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Fundamentals of Swaps & Other Derivatives 2018


Speaker(s): Angie Karna, Catherine M. Martin, Curtis A. Doty, David Felsenthal, David J. Gilberg, Ed Zabrocki, Eleanor Webb, Gary Barnett, Gary M. Rosenblum, Joshua D. Cohn, Kai Lee, Mark New, Ray Shirazi, RC Whitehead, Rick Grove, Willa Cohen Bruckner
Recorded on: Oct. 22, 2018
PLI Program #: 219291

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

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

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


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.


Angie Karna is a Managing Director in the Legal Department of Nomura Securities International, Inc. in New York. She is the Head of Legal for Global Markets, Americas. Angie joined Nomura in September 2009.

Prior to joining Nomura, Angie was a senior attorney at Barclays Capital and Lehman Brothers in New York. She joined Lehman Brothers in 2000 and joined Barclays Capital when it purchased the US operations of Lehman Brothers in September 2008. Prior to Lehman Brothers, Angie worked at Shearman and Sterling in New York, CIBC World Markets in Toronto and Osler, Hoskin & Harcourt in Toronto.

Angie received a J.D. degree and an LL.B degree in 1993 and a Bachelor of Science degree in 1989. She is a member of the Bar in New York and Ontario, Canada.

Angie has been appointed by the U.S. Commodity Futures Trading Commission (the “CFTC”) to serve on the CFTC’s Global Markets Advisory Committee. She was elected to serve on the National Futures Association’s (“NFA”) Swap Dealer Subcommittee of the NFA Nominating Committee.

Angie is on the Executive Committee of the Board of Trustees of the Institute of International Bankers (“IIB”).  Angie is a Co-Chair of the Securities Industry and Financial Markets Association (“SIFMA”) Swap Dealer Committee. Angie is an active member of other SIFMA, IIB, International Swaps and Derivatives Association (“ISDA”) and other industry association committees and working groups. She is a frequent speaker at industry conferences.

 


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.


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 May 2000.

Mr. Zabrocki provides legal coverage to Morgan Stanley’s North American commodities business, including exchange-traded and OTC derivatives, physical forwards and financial transactions in electricity, natural gas, environmental attributes, petroleum and petroleum products, indices and precious 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.

 


Gary 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.


Ray Shirazi maintains a market-leading practice in derivatives, advising investment banks, domestic and foreign commercial banks, asset managers, hedge funds, private equity funds and mutual funds on related transactional and trading regulatory issues. His practice covers a wide spectrum of equity, hedge fund, currency, commodity and fixed income derivatives. He is particularly noted for his work in equity derivatives, involving traded securities, hedge funds, and other financial products.

Ray also regularly represents clients with respect to a wide range of trading agreements, including ISDA, repo, securities lending, prime brokerage, futures, cleared swaps and related agreements. He addresses issues arising under all of the federal securities and commodities laws and regulations, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Advisers Act of 1940, and the Commodity Exchange Act and related rules and regulations.

A principal partner in Cadwalader's highly regarded structured products practice, Ray also works in the areas of equity-, rates-, and commodity-linked notes, warrants, certificates, and CDs. He also develops and executes a wide variety of hedge fund structured products (and their OTC counterparts), such as principal-protected notes, warrants, and certificates. Ray also advises on, structures, and handles execution of convertible arbitrage products, asset swaps and fixed income derivatives. In addition, he regularly advises on related hedge fund financing transactions such as credit facilities, secured loans, and collateralized financial obligations.

Ray is a member of the ISDA North American Committee on Equity Derivatives and the Equity Derivatives Drafting Committee, for which he helped draft the 2002 ISDA Equity Derivatives Definitions. He is a frequent speaker at ISDA conferences, where he often discusses issues surrounding the 2002 ISDA Master Agreement as well as at programs sponsored by the Structured Products Association and Financial Research Association, among others. Ray is a regular speaker for Practising Law Institute’s "Fundamentals of Swaps & Other Derivatives" programs.

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 clients commend his ability to "synthesize lots of moving parts in a manageable way, whether in traditional equity derivatives or complex new structured products" and further praise him as "super smart" as well as "thoughtful about the technical issues, intelligent, and at the same time understands the need to figure out a way to get deals done." Also, US Legal 500 identified Ray as "a leader in equity derivatives" and named him among their Elite Leading Lawyers and praised him as "hands down the best in the business when it comes to being commercial and adding value to transactions; he is responsive, creative and extraordinarily well versed in a multitude of derivative, structured finance and distributive products." The Best Lawyers in America selected Ray as a leading lawyer in Derivatives and Futures where clients praised him as "an expert in the structuring of derivatives and structured products across asset classes." Ray is also recognized by Super Lawyers as one of the top securities and corporate finance lawyers in New York. Through Ray’s leadership and in acknowledgement of the firm's myriad accomplishments, Global Capital (formerly Derivatives Intelligence & Derivatives Week) awarded Cadwalader their prestigious Law Firm of the Year Award, and Ray was named 2014 Derivatives Lawyer of the Year. The recognition was based on Cadwalader's activity in the over-the-counter sector, ability to guide buy-side and sell-side clients into new areas, consistency of service in established product areas and problem-solving abilities.

Ray received his J.D. from The University of California at Los Angeles, where he was the Managing Editor of the UCLA Law Review, and his B.S., cum laude, from The University of California at Riverside.


RC Whitehead is a Director in the Legal Department at Barclays Capital and 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.


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 Associates’ consulting practice encompasses a wide range of financial markets risk management and valuation advisory work for financial institutions, corporations and regulators in the Americas, Europe, Asia and the Middle East.  In addition to managing Rutter Associates, 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, Singapore 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 the International Swaps and Derivatives Association (ISDA).  Following ISDA and before joining Rutter Associates, 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 fixed income and derivatives businesses 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 and the Board of Directors of P.R.I.M.E. Finance, the financial markets dispute resolution service based in The Hague.  He currently serves as Senior Advisor to the American Bar Association’s Task Force on Financial Engineering for Economic Development.  He has served on the CFTC’s Global Markets Advisory Council and the World Bank’s Financial Markets and Development Conference Advisory Board.  Rick has chaired ISDA’s U.S. Regulatory Committee and has testified about the derivatives markets before the U.S. Senate and U.S. House of Representatives.  He has served on ISDA’s panel of experts for credit event determinations.

Rick authored “Valuation in the context of derivatives litigation” in the April 2011 issue of the Oxford University Capital Markets Law Journal and a chapter entitled “Overview of Derivative Products” in International Financial Disputes:  Arbitration and Mediation (published March 2015 by Oxford University Press).  He has taught classes on derivatives, structured credit products and risk management at Columbia University, Fordham Law School, New York University, Princeton University, the University of St Andrews, National Taiwan University College of Law, the U.S. Commodity Futures Trading Commission in Washington, the Bank of England in London, the Practicing Law Institute in New York, the Bank of China Institute for International Finance in Beijing, China International Economic and Trade Arbitration Commission (CIETAC) in Beijing, the National Bank of Georgia in Tbilisi, and for banks and law firms in New York, London, Amsterdam, Brussels, Hong Kong, Singapore, Stockholm, Taipei, Tokyo and Washington.  Rick has conducted training sessions on the economics of financial markets transactions for the judges of the Australian Federal Courts in Sydney and Melbourne, the judges of the Supreme Courts of the states of New South Wales and Victoria in Australia, the justices of the Delaware Supreme Court and Delaware Chancery Court (USA), judges at the Instituto de Estudios Judiciales in Santiago (Chile), judges at the Institutul National al Magistraturii in Bucharest (Romania),  the justices of the Singapore Supreme Court, judges of the Hong Kong courts, and judges in Taiwan at the Judges Academy in Taipei.

Rick is a member of the International Institute for Strategic Studies (IISS) in London, the Atlantic Council in Washington, the bar of the State of New York, the American Bar Association’s International Section, the International Advisory Committee of EcoPeace Middle East and the Board of the University of St Andrews American Foundation.  

Rick received his J.D. magna cum laude from Harvard University, where he was an editor of the Harvard International Law Journal, and his A.B. summa cum laude from Princeton University where he was enrolled in the Woodrow Wilson School of Public and International Affairs.


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.


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.


Kahyeong (Kai) Lee is Managing Director, Chief Compliance Officer and Associate General Counsel 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.