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Derivatives Regulation: Dodd-Frank Title VII vs. EMIR


Speaker(s): Anna T. Pinedo, James Schwartz, Jeremy C. Jennings-Mares, Peter J. Green, Robert J. Dilworth
Recorded on: Jan. 28, 2014
PLI Program #: 54771

Jeremy Jennings-Mares is a partner in the Capital Markets Practice Group of Morrison & Foerster LLP. Mr. Jennings-Mares’ practice specializes in structured products and derivatives, including covered bonds, structured notes, such as equity-linked, credit-linