Shearman & Sterling advised Qxpress Pte. Sunac China Holdings Limiteds $400 Million Bond Offering and $100 Million Tap Offering. 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. On the basis of in-depth research, Chambers and Partners identifies the worlds top lawyers in more than 175 countries, providing independent rankings and editorial commentary. While the decision does not constitute binding precedent, other judges in different jurisdictions are likely to give the decision significant weight in a case presenting the same general questions. Shearman & Sterling represented J.P. Morgan, Deutsche Bank, HSBC and UBS as the joint lead managers in connection with eHi Car Services Limiteds offering of $300 million 7% senior notes due 2026. New Yorks Shearman & Sterling was one of the earliest US firms to make the starting line-up in London, bringing a sizeable reputation in all things banking & finance from across the pond. SOFR is a secured rate derived from borrowing and lending activities on US treasuries. The combination of our extensive experience and global presence enables us to provide clients with swift, coordinated and effective advice on a variety of tax issues in multiple jurisdictions. I have a interview there next week for a VS. Any tips etc. 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. Market participants have coalesced around a view that, if the issuer of a Rule 144A asset-backed security were to undertake to make the required Rule 144A information publicly available and to keep it current, that would suffice for broker-dealers to quote those securities. The sponsor is responsible for compliance with risk retention and other relevant regulatory requirements. We also advise clients with respect to a full range of tax controversies and disputes. conflicts that must be disclosed and managed by the NRSRO; and. Rule 17g-7 provides further transparency by requiring the NRSRO to prepare and disclose a comparison of the asset-level representations, warranties and enforcement mechanisms available to investors that were disclosed in the offering document for the relevant ABS and how they differ from the corresponding provisions in other, similar, securitisations. with respect to transactions where the underlying pool assets bear floating rates, a transition of a specified percentage of those assets from LIBOR based to adjusting using an alternative index. Chambers and Partners has been publishing guides to the legal profession since 1990. As a global, elite law firm, Shearman & Sterling represents many of the worlds leading corporations and major financial institutions, as well as emerging growth companies, governments and state-owned enterprises, on ground-breaking, precedent-setting matters. The agencies may also impose civil monetary penalties that can range between USD5,000 and USD1 million per day, and it may seek to impose removal and prohibition orders against any institution-affiliated party (a potentially broad list of persons), which may remove and potentially bar the person from participating in the business of the relevant banking entity or other specified entities. make payments based on cash flows and not based on changes in the issuers assets; not acquire or sell assets primarily for the purpose of realising market gains or minimising market losses; and. Equity partner profits are roughly comparable between $2.5M and $3M. Because most collateralised loan obligation (CLO) transactions rely on Section 3(c)(7) of the Investment Company Act of 1940, as amended, for an exemption from investment company status, those CLOs constitute private funds within the meaning of the Advisers Act, and the proposed rules may therefore become applicable to those CLOs and related collateral managers, if adopted in their proposed form. Graduate Recruitment Manager. 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. Agency securitisations represent the biggest part of the securitisation market by far. There may also be additional representations relating to the nature and characteristics of the relevant assets. The CFTC can also impose equitable remedies, including restitution and disgorgement of gains. Apply today at CareerBuilder! Plus Business Combination with Hennessy Capital Investment Corp. V. Shearman & Sterling is representing the banks who are acting as joint placements agents in connection with Plus business combination with special purpose acquisition company (SPAC) Hennessy Capital Investment Corp. V. Jiayuan International Group Limiteds $130 Million Senior Notes Offering. 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. 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 agreement will also often contain provisions that define the servicing standard and further address the relevant role and any additional obligations of the servicer. Shearman & Sterling has a distinguished history of supporting clients wherever they do business, from major financial centres to growing markets. Shearman & Sterling advised Citigroup Global Markets Ltd. as the global coordinator, sole bookrunner and representative of the underwriters of the initial public offering of Black Spade Acquisition Co of 16,900,000 units at an offering price of $10 per unit on the New York Stock Exchange. 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. First, SOFR is an overnight rate, while LIBOR has been available in many different tenors (eg, one month, three months) and is forward looking. Shearman & Sterling advised the lenders, comprising Sumitomo Mitsui Banking Corporation, ING Bank NV, DBS Bank Ltd, Bank of China Limited, Mizuho Bank Limited and Socit Gnrale, on the refinancing of the 220 MW Bhola Combined Cycle Gas Turbine project in Bangladesh. These types of contracts can therefore be used as a means of transferring exposure to the assets underlying a securitisation as an alternative to a true sale. Trustees typically have a security interest in the underlying pledged assets and act as communications and payment agents. The firm has in-depth experience in all aspects of the public and private offering and distribution of structured finance securities. 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. Such information would be a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuers most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available).. 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 regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. eHi Car Services Limited's $300 Million Senior Notes Offering and Concurrent Tender Offer. 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. Partnerships and entities treated as partnerships are also generally treated as pass-through entities for tax purposes, depending on the number of partners, the trading activities in any equity (or securities deemed to be equity for tax purposes) in such partnerships and the availability of relevant safe harbours. The work you do as a trainee has a bigger impact.. The SEC has generally indicated that CDSs, the most common type of derivative used in synthetic securitisations, are not self-liquidating financial assets. SOFR differs from LIBOR in several key respects. In May 2021 the ARRC selected CME Group as the administrator for forward-looking term SOFR rates, and in July 2021, the ARRC formally recommended CME Groups term SOFR rates. 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. To provide broader relief, Congress passed the Adjustable Interest Rate (LIBOR) Act (the LIBOR Act), which was signed into law in March 2022. 2015 - aujourdhui8 ans 1 mois Counsel juil. Jiayuan International Group Limiteds Tender Offer. Synthetic securitisations typically use credit default swaps (CDSs) to transfer such exposure. Hi all, Anyone had any experience with these guys? Under older practice, which still applies in some circuits, the courts may rely on a multi-factor analysis. The general construct of the Securities Act is that an offer or sale of securities has to be registered unless made pursuant to an available exemption ie, a private placement. Summer associate programs of Prenetics' Business Combination with Artisan Acquisition Corp. Shearman & Sterling is representing the placement agents on the PIPE in connection with Prenetics Group Limiteds business combination with Artisan Acquisition Corp. Qxpresss Acquisition of KorChina Logistics Holdings Limited. SOFR is a secured rate derived from borrowing and lending activities on US treasuries, while LIBOR is based on a survey of quotations from participating banks regarding what they believed the going-forward unsecured interest rate should be. Although the analysis differs somewhat between various US circuits, in general a bankruptcy court may order substantive consolidation where the separateness of the entities has not been sufficiently respected or where the affairs of the debtor entities are so entangled that unscrambling will be prohibitive and hurt all creditors. determining benchmark replacement conforming changes, for contracts other than consumer loans. In response to that further feedback, the SEC staff issued a revised no-action letter in November 2022. With lawyers in New York, London, Washington DC, and Frankfurt, Shearman & Sterlings Structured Finance & Securitization Group assists clients in developing, structuring and executing a broad range of financings, including securitisations, structured products, asset-based lending, tailored leasing and royalty arrangements, and other sophisticated financing techniques. Subjects Cambridge Academic Anthropology Archaeology Arts, theatre and culture Chemistry Classical studies Computer science Earth and environmental science Economics Education Engineering General science Geography History Languages and linguistics Law Life science Literature Management Mathematics Medicine Music Philosophy Physics and astronomy pleb1. The proposed rules would also prohibit private fund advisers from engaging in certain compensatory and other practices which have the effect of creating conflicts of interests between private funds and their advisers. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) An SPE that is organised as a partnership or an LLC that has elected to be treated as a partnership for tax purposes would not be subject to entity-level tax, but transfers to a securitisation SPE that is treated as a partnership for tax purposes may have different tax consequences than transfers to a disregarded entity and, as such, it is possible to structure the SPE (and use a multi-SPE structure) so as to optimise the securitisation for the desired tax neutrality. Our clients rely on our tax planning at every stage of a transaction, from early planning to successful conclusion, and recognize and appreciate our creativity in solving complex tax issues, both local and cross-border. The servicer typically also produces periodic reports and interfaces with the trustee to ensure the correct application of funds in accordance with the applicable priority of payments waterfall. 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. Benchmark replacement conforming changes are changes that the Federal Reserve determines would address one or more issues surrounding the replacement of the contracts benchmark, or (for non-consumer contracts) that are necessary or appropriate to implement the new benchmark in the reasonable judgment of the calculating person responsible for calculating that benchmark under the contract. The structure is otherwise typically similar to the two-tier structure previously described. Shearman & Sterlings hectic but excitingcorporate M&A seat covers work in industries such as mining, telecommunications, financial services and shipping. The covenants will typically address payment obligations, collateral maintenance and perfection obligations, rights and related procedures concerning adding and removing underlying assets, reporting obligations, and various negative covenants intended to maintain the integrity of the securitisation. The LIBOR Act covers contracts that reference LIBOR tenors other than the uncommon one-week and two-month tenors, and provides as follows. The rules generally apply the following SOFR-based rates, plus the spread adjustment set forth in the statute: The rules otherwise largely mirror the statute, but with some clarifications, which include: release the creditors rights to excess collateral; allow additional debt to be secured by the collateral; transferring the securitised assets to the issuer in a perfected true sale; reducing the risk of the issuer becoming subject to involuntary or voluntary bankruptcy proceedings; and. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. The firm has offices across the US, giving it a strong presence in state and federal court actions throughout the country. Shearman & Sterling Earns High Rankings in Chambers UK 2022 Shearman & Sterling continues to garner recognition in the 2022 edition of Chambers UK receiving 37 London, United Kingdom. The firm now recruits exclusively through its vacation scheme. KWG Group Holdings Limiteds $258 Million Tap Offerings. Famous for: elite Wall Street firm; large English law practice; top-end salary, UK partners/solicitors/trainees: 33/86/23, Overseas seats: Singapore, Abu Dhabi, Brussels, Dubai. 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. All vac schemes run for two weeks and there's room for up to ten candidates on each. 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. He assists clients with administrative proceedings as well as litigation in the US Tax Court. For example, an opinion assuming that the transfer is a true sale for accounting purposes would have to carve out the legal isolation analysis from such assumption. For example, ABS issuers have a finite life, strict limits on their activities and no active governance. Shearman & Sterling LLP stands out for its expertise in high-profile energy and infrastructure projects in Indonesia, as demonstrated by its advice to Masdar and PT PJB Investasi on the development and financing of a 145MW floating solar PV project over the Cirata reservoir. 11 years ago. shortfalls in reserves or over-collateralisation; outstanding amounts exceeding applicable collateral borrowing value; delinquencies or charge-offs in excess of specified thresholds; and. The specific RBC formula varies depending on the primary insurance type and focus on asset risk, underwriting risk and other risk. 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 letter does not directly address privately offered securities that do not rely on Rule 144A, such as a pure private/Section 4(a)2) deal or an institutional accredited investor/Regulation S only deal. Whether this option covers registered ABS that are subject to Exchange Act reporting requirements but where those requirements were suspended before ABS issuers had to file for the life of the deal poses an interpretive question. 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. In the early 1970s, long before Raheem Sterling was on the scene, another famous Sterling pulled on an England shirt. A security interest perfected by control or possession often has higher priority than a security perfected by other means. Follow Shearman & Sterling on Instagram and LinkedIn. Two rounds, the first includes an interview and the second a proper assessment centre with a group exercise, a written exercise, a case study and another interview. The rule specifies a number of other items of required information which are not as troublesome, but which generally are not made publicly available for issuers of securities that were not registered under the Securities Act, whether made under Rule 144A or otherwise. The 2020 election has resulted in a number of new rule proposals and changes by the US Securities and Exchange Commission (SEC) and other regulators. A VS. Any tips etc trustees typically have a interview there next week a! With respect to a full range of tax controversies and disputes that it is almost you. And there 's room for pro bono work at shearman too, with a dedicated pro bono at... Similar to the legal profession since 1990 contracts other than consumer loans by NRSRO... 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