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Fundamentals of Swaps & Other Derivatives 2017


Speaker(s): Catherine M. Martin, Curtis A. Doty, David Felsenthal, David J. Gilberg, Gary Barnett, Gary M. Rosenblum, Joshua D. Cohn, Kai Lee, Mark New, Michael Otten, Nathan J. Rice, Ray Shirazi, RC Whitehead, Rick Grove, Willa Cohen Bruckner, William F. McCoy
Recorded on: Oct. 23, 2017
PLI Program #: 180106

William F. McCoy is a Managing Director and Counsel in the Legal and Compliance Department of Morgan Stanley, as well as General Counsel and Secretary of Morgan Stanley Capital Group Inc., a dealer of commodities, commodity derivatives and currency options.  He advises Morgan Stanley in connection with its futures, fixed income and commodities market making activities, including its activities involving metals, oil liquids, electricity, coal, agricultural products, carbon and emissions.  He has continuously been the senior commodities attorney at Morgan Stanley since joining the firm in 1993.  His previous positions included Vice President & Assistant General Counsel of Metallgesellschaft Corp. (1991-1993), Vice President & Counsel of Manufacturers Hanover Trust Company (1986-1991), and Attorney in the Enforcement & Compliance Division of The U.S. Office of the Comptroller of the Currency (1984-1986).  His degrees include a J.D. in 1984 from Fordham University School of Law, and a B.S. in Economics in 1981 from the Wharton School of Business and Economics at The University of Pennsylvania.  In addition, from May 2002 through May 2004, he served as the President of the Law and Compliance Division of the Futures Industry Association (“FIA”), and is currently a member of the Executive Committee of the FIA’s Law & Compliance Division.   From early 2004 until early 2007, he served a number of terms as a member of the FIA’s Board of Directors.   From February 2007 until February 2016, he served as a member of the Board of Directors of the National Futures Association.  From August 2003 until February 2007, he served as a member of the U.S. Treasury Department’s Bank Secrecy Act Advisory Group.  Bill is currently a member of the U.S. Commodity Futures Trading Commission’s Energy and Environmental Markets Advisory Committee.


Mark New is Senior Counsel, Americas, at the International Swaps and Derivatives Association, Inc. (ISDA) where he works primarily on derivatives documentation issues, with a particular focus on credit derivatives and regulatory margin requirements for non-cleared swaps. In this role he has worked on a large number of ISDA projects, including publication of several documents relating to regulatory margin implementation and the 2014 ISDA Credit Derivatives Definitions and related Protocol. He is a regular speaker at ISDA conferences on topics including margin requirements, credit derivatives, and the ISDA Master Agreement.

Prior to joining ISDA, Mr. New worked as a credit derivatives structurer and practiced as a solicitor in London.

Mr. New graduated with first class honours in law at Oxford University and was a Fulbright Scholar at the University of California, Berkeley where he took an LLM degree. He is a member of the New York Bar and a solicitor of England and Wales.


Catherine Martin is a Senior Vice President and Assistant General Counsel at Citi in New York.   Ms. Martin joined Citi in 2013 and acts as primary legal coverage for several of Citi’s credit trading businesses and specializes in derivatives and structured products.  Prior to joining Citi, Ms. Martin was an associate at Latham & Watkins LLP and a member of the firm’s Finance Department.

Ms. Martin received a J.D., magna cum laude, from Syracuse University College of Law and is a member of the New York Bar.


David Felsenthal is a partner in the Capital Markets Group of Clifford Chance in the New York office.  David has a leading practice in derivatives, structured finance and fintech.  He works on derivatives transactions and regulations across a range of asset classes and transaction types.  He also advises extensively on trading transactions including repo, securities lending and secured financing.   David has been a leader in developing and executing structured products, including securities linked to credit and equity, and is particularly known for his work on synthetic securities and risk-transfer transactions.

David's expertise has been recognized by leading trade associations: he has represented ISDA in its advocacy for improved swap margin rules and other matters; he gives the industry-wide opinions for SIFMA for the standard documentation for repo, securities lending and forwards.  He is a frequent speaker at conferences organized by PLI, ISDA, and others.  David has been recognized as a leading practitioner by Chambers US and Chambers Global.  He has written articles that have been featured in various publications, including the Harvard Law School Forum on Corporate Governance and Financial Regulation and The Metropolitan Corporate Counsel.


Gary Barnett is the founder and CEO of Digital Capital Markets, LLC, an SEC registered broker-dealer and FINRA member.

Mr. Barnett is a former Deputy Director in the Division of Trading and Markets at the U.S. Securities and Exchange Commission, where he was responsible for (i) broker-dealer oversight, including capital, margin and segregation rules, governance and risk management; (ii) derivatives policy; (iii) certain trading practices; and (iv) Volcker.

Prior to joining the SEC, Mr. Barnett was the Commodity Futures Trading Commission’s Director of the Division of Swap Dealer and Intermediary Oversight. There he established the swap dealer registration and compliance programs, led the responses to the FCM and RFED crises following MF Global, including the reorientation of the exam program and the creation and adoption of the FCM customer protection rules, and formed DSIO’s CPO/CTA team and led many of its key initiatives.

Before joining the CFTC in 2011, he was a partner and head of the U.S. Derivatives and Structured Finance Practice Group at Linklaters LLP. Prior to Linklaters, he was a partner and co-head of the Securitization and Derivatives Practice at Shearman & Sterling LLP.

Mr. Barnett was an adjunct professor of law and taught Derivatives Regulation at Cornell Law School from 2012 through 2015, chaired PLI’s annual conference on New Developments in Securitization from 1995 through 2010, is co-Chair of the PLI annual conferences on fundamental and advanced swaps and other derivatives, and is a member of the New York, California and Oklahoma bars. 

 


Gary Rosenblum is a Managing Director and Associate General Counsel in the Legal Department of Bank of America Corporation, in New York. He is Senior Counsel for Bank of America Merrill Lynch’s Corporate Equity Derivatives Group and the Americas Equity Sales and Swaps Groups.  He joined Merrill Lynch in 1997 and stayed with the company when it was merged with Bank of America Corporation in January 2009.

Prior to Merrill Lynch, Mr. Rosenblum worked at Proskauer, Rose in New York and Blank, Rome, Comiskey & McCauley in Philadelphia and Miami. He is a member of the Bar in New York, Florida and Pennsylvania. He is the Bank of America Merrill Lynch Legal representative on the  ISDA Equity Steering Committee, and is a member of a number of other ISDA and SIFMA committees and working groups. He is a frequent speaker at industry conferences.


Josh Cohn provides derivatives dispute advisory and expert witness services.

Josh retired in 2016 as Partner and head of Mayer Brown’s US Derivatives & Structured Products practice and co-leader of the global Derivatives & Structured Products practice.  He concentrated his practice on derivatives, having extensive experience as US counsel to the International Swaps and Derivatives Association (ISDA), and representing dealers and end-users in a wide range of transactions.

Josh’s positions in years prior included, Partner, Allen & Overy, Derivatives Counsel, Cravath, Swaine & Moore and Senior Vice President and General Counsel, DKB Financial Products, Inc.

Josh has been listed for derivatives law in The Best Lawyers in America, IFLR 1000 and The Legal 500.  Josh has been ranked band 1 in Chambers USA since 2008, having been characterized in  the years since as “a derivatives oracle,” “ luminary” and “doubtless one of the best derivatives lawyers in the world.”

Josh is on the P.R.I.M.E. Finance Panel of Recognized International Market Experts in Finance.


Nathan J. Rice is a Vice President in the Legal and Compliance Division of Morgan Stanley.  His primary focus is on the firm’s Basel netting and collateral enforceability activities.  His responsibilities include seeking advice from local law firms in jurisdictions that are new to the firm, refreshing existing advice, monitoring updates to industry opinions, and fielding day to day questions from different business areas with respect to legal netting and collateral enforceability.

He is also the firm’s primary coverage lawyer for forward-settling mortgage securities, and is involved in its related FINRA Rule 4210 compliance efforts.

Prior to joining the Legal and Compliance Division, he was a negotiator in the Institutional Securities Documentation group, where he negotiated various types of master agreements with the firm’s institutional clients.

He is a 2004 graduate of the University of Wisconsin Law School, where he was an articles editor of the Wisconsin Law Review.  Prior to attending law school he earned a degree in aerospace engineering from the University of Minnesota-Twin Cities and worked as an engineer at Cessna Aircraft Company in Wichita, Kansas.  He is originally from Sparta, Wisconsin, and currently lives in New York City.


Rick Grove is the Chief Executive Officer of Rutter Associates LLC, the New York based financial markets risk management consulting firm.  Rutter’s consulting practice encompasses a wide range of risk management and valuation advisory work for financial institutions, corporations and regulators in the Americas, Asia and Europe.  Rick’s own practice focuses on derivatives and structured credit products.  He has acted as a consultant and expert on a variety of disputes being mediated, arbitrated or litigated in New York, London, Hong Kong, Shanghai, Singapore, Stockholm and Taipei.

Rick has spent over 30 years working in the financial markets, as both an investment banker and a lawyer.  From 1997 to 2001, he was the CEO of ISDA.  Following ISDA, Rick was a Managing Director at Bank of America, co-managing the Global Commodity Derivatives Group.  Prior to joining ISDA, he worked as a marketer in the derivatives business at Paribas Capital Markets and headed the Financing Desk and the Fixed Income Syndicate Desk in New York.  Rick originally joined Banque Paribas as General Counsel of Paribas Corporation after practicing capital markets, mergers & acquisitions and general corporate law with Cravath, Swaine & Moore in New York and London.

Rick is a member of the panel of experts of PRIME Finance, the financial markets dispute resolution service in The Hague.  He has chaired ISDA’s U.S. Regulatory Committee and testified about derivatives in the Senate and House of Representatives.  He has served on ISDA’s panel of experts for credit event determinations.

Rick has taught classes on derivatives, structured credit products and risk management at the CFTC, the Bank of England, the Japanese FSA, the Bank of China Institute for International Finance (Beijing), the Reserve Bank of New Zealand (Wellington), the National Bank of Georgia (Tbilisi), the National Bank of Kazakhstan (Almaty) and Columbia, Fordham, NYU, Princeton, St Andrews and National Taiwan universities.

Rick has conducted training sessions on financial markets transactions for judges in Australia, Chile, China, Delaware, Hong Kong, Romania, Singapore and Taiwan.

Rick is a member of the International Institute for Strategic Studies in London, the Atlantic Council in Washington, the International Advisory Committee of EcoPeace Middle East and the Board of the University of St Andrews American Foundation. 

Rick received his J.D. from Harvard University and his A.B. from Princeton University.


Willa Cohen Bruckner is a partner in the Financial Services & Products Group in Alston & Bird’s New York office. She concentrates on derivatives, structured products and alternative investments and brings to her practice more than 30 years of experience as a financial services attorney. Willa has worked extensively in new product development and in the negotiation and documentation of a wide variety of derivatives products and complex financial transactions, and she advises on derivatives products under the Dodd–Frank Act. Willa works with clients throughout the life cycle of a trade or investment, up to and including termination and dispute resolution. Her advice is practical and draws on her experience as internal counsel on both the buy-side and the sell-side.  Her clients include banks, hedge funds, private equity funds, commodity pools, institutional money managers, corporations, energy companies, not-for-profits, pension plans, endowments and family offices.

From July 2015 through June 2018, Willa was chairperson for the Over-the-Counter Derivatives Subcommittee of the New York City Bar Futures and Derivatives Committee. She has been selected by her peers for inclusion in the 2016, 2017, and 2018 editions of The Best Lawyers in America© for Private Funds/Hedge Funds Law – New York.

Before joining Alston & Bird, Willa was general counsel for a family investment office and fund of funds and a capital markets attorney for major financial institutions. She received her J.D. from the University of Pennsylvania, her M.A. in economics from Yale University and her B.S. with high distinction, and with highest honors in mathematics, from the University of Michigan.


A Director in the Legal Department at Barclays Capital, RC Whitehead covers Interest Rates and FX sales and trading and has overall legal responsibility for the Risk Solutions Group, a derivatives structuring and trading desk that assists clients in managing significant exposures, most often in the context of M&A and other levered or one-off transactions.  Previously, he was a Managing Director and the Chief Legal Officer at Pierpont Securities LLC, a broker-dealer that specialized in fixed-income trading.  As a Director and Associate General Counsel at Bank of America Merrill Lynch, he headed the US legal team that covered Interest Rates, Fixed-Income Structured Finance, Commodities, Futures, Municipal Finance and Municipal Derivatives.  He has also been a Managing Director at Bear Stearns where he managed a global team of lawyers who negotiated various derivatives documentation and a Vice President at Credit Suisse where his coverage included Capital Markets, M&A and Private Equity.  He began his legal career as a corporate associate at Breed, Abbott & Morgan.

Having graduated with a B.A. from the University of California, an M.A. from Stanford University and a J.D. from Vanderbilt University, RC is a member of the New York Bar and is also qualified to practice in the courts of England and Wales.  He is a citizen of both the United States and the United Kingdom.


Curtis A. Doty is a Banking & Finance partner in Mayer Brown’s New York office. His practice focuses on the structuring, negotiation, and regulatory and insolvency analysis of OTC derivatives transactions.

Some currently topical areas in Curtis’ practice include: deal-contingent foreign currency hedging connected to cross-border acquisitions; portfolio risk transfers in connection with acquired commodity businesses; counseling clients in relation to “inadvertent” swaps and swap dealing; cross-border collateral arrangements; FX prime brokerage; and the enforceability of netting and collateral arrangements in insolvency.  Curtis is the author of netting and collateral opinions on various industry-standard forms of documentation.


David Gilberg is a partner of Sullivan & Cromwell LLP and practices primarily in the area of  derivatives and trading-related matters, including regulation of derivative products and market participants, registration, compliance and regulation under the Commodity Exchange Act, the federal securities laws, the banking laws and the Dodd-Frank Act generally.  Mr. Gilberg advises a broad range of financial institution clients on the regulation of swap dealers and swap transactions; development of clearing systems, exchanges and electronic trading facilities for the trading of derivatives and other financial instruments; regulation of hedge funds and other private funds and managed vehicles; development of financial indices and indexed products and related matters.  Mr. Gilberg graduated from Harvard Law School in 1981 and from the University of Pennsylvania, with a B.A. and M.A., in 1978.


Kai Lee is Managing Director, Chief Compliance Officer and Associate General Counsel at Oak Hill Advisors, L.P.  She is also the Chief Compliance Officer of OHA Investment Corporation. Previously, she was the Chief Compliance Officer and Associate General Counsel for Viking Global Investors LP, a Vice President and Counsel for Lehman Brothers Inc., and an associate for Allen & Overy LLP.  She earned a J.D. from Harvard Law School and a B.A. from Harvard College, where she was elected to Phi Beta Kappa.


Michael J. Otten is an Executive Director in the Global Markets Legal Department at Nomura where he works closely with Nomura’s registered Swap Dealers, Futures Commission Merchant, Broker-Dealer, and affiliates globally on regulatory matters and implementation of regulatory reforms in the U.S. and globally.  Before joining Nomura, Mr. Otten spent nearly 10 years at the CFTC in Washington, DC in various capacities including Legal Counsel to Chairman Reuben Jeffery and Acting Chairman Walt Lukken, Legal Counsel to Commissioner Jill Sommers, and as a Chief Trial Attorney in the Enforcement Division.  During his time in the Chairman’s Office, Mr. Otten was the CFTC’s representative on the President’s Working Group on Financial Markets and worked closely with senior CFTC staff and staff of other regulatory agencies in response to the financial crisis of 2007-2008.  As Legal Counsel to Commissioner Sommers, Mr. Otten focused heavily on the CFTC’s implementation of Dodd-Frank Act regulations, and during his time in the Enforcement Division, Mr. Otten focused primarily on prosecuting energy market manipulation and complex fraud cases in federal courts throughout the country.  Prior to joining the CFTC, Mr. Otten was a Litigation Partner at LeClair Ryan in Richmond, VA.  Mr. Otten began his legal career on active-duty in the U.S.  Air Force Judge Advocate General’s Corps, where among other things, he prosecuted and defended military members facing trial by court-martial.  Mr. Otten is a graduate of Boston College Law School and Manhattanville College.


Ray Shirazi is a Partner in the Financial Services Department of Cadwalader, Wickersham & Taft LLP.  Mr. Shirazi represents financial institutions and end-users in transactions involving derivatives, including equity, credit and fixed-income derivatives.

Mr. Shirazi received his J.D. in 1988 from UCLA where he was managing editor of the UCLA Law Review.  He received his undergraduate degree from the UC Riverside, where he graduated, cum laude, in 1984.