As such, an awareness of the types of features that drive the consolidation analysis is often important in structuring the SPE and drafting the relevant transaction documents. Shearman & Sterling "He is very proactive, approachable, easy to work with and technical.". Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. 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. As such, the banking agencies may seek cease-and-desist orders requiring cessation and potential corrective actions. Radiance Capital Investments Limiteds $300 Million Senior Green Notes Offering. Job posted 5 hours ago - Shearman and Sterling is hiring now for a Full-Time 2023 Shearman & Sterling 1L Summer Program in Houston, TX. 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. Department profile | Shearman & Sterling LLP. 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. Shearman & Sterling represented New Metro Global Limited in connection with its offering of $300 million 4.625% guaranteed senior notes due 2025, unconditionally and irrevocably guaranteed by Seazen Holdings Co., Ltd. Shinsun Holdings (Group) Co., Ltd.s Debut Senior Notes Offering. SOFR differs from LIBOR in several key respects. This other question of the Trusts vicarious liability for the servicers conduct remains a critical open point and is likely subject to further years of litigation before it is decided or may not be decided at all if the case is settled. Its easier to learn by osmosis from everyone around me, one told us, admitting that I like to come in just to see people and be present. The firm recently introduced a new remote working policy allowing people to work from anywhere in August, which trainees welcome the flexibility is great!, Trainees praised Shearman & Sterlings efforts in increasing diversity at the firm too. Shearman & Sterlings commitment to client service was once again honored in the 2022 edition of Chambers USA. Providing U.S., English, French, German, and Hong Kong law advice from our offices in many of the worlds major financial centers, we have the knowledge and skills to counsel clients on Chambers and Partners guides offer in-depth analysis of the legal market within countries and regions across the globe. For example, whether, and with whom, to consolidate a securitisation SPE can be a complex analysis that hinges on identifying who controls the aspects of the SPE that most significantly impact the SPEs performance. If a foreign securitisation issuer were to be engaged in US trade or business for US federal income tax purposes, it would become subject to US federal income tax and potentially also subject to state and local income tax. The firm looks at the top schools, but also we look for impressive students In March 2022, the SEC proposed a set of cybersecurity disclosure rules for public companies. 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. This analysis will typically focus on the entities that have the ability to direct the SPEs activities (and may also look at activities that took place prior to the relevant transaction). As you might expect from a firm with such an international reach, there are four internationalsecondment opportunities available to trainees at the firm: Dubai, Abu Dhabi, Singapore, and an antitrust seat in Brussels. The SEC has the power to enforce its rules. Shearman & Sterling represented the initial purchasers in connection with TaiChen Development (BVI) Limiteds tap offering $65 million 12.5% senior notes due 2022, unconditionally and irrevocably guaranteed by Longjitaihe Property Co., Ltd. Jiayuan International Group Limiteds Tender Offer And $300 Million Bond Offering. clarifying that a determining person includes a person with a contingent future right to select a LIBOR replacement; identifying certain specific benchmark replacement conforming changes that are protected; specifying that a determining person may select the Board-selected benchmark, together with any applicable benchmark replacement conforming changes; expressly providing that the statutes protections apply to any LIBOR contract for which the Board-selected benchmark replacement becomes the benchmark replacement, either by operation of law or by the selection of a determining person; and. The intersection of legal and accounting requirements often plays a significant role in structuring a securitisation transaction. The agreement will also often contain provisions that define the servicing standard and further address the relevant role and any additional obligations of the servicer. For example, the Basel III capital rules penalise banks that invest below the most senior position in a securitisation, thereby impacting banks willingness to invest in mezzanine tranches and below. In circumstances where that exemption does not apply, the withholding tax could still be reduced or eliminated by virtue of applicable income tax treaties. 20144 ans 6 mois Associate fvr. Shearman & Sterling advised Abu Dhabi Future Energy Company PJSC (Masdar) and PT PJB Investasi (PJBI), a subsidiary of Indonesian state-owned offtaker PT PLN (Persero), on the $114 million financing of a 145MWac floating solar photovoltaic power project on the Cirata Reservoir in Indonesia. The firm was recognized with 106 practice and individual 2010 - dc. US domestic corporations are generally disfavoured, in part because of the entity-level tax applicable to corporations and in part because of the mandatory fiduciary duty that directors have to the shareholders, which can cause difficulties in delinking the SPE from its parent. Once all the applications have been submitted, trainees have an end-of-seat roundtable review with the training principal and hiring partners to discuss their prospects and interests. who circulates opportunities weekly via email. The security is a corporate fixed-income or asset-backed security offered pursuant to Rule 144A, so long as the broker-dealer reasonably believes the issuer will provide the information required by Rule 144A upon request. representations that the secured party has a perfected security interest. It is also worth noting that the non-recourse language typically included in agreements with SPEs, including derivative agreements, would cause such derivatives to fall outside the standard terms for derivatives that are currently centrally cleared and traded, although that may change should swaps with such terms be included as part of a traded standard. The NAICs letter described a hypothetical example in which an investment in all of the tranches in a CLO transaction would be subject to a lower RBC factor than a direct investment in the CLOs underlying collateral, and they expressed their position that the RBC factor each such investment should be equal. When trainees are working those longer hours, theres a 30 allowance for deliveries and taxis. Jiayuan International Group Limiteds Tender Offer. Sponsors are typically in the business that generates the relevant underlying receivables or other financial assets, and also will typically organise and initiate the ABS transaction and engage in selection of the relevant assets. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. DAVID SCHEFFER, former U.S. When it comes to seat allocation, incoming trainees wont get a choice over their first seat, with each of the newbies placed according to business need. 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. Skyfame International Holdings Limiteds $112 Million Bond Offering. The level of comfort is reflected in terms such as will, should and more likely than not, where will is the highest level of comfort and should still provide a high level of confidence but with a more than insignificant risk of a different conclusion. This option reinforces the notion that registered ABS where the issuer is subject to Exchange Act reporting requirements do not pose compliance issues under the Rule 15c2-11(b). Overseeing the efficient and cost effective recruitment of high calibre trainees for the London office, and overseeing the pastoral and professional care of current trainees in the firm, ensuring compliance with SRA requirements. In its simplest form, a synthetic securitisation will invest the proceeds from issuing securities in permitted investments and sell CDS protection on a particular financial asset. The CLO issuer will typically be organised as a Cayman Island company and structure its loan acquisitions in a manner that avoids it being engaged in any US trade or business, as discussed in 2. The Securities Act is the principal law governing the offer and sale of securities, and the Exchange Act provides the SEC with broad powers to regulate various market participants and prohibit certain types of conduct in the market, and empowers the SEC to require certain periodic reporting. It maintains a strong office in So Paulo handling capital markets mandates for blue-chip Robert Rudnick is especially active in tax controversy. In addition, a non-consolidation opinion is often required if the transfer is to an affiliated entity (ASC 860-10-55-18A), although the opinion may not be required if the accountants are comfortable that the appropriate legal opinion(s) would be given if requested (id at 55-18B). 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. 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. KWG Group Holdings Limiteds $258 Million Tap Offerings. of the Rule 144A Adopting Release to be consistent with Rule 15c2-11(b). The servicing provisions generally relate to continued collection and servicing of the relevant asset and typically include a number of provisions relating to reporting, notice and turnover of collections. To address some of the legacy deal issues, at the recommendation of the ARRC, in March 2021 the New York State legislature passed new legislation that provided a statutory remedy to these problems. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Guangdong Hong Kong Greater Bay Area Holdings Limited of any and all of its outstanding 14% senior notes due 2021 for 13.85% senior notes due 2023. To provide broader relief, Congress passed the Adjustable Interest Rate (LIBOR) Act (the LIBOR Act), which was signed into law in March 2022. Shearman & Sterling represented HSBC as the sole dealer manager in connection with an offer to purchase for cash by Jiayuan International Group Limited for its outstanding 13.75% senior notes due 2022 and 13.75% senior notes due 2023. 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 represented J.P. Morgan as the initial purchaser in connection with KWG Group Holdings Limiteds tap offering of $158 million 7.40% senior notes due 2024. The GSEs traditionally used separate, but similar, platforms to issue their pass-through securities. Each series of notes typically has a revolving period during which no principal is paid on the notes, with the notes paying down once the amortisation period starts. Held here at our London office, the day will comprise of the following: An introduction to the industry and to Shearman & Sterling. He assists clients with administrative proceedings as well as litigation in the US Tax Court. The corresponding rules as implemented in the USA also refer to tranched credit risk, but do not include the pool requirement. The servicer will typically be responsible for collecting payments under, and ensuring that the issuer complies with, the obligations relating to the collateral. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. reducing the risk of the issuer becoming substantively consolidated with any affiliates should they become subject to bankruptcy proceedings. And its no surprise. Summer Associates are paid an Entry-Level Associate Salary of $215,000, prorated for dates of employment. The firm now recruits exclusively through its vacation scheme. Other important factors include market practice and acceptance. In private deals, the investor vote required for certain actions is primarily a negotiated point, although in registered securitisations these requirements are more prescribed. Apr 2015 - Jan 20193 years 10 months. It is also common as part of the closing opinions for a securitisation to include an opinion that the securitisation entity would not be taxed as a corporation for federal tax purposes. Legal and accounting criteria also come together as part of the true sale analysis. The Federal Deposit Insurance Act (FDIA) provides the bank regulatory agencies with broad enforcement powers against individuals and entities for violation of the applicable banking laws and regulations, including the Risk Retention Rules. Ginnie Mae, Fannie Mae and Freddie Mac are the principal agencies and government-sponsored entities (GSEs) engaged in the securitisation of mortgages. Shearman & Sterling 2023 | Attorney Advertising, Committee on Foreign Investment in the United States (CFIUS), Financial Institutions Advisory & Financial Regulatory, Environmental, Social and Governance (ESG), EU General Data Protection Regulation (GDPR), Future of Financial Services Regulation in the UK, Global Compliance & Anticorruption (FCPA), Special Economic Zone and Regulatory Drafting. 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