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Fundamentals of Swaps & Other Derivatives 2012


Speaker(s): Angie Karna, Cristina Perez, David J. Gilberg, David R. Sahr, Gary Barnett, Gary M. Rosenblum, Joshua D. Cohn, Katherine Darras, Lauren Teigland-Hunt, Matthew J. Hooper, Ray Shirazi, Rick Grove, Scott L. Flood, Silas J. Findley
Recorded on: Oct. 15, 2012
PLI Program #: 34584

Matthew Hooper is a Director in the Legal Department in the Investment Banking Division of Barclays Bank PLC. His primary practice area is OTC Commodities. He joined Barclays London office in 2000 to provide legal support to Barclays' commodities business unit as it developed from a U.K. financial OTC commodities trading business into a global OTC commodities business that trades both physically-settled and financially-settled oil, gas and power commodities, base and precious metals, commodities investor products, emissions, pulp and freight across all regions in the world.  He transferred over to Barclays New York office in 2003 to assist the build out of the physical power and gas trading business in North America. Prior to joining Barclays, he practiced in the field of commercial and personal injury litigation for 5 years. Matthew is qualified as a solicitor and barrister in the Northern Territory of Australia and the Federal Courts of Australia; he is qualified as a solicitor in the United Kingdom and is qualified as an attorney in New York State.


Silas Findley is a Director and Legal Counsel and has been with Citi since 2007. Prior to joining Citi, Mr. Findley was a Director at Financial Guaranty Insurance Company and practiced law at Sidley Austin LLP. He acts as primary legal coverage for several of Citi's credit trading businesses.

Mr. Findley received a J.D. with high distinction from the University of Iowa College of Law. Member of the Illinois and New York Bars.

 


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.

 


David Sahr advises domestic and foreign financial institutions on regulatory, enforcement and compliance matters, including with respect to the extraterritorial impact of US regulation. He represents banks and their affiliates before federal and state agencies, including the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Securities and Exchange Commission and the Commodity Futures Trading Commission.

David has worked closely with banks and trade associations on the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). He has drafted comment letters on new capital rules, the Volcker Rule and new derivatives regulations.

David is also advising several foreign and US banks on their implementation of the requirements of Dodd-Frank, including the extraterritorial impacts. For example, he has provided in depth advice with respect to the prohibition on proprietary trading and on sponsorship of and investment in covered funds by banking entities (the Volcker Rule) and the regulation of OTC derivatives. Chambers USA 2011 noted David’s work “advising a number of foreign lenders and other financial services entities on Dodd-Frank compliance, ” and according to Chambers USA 2012, “[h]e is widely admired by peers and clients alike, who highlight him as being ‘very responsive and extremely well informed.’”


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.


Lauren Teigland-Hunt is Managing Partner at Teigland-Hunt LLP. Her practice focuses on both OTC and listed derivative transactions as well as physical commodity and securities trading.  She has extensive experience representing hedge funds, asset managers, multinational corporations and financial institutions, exchanges and clearinghouses, swap data repositories and trade associations in a wide range of trading matters and products, including fixed income, credit, equity, foreign exchange and commodity instruments.

Having advised on the development of some of the first clearing platforms for swaps, she is one of the industry’s leading experts in swap clearing. She also actively advises and advocates for clients with respect to rules promulgated under the Dodd-Frank Act and other matters related to derivatives reform and U.S. commodities law and regulation. In recent years she has acted as counsel to several ISDA drafting committees and served as chair of the OTC Derivatives Subcommittee of the American Bar Association.

Prior to founding Teigland-Hunt LLP in 2002, Lauren was an attorney at Sullivan & Cromwell LLP in the firm’s Commodities, Futures and Derivatives Group (1996-2002) and worked as a futures trader and banker in New York and Paris (1986-1993). She graduated with honors from both Stanford Law School (J.D. 1996) and Georgetown University (A.B. 1986).


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.


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.


Cristina Pérez is a Managing Director and Associate General Counsel for HSBC Securities (USA), Inc. where she supports the fixed income structuring businesses for the Americas and is responsible for the regional netting and collateral opinion review and approval. Before joining HSBC in 2006, Cristina was a Vice President at Credit Suisse’s Legal and Compliance Department and an associate at Shearman and Sterling, working in both cases on derivatives and structured finance matters.  Cristina has also practiced civil law in Ecuador where she advised U.S. and European oil, communication and other companies regarding cross-border acquisitions and credit transactions.  She has vast experience working with Latin America.

Cristina has a JD from New York University School of Law and a BA “Cum Laude” from Williams College.  She also has a law degree from the Pontificia Universidad Católica del Ecuador. From 1997 to 1999, Cristina was an associate professor at the Pontificia Universidad Católica’s School of Law and taught courses in comparative law, ethics and lawyering.

Cristina is qualified to practice law in New York State and Ecuador.


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.


Katherine Darras is ISDA’s General Counsel. She joined ISDA in 2001 as assistant general counsel, became General Counsel, Americas in January 2008 and General Counsel in June 2016. Ms. Darras has been team leader for a wide variety of ISDA publications, including the 2002 Equity Definitions, the 2006 Inflation Definitions, the 2006 ISDA interest rates definitions and the 2011 Equity Derivatives Definitions; Ms. Darras also led the creation of the Dodd-Frank protocols and is responsible for the ISDA Amend electronic documentation facility.  Before joining ISDA, Ms. Darras was an associate at Salans LLP in New York, where she worked in the financial institutions group.

Ms. Darras holds a BA (Honours) from the University of Western Ontario, an LL.B. from Queen's University at Kingston, Ontario and is a member of the New York Bar.


Scott L. Flood is a Managing Director and Senior Deputy General Counsel.  He started in 1990 at Salomon Brothers Inc., a predecessor firm to Citi. He is the Co-Head of the Markets and Securities Services Legal team in Citi’s Institutional Client Group with lawyers in New York, London, Singapore and Hong Kong. Lawyers in this Group cover Securitized Products, Derivatives, Foreign Exchange, Commodities, Fixed Income and Equity, Futures, Custody and Clearing and Investor Services.  He advises the Institutional Client Group on sales and trading, capital market products, corporate governance and regulatory matters.  He also advises Risk, Treasury, Operations and Financial Reporting departments on legal, regulatory and credit matters. Prior to joining Salomon, Mr. Flood was associated with White and Case.

Mr. Flood received a B.A. from Amherst College in Economics and a J.D. from Harvard Law School.  After Harvard, Mr. Flood clerked for the Hon. David Nelson, U.S. District Court of Massachusetts.  He is active on a number of industry committees and is a member of the New York Bar and the Massachusetts Bar.