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Fundamentals of Swaps & Other Derivatives 2020

Speaker(s): Andrea O'Toole, Curtis A. Doty, David Felsenthal, David J. Gilberg, Ed Zabrocki, Eleanor Boris, Gary Barnett, Gary M. Rosenblum, Joshua D. Cohn, Kai Lee, Mark New, Ray Shirazi, RC Whitehead, Rick Grove, Seema Chandra, Waqaas Fahmawi
Recorded on: Oct. 19, 2020
PLI Program #: 273965

Ed Zabrocki is a Managing Director and Counsel at Morgan Stanley & Co. LLC and works in the Law & Compliance Department’s Institutional Sales and Trading Practice Group.  Mr. Zabrocki joined Morgan Stanley in 2000.

Mr. Zabrocki provides legal coverage to Morgan Stanley’s North American commodities business, including exchange-traded and over-the-counter derivatives, physical forwards and financial transactions in electricity, natural gas, environmental attributes, petroleum and petroleum products, indices and metals.  He also has had extensive experience in structured transactions involving project-based finance, monetization of long-term power supply contracts and volumetric production payments.

Mr. Zabrocki graduated from Georgetown University in 1988 and received his master’s degree in Finance from New York University in 1991 and his J.D. from the University of Notre Dame in 1995.  Prior to attending law school, he was an Associate Director in the Capital Markets Sales Group at Midland Montagu, the investment banking division of Midland Bank plc.

Andrea O’Toole is Managing Counsel and Head of Equities Legal at Wells Fargo & Company where she leads the legal team responsible for supporting the lines of business in the Equities division.  Throughout her career, Ms. O’Toole has actively participated in ISDA working groups supporting many key derivatives initiatives, including the 2002 ISDA Equity Derivatives Definitions, the 2006 ISDA Fund Derivatives Definitions, and the 2011 ISDA Equity Derivatives Definitions.  In addition to her involvement with ISDA, Ms. O’Toole is the Vice Chair of the SIFMA Prime Brokerage and Securities Lending Committee.

Prior to joining Wells Fargo & Company, Ms. O’Toole was responsible for coverage of derivatives across asset classes, structured products, prime brokerage, and other capital markets products as in-house counsel at various financial institutions.  Ms. O’Toole holds a BBA in Banking and Finance from Hofstra University and a JD from The George Washington University Law School.  She is licensed to practice law in New York, Connecticut, and the District of Columbia.

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.

Eleanor Boris is an Executive Director in the Legal and Compliance Department at Morgan Stanley, based in the New York office. 

Ms. Boris joined Morgan Stanley in 2005.  Before joining Morgan Stanley, Ms. Boris was an associate at Shearman & Sterling LLP.

Ms. Boris holds a BA from Cornell University and a JD (Cum Laude) from Fordham University School of Law.

Gary Barnett is the founder and CEO of Digital Capital Markets, LLC, an SEC registered broker-dealer and FINRA member, and Co-Founder of Fleming Park Global Partners, LLC, a business and regulatory consulting firm.

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, holds FINRA Series 7, 79, 24 and 63 licenses, 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’s Corporate Equity Derivatives Group, the Americas Equity Sales and Swaps Groups, and the Equities Legal representative on BAML’s Volcker Committee.  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 Equity and Volcker 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.

Mark New is Senior Counsel, Americas, at the International Swaps and Derivatives Association, Inc. (ISDA) where he works primarily on derivatives documentation issues. 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.

Rick Grove is a Partner and 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.

Seema Chandra is a Senior Vice President and Assistant General Counsel at Citi in New York.   Ms. Chandra joined Citi in 2017 and acts as legal coverage for several of Citi’s credit trading businesses and specializes in derivatives and structured products.  Prior to joining Citi, Ms. Chandra was an associate at Cadwalader, Wickersham & Taft LLP.

Ms. Chandra received a J.D. from Cornell Law School and is a member of the New York Bar.

Waqaas Fahmawi is Director & Associate General Counsel at Bank of America, where his primary responsibilities include financial services regulation under the Dodd-Frank Act. Waqaas joined Bank of America from GE Capital, where he was Corporate Treasury counsel focusing on regulatory reform implementation and GE’s derivatives relationships and activity. Prior to joining GE, Waqaas was counsel at Susquehanna International Group, LLP, where he his practice focused on equity, commodity, and fixed income derivatives, as well as securities financing, transactions. Waqaas was an associate at Debevoise & Plimpton LLP, where he advised hedge funds, financial institutions, and corporates on fixed income and equity-linked derivatives transactions. Waqaas received his bachelor’s degree from Harvard College and his J.D. from Columbia Law School.

A Director in the Legal Department at Barclays, RC is part of the Fixed Income Markets (Macro – Americas) Legal Group and covers Interest Rates and Corporate FX Sales and Trading and has primary legal responsibility for the Risk Solutions Group, a derivatives-structuring desk, which assists clients in managing significant exposures, often in the context of M&A and restructurings, and which provides clients a full range of bespoke instruments (including deal-contingent hedges).  Prior to joining Barclays in 2013, 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, RC 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.

Ray Shirazi is a Partner in the Financial Services Department of Cadwalader, Wickersham & Taft LLP. Ray represents financial institutions and end-users in transactions involving derivatives, including equity, commodity, credit and fixed-income derivatives. Ray also regularly represents clients with respect to a wide range of trading agreements, including ISDA documentation, repurchase agreements, securities lending, prime brokerage, futures, cleared swaps and related agreements. He has been consistently recognized as a leading lawyer in his area of expertise by independent commentators, including by Chambers Global and Chambers USA, in which he is ranked Band 1 in both Capital Markets: Derivatives – USA Nationwide and Capital Markets: Structured Products – USA Nationwide. The Legal 500 named Ray to its Hall of Fame in both Derivatives and Structured Products and Securitization and has recognized him as a leader of Cadwalader’s Tier 1 Structured Finance: Derivatives and Structured Products team. Ray is listed as “Highly Regarded” in the areas of Capital Markets: Equity, Capital Markets: Structured Finance and Securitization and Capital Markets: Derivatives by IFLR1000, and was part of the team that was named 2020 Regulatory Team of the Year by IFLR Americas. Since 2009, he has been recognized as a leading lawyer in Derivatives and Futures by The Best Lawyers in America, where clients praised him as "an expert in the structuring of derivatives and structured products across asset classes." Additionally, since 2006, Ray has been recognized by Super Lawyers as one of the top securities and corporate finance lawyers in New York.

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

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 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 institutions and other market participants 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 Deputy General Counsel, Chief Compliance Officer & Managing Director at Oak Hill Advisors, L.P.  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.