ADVANCED OTC DERIVATIVES DOCUMENTATION AND NEGOTIATION (US)

Day 1

SESSION 1: Operational and Legal Risks affecting OTC Derivatives

• Risk Management and Key Operational (Counterparty Credit Risk and Liquidity Risk) and Legal Risks affecting OTC derivatives.
• Legal Opinion Analysis (by jurisdiction and by counterparty).
• Case Law Analysis (English and U.S. common law approaches to interpreting OTC derivatives agreements).

SESSION 2: Documenting and Negotiating OTC Derivatives Agreements: PART I

• Documenting and Negotiating Master Confirmation Agreements and Key Master Agreement provisions:
• Cross Default, Cross Acceleration, Threshold Amounts and Events of Default and Termination Events (and disapplication);
• Set-off, Break Clauses, Material Adverse Change (MAC) Clauses, Tax Representations;
• swaps sharing provisions, swap amendment restrictions, swap remedies restrictions.
• An overview of ISDA® Definitions and Protocols.

SESSION 3: Documenting and Negotiating OTC Derivatives Agreements: PART II

• Documenting and negotiating key ISDA® Master Agreement provisions:
• Illegality, Force Majeure, Additional Termination Events (Change of Control, Impossibility, Ratings Agency downgrade, Subsequent Rating Events, Net Asset Value (NAV) Threshold);
• Automatic Early Termination (Insolvency Events and Regimes);
• Netting of Payments (Settlement, Novation, Close-out), Valuation mechanics (Market Quotation, Loss Valuation, Close-out Amount).
• Review of the legal effect of specialist provisions (Exclusive Jurisdiction, Fraudulent Misrepresentation, Arbitration)

SESSION 4: Credit Support and Collateral Documentation and Negotiation

• Guarantees, Proprietary Security Interests, Re-hypothecation risk and rights, Credit Support Documents and Providers.
• Key ISDA® Credit Support Annex (Security Interest– New York Law) provisions and negotiating key Wholesale, Migratory, and Transaction-Specific amendments:
•  Amounts (Credit Support, Independent, Minimum Transfer); 
• Valuation (Agent, Collateral, Date, Time),
• Time (Notification, Resolution, Transfer, Valuation);
• Dispute Resolution mechanisms (Exposure valuation methodologies and third party valuation determinations).

Day 2

WORKSHOP 1: Advanced Practical Roundtable Negotiating Exercise

• Delegates will be actively engaged through a range of advanced practical OTC derivatives documentation exercises and case study scenarios in order to comprehensively translate master agreement and collateral documentation theory into practice.
• The workshop will not cover content from Workshops 2 to 4.

WORKSHOP 2: CCP Clearing Agreements

• The dual Securities Exchange Commission (SEC) – Commodity Futures Trading Commission (CFTC) U.S. Swaps clearing framework (Derivatives Clearing Organization (DCO), Securities Clearing Agency, (SCA)).
• CCP and Client Clearing Documentation and common negotiated provisions (Margin, Termination Events, Pre-Default Porting).
• Cleared Swap documentation frameworks, standard form execution agreements and addendums, customer clearing under modified Master Agreements, and industry protocols.

WORKSHOP 3: Documenting and Negotiating Equity Derivatives

• Reviewing and drafting trade term sheets, confirmations, and Master Confirmation Agreement (MCA) terms for a range of equity derivative products.
• Types of equity derivative products (index, basket, swaps, forwards, options) and structured equity products.
• Valuation of Underliers, Settlement, Adjustments, Market Disruption Events, Events of Default, Early Termination Events,
• An overview and comparative analysis of the 2002 and 2011 ISDA® Equity Derivatives Definitions and Transaction Matrices.

WORKSHOP 4: Documenting and Negotiating Credit Derivatives

• Credit derivatives market, operational framework and the treatment of credit derivatives under Basel III.
• Credit risk, basis risk, reference obligations, ratings, hedging, payment, funded and unfunded products, close-out netting.
• Structuring credit derivative products (credit spread option, credit default swap, total return swap, credit linked note, collateralized debt obligation, credit indices, secured loans) and MCAs.
• An overview and comparative analysis of the 2003 and 2014 ISDA® Credit Derivatives Definitions and Physical Settlement Matrix.

Key Benefits

• Advanced knowledge and understanding of documenting and negotiating OTC derivatives, credit support, CCP clearing, equity, and credit derivatives agreements
• Advanced practical experience gained by undertaking a range of OTC derivatives negotiation exercises and case studies
• Extensive pre-course questionnaire to identify delegate's key course objectives
• Lenovo 8" Yoga Tablet pre-loaded with course presentations and documentation to take-away
• Comprehensive course documentation
• Post-course trainer follow-up to guarantee all key course objectives have been met

Course Suitable For

• Analysts
• Collateral Management Function
• Compliance Officers and Managers
• Corporate Treasurers
• Credit and Legal Professionals
• Dealers
• Fund Managers
• ISDA Negotiators
• Legal Counsel
• OTC Derivatives Buy Side
• OTC Derivatives Documentation Managers
• Risk Officers and Managers
• Settlements Staff
• Treasury Function