youre keen on, then there arent many places youll find more of it than in international arbitration. The project development side covers projects-related M&A in sectors like energy, mining and transportation, with the project finance wing overseeing the financing of infrastructure projects in these sectors through their entire life cycle. Furthermore, the Attorneys General of the various US states and territories also have certain authority to bring enforcement actions under Section 13a-2 of the CEA where their citizens are adversely affected. Its team of more than 170 researchers conducts research and interviews with lawyers, clients and other independent sources to identify leading law firms and lawyers. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. Shearman & Sterling is one of the worlds leading premier global law firms and was established over a century ago. The formulae are focused on capturing the material risks that are common for the particular insurance lines of business. In particular, Reg AB II includes expanded asset-level disclosure requirements for registered offerings of securities backed by specified asset classes that reflects a significant departure from the pool-level information that historically has been given and that is still the dominant form of disclosure in private placements. 5. 599 Lexington AvenueNew YorkNY 10022-6069USA. While that analysis is not a legal analysis per se, it will involve a review of the various contractual rights existing in the transaction documents. The sale of loans and other receivables can also trigger certain gains or losses, generally depending on whether the SPE is part of the same tax-consolidated group as the transferor, and may, depending on applicable law and the characterisation of the transfer, also have consequences for the transferors continued ability to deduct losses from bad loans. The drive behind the groups is to promote visibility in the firm through talks, socials and other events bringing groups together. While sources noted a discouraging amount of diverse partners, looking at the juniors, it is clear that progress is being made. None of the Trusts acted or acts as the related lender, originator or servicer of such student loans; they are merely passive ownership entities that distribute collections to the related securitisation debt and equity investors while hiring third parties to undertake the requisite ongoing administrative and servicing activities on their behalf. Generally, the opinion will describe the salient facts and analyse these facts in light of the factors identified by the courts as relevant to the true sale determination. In response to feedback from industry groups, the SEC issued a no-action letter in December 2021, which established a tiered set of compliance dates in an effort to allow brokers and dealers time to bring themselves into compliance. In determining whether a transfer is a true sale or a disguised loan, courts look to a number of factors. With experience across the energy, mining and metals, infrastructure and TMT sectors, the practice FATCA generally requires that: Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the USA in connection with FATCA may be subject to special rules or requirements. Shearman & Sterling Earns High Rankings in Chambers UK 2022 Shearman & Sterling continues to garner recognition in the 2022 edition of Chambers UK receiving 37 While the ARRC suggests that the first alternative should be a forward-looking term SOFR with a matching term to LIBOR, no such rates were available at the time the ARRC released its recommendations. The principal covenants in a securitisation transaction vary, based on the relevant document and the type of securitisation. The nature of the CDS may also impact the Investment Company Act analysis for the issuer. The firms initiatives include WISER (Womens Initiative for Success, Excellence and Retention), BLAQUE (Black Lawyers Aligned in the Quest for Excellence), AACES (Asian Attorneys for Community, Empowerment and Success), and finally: BUILD (Black Undergraduate Internship & Lawyer Development). With $1,012,059,000 gross revenue in 2021, the firm placed 50th on The American Lawyer's 2022 Am Law 200 ranking. Graduate recruitment manager, Paul Gascoyne tells us the online form is pretty standard and contains three open-ended questions: 'Why do you want to be a solicitor?' Fannie Mae and Freddie Mac are GSEs chartered by Congress for the purpose of providing a stable source of liquidity for the purchase and refinancing of homes and multi-family rental housing. The Federal Reserve was required to promulgate implementing regulations not later than 180 days after the date of its enactment. In February 2022, the SEC proposed new rules under the Investment Advisers Act of 1940 (Advisers Act) with the stated purpose of providing transparency to investors in private funds regarding the cost of investment in, and performance of, those private funds. Shearman & Sterling represented the initial purchasers in connection with Sunac China Holdings Limited's offering of $400 million 6.8% senior notes due 2024 and tap offering of $100 million 6.5% senior notes due 2026. 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