Advanced Swaps & Other Derivatives 2014
New York City, October 16-17, 2014
Live Webcast, www.pli.edu, October 16-17, 2014
Why You Should Attend
The Dodd-Frank Act establishes a novel, comprehensive framework for the regulation of over-the-counter (OTC) derivatives and the market participants who transact in these products. That regulatory framework, split primarily between the SEC and CFTC, has been substantially implemented by the CFTC, with SEC progress, as well.
The new regulatory regime touches the activities of all participants in the swaps markets, from end users to major swap participants to swap dealers. The new regulations also affect a broad range of market facilities from clearinghouses to exchanges, to newly- conceived swap execution facilities and swap data repositories.
The Dodd-Frank Act imposes registration requirements, mandatory clearing and trading requirements, margin requirements, capital and business conduct standards, and transaction and position reporting, as well as limitations on swap positions.
The legislation also established new limitations on the scope of derivatives and proprietary trading activities that may be conducted by certain financial institutions.
At this program, our distinguished faculty will provide a comprehensive overview of the new regulatory framework for OTC derivatives and derivatives market participants, and explain how the new regulatory framework affects these products, the structure of the market for these products and market participants. The program will also cover documentation issues, and recent developments in tax, accounting and litigation related to OTC derivatives, as well as professional responsibility issues associated with derivatives.
What You Will Learn
· A comprehensive analysis of the new regulatory framework for OTC derivatives:
o Who is required to register and as what?
o How is cross-border activity covered under the new regulatory framework?
o What are the new mandatory clearing and trading requirements?
o What are the new reporting requirements?
o What are swap execution facilities?
o Who must be regulated as a swap execution facility?
o What are the new margin requirements and to whom do they apply?
o When must swap market participants be registered as futures commission merchants?
o How have banks and their affiliates been affected by new limitations on derivatives and proprietary trading activities?
o Are new position limits applicable to OTC derivatives?
o What changes have been made to existing insolvency law?
o How are the amended federal commodity and securities laws affecting brokers, advisors and funds transacting in OTC derivatives?
· Significant issues relating to credit, equity and commodity derivatives
· Recent litigation developments related to derivatives
· Tax and accounting developments applicable to derivatives
· Professional responsibility and derivatives
Who Should Attend
This program is intended for experienced outside counsel, in-house attorneys, government lawyers, documentation managers, compliance officers, bankers, corporate and other end users of swaps, and others involved in advanced structuring, negotiating and executing swap agreements and other derivative products. Counsel to derivatives market facilities and others involved in structuring, negotiating and executing swap agreements and other derivate products will also benefit from attending this program.
Advanced Swaps Day 1 - Thursday, October 16, 2014
Morning Session: 9:00 a.m. – 12:00 p.m.
9:00 Opening Remarks
Gary Barnett, Joshua D. Cohn
9:15
Swaps, Security-Based Swaps and Mixed Swaps: CFTC, SEC and Dodd-Frank Implementation Progress
· The CFTC, the SEC and the Prudential Regulators
· Effect of implementation on market participants
· Extraterritoriality
Moderators: Gary Barnett, Joshua D. Cohn
Brian Bussey, Mary Johannes, Sarah Lee, Mark A. Steffensen
10:15 Networking Break
10:30
Clearing and Trading; Margin for Cleared and Uncleared Transactions; Client Money Segregation; Default Management; End-User Perspectives
· Mandatory clearing and trading requirements
· SEFs and trading facilities, including definitions, exceptions, regulation and registration
· Margin, segregation, default management and focus on CCP default funds: current state of play of models
Moderator: Kathryn M. Trkla
Michael D. Bopp, Vincent A. McGonagle, Brian O’Keefe, William Thum, Paul Tivnann
12:00 Lunch Break
Afternoon Session: 1:15 p.m. – 5:00 p.m.
1:15
Cleared and Uncleared Swaps, Swap Execution Methods, Give-up and Reporting
· Execution
· Give-up arrangements, futures agreement addenda and execution agreements
· PB and asset manager allocation issues
· SDR reporting
Moderator: Joshua D. Cohn
Frank N. Fisanich, Geoffrey B. Goldman, Nancy Markowitz, Christopher L. Ramsay, Lauren Teigland-Hunt, Kathryn M. Trkla, Jeffrey T. Waddle
2:15 Networking Break
2:30
Swap Dealers and Major Swap Participants: Who Are They and How Are They Regulated? Reporting, Position Limits, Business Conduct Rules, Capital
· Swap Dealers, Major Swap Participants: who qualifies?
· Major internal changes: reporting and conduct
· Margin and capital requirements and effect on liquidity
Moderator: Gary Barnett
Dan M. Berkovitz, Frank N. Fisanich, Wenchi Hu, Richard A. Ostrander, Erik F. Remmler, Thomas J. Smith, Don Thompson
4:00
Regulation of Other Swap Market Participants under the CEA and Securities Exchange Act of 1934: Clearinghouses, Clearing Members, and the Swap Activities of Banks
· CCPs
· Brokers and clearing members
· Advisors and funds
Moderator: Gary Barnett
Wenchi Hu, Brian O’Keefe, Thomas J. Smith
5:00 Adjourn
Advanced Swaps Day 2 - Friday, October 17, 2014
9:00 Recap and Introduction to Day Two
Gary Barnett, Joshua D. Cohn
9:15
Regulation of Swap Market Participants
· Aspects of bank regulation
· The role of the NFA
· Swap dealer regulation implementation
· Implementation of substituted compliance
· Swap dealer and intermediary compliance and examinations, coordination and approach
Moderator: Gary Barnett
Douglas E. Harris, Kevin C. Piccoli, Jamila Piracci, Erik F. Remmler
10:15 Networking Break
10:30
Regulation of Swap Market Participants (continued)
· Fund issues
Matthew K. Kerfoot, Rita M. Molesworth, Amanda Olear
11:00
The New Rules Governing Tax Withholding on Equity Swaps and Equity-Linked Instruments
· The new parameters set forth by the Internal Revenue Service for determining when withholding is required on equity linked instruments held by non-US counterparties
· Provisions to be included in equity swaps and other instruments to address withholding without gross-up
· Operational challenges presented by the new rules
Mark H. Leeds, Anthony Tuths
12:00 Lunch Break
Afternoon Session: 1:15 p.m. – 5:00 p.m.
1:15
Derivatives and Professional Responsibility
· Derivatives lawyers as gatekeepers
· Representing the organization
· Reporting wrongdoing up the ladder within an organization
· Reporting a client’s violations to regulators
· SEC Rule of Professional Responsibility for Issuer’s Counsel
· Relationship between the lawyer and the CCO
· Whistleblower policies and procedures
· Anti-evasion issues
· Email and metadata confidentiality issues
Michael S. Sackheim
2:15 Networking Break
2:30
Principal Issues for Consideration and Negotiation in Derivatives Documentation-Cleared and Uncleared
· Swaps generally
· Commodity Swaps, Equity Swaps and CDS
· Legal and contractual considerations
Moderator: Gary Barnett
Ian Cuillerier, Guy Dempsey, Noah P. Melnick
3:30
Litigation & Insolvency and Resolution Authority: Netting Opinions; Safe Harbors; Orderly Liquidation
· Review of recent cases of interest to the OTC derivatives market
· Fraud prosecutions (synthetic structures and Rule 10b-5), rating agencies and banks
· What recent orders and judgments issued mean for the OTC derivatives market
· Differences between Orderly Liquidation Authority, the Code and SIPA
· Potential effect on various stakeholders – shareholders, creditors and counterparties
· Clearing-oriented opinions
Moderator: Joshua D. Cohn
Seth Grosshandler, Locke R. McMurray, R. Penfield Starke
5:00 Adjourn
Faculty
Gary Barnett
Director of the Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Co-Chair
Joshua D. Cohn
Mayer Brown LLP
New York City
Co-Chair
Dan M. Berkovitz
WilmerHale LLP
Washington, D.C.
Michael D. Bopp
Gibson, Dunn & Crutcher LLP
Washington, D.C.
Brian Bussey
Associate Director for Derivatives Policy
U.S. Securities and Exchange Commission
Washington, D.C.
Ian Cuillerier
White & Case LLP
New York City
Guy Dempsey
Katten Muchin Rosenman LLP
New York City
Frank N. Fisanich
Chief Counsel
Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Geoffrey B. Goldman
Shearman & Sterling LLP
New York City
Seth Grosshandler
Cleary Gottlieb Steen & Hamilton LLP
New York City
Douglas E. Harris
Managing Director
Promontory Financial Group, LLC
New York City
Wenchi Hu
Assistant Director
Security-Based Swap Clearing Supervision
Office of Clearance and Settlement
Division of Trading and Markets
U.S. Securities and Exchange Commission
Washington, D.C.
Mary Johannes
Senior Director and Head of U.S. Public Policy
ISDA
Washington, D.C.
Matthew K. Kerfoot
Dechert LLP
New York City
Sarah Lee
Managing Director
Global Head of Regulatory Reform and Fixed Income Derivatives – Legal
Bank of America
New York City
Mark H. Leeds
Mayer Brown LLP
New York City
Nancy Markowitz
Deputy Director, Exchange and Data Repository Branch
Division of Market Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Vincent A. McGonagle
Director
Division of Market Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Locke R. McMurray
Jones Day
New York City
Noah P. Melnick
Linklaters LLP
New York City
Rita M. Molesworth
Willkie Farr & Gallagher LLP
New York City
Brian O’Keefe
Deputy Director
Division of Clearing and Risk
U.S. Commodity Futures Trading Commission
Washington, D.C.
Amanda Olear
Associate Director
Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Richard A. Ostrander
Managing Director, Legal & Compliance
BlackRock
New York City
Kevin C. Piccoli
Deputy Director, Examinations
Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
New York City
Jamila Piracci
Vice President, OTC Derivatives
National Futures Association
New York City
Christopher L. Ramsay
Deputy General Counsel
Head of Global Transaction Management
Citadel LLC
Chicago
Erik F. Remmler
Deputy Director, Registration and Compliance
Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
Michael S. Sackheim
Sidley Austin LLP
New York City
Thomas J. Smith
Deputy Director, Capital, Margin and Segregation
Division of Swap Dealer and Intermediary Oversight
U.S. Commodity Futures Trading Commission
Washington, D.C.
R. Penfield Starke
Assistant General Counsel
Legal Division
Federal Deposit Insurance Corporation
Washington, D.C.
Mark A. Steffensen
Managing Director and General Counsel
Global Banking and Markets - Americas
HSBC Securities (USA) Inc.
New York City
Lauren Teigland-Hunt
Teigland-Hunt LLP
New York City
Don Thompson
Managing Director and Associate General Counsel
JPMorgan Chase & Co.
New York City
William Thum
Principal, Legal Department
Vanguard
Valley Forge, Pennsylvania
Paul Tivnann
Global Head FX and Commodity E-Trading
Bloomberg
London
Kathryn M. Trkla
Foley & Lardner LLP
Chicago
Anthony J. Tuths
WithumSmith+Brown, PC
New York City
Jeffrey T. Waddle
Managing Director & Senior Counsel
The Depository Trust & Clearing Corporation
New York City
Program Attorney: Lauren E. Nochta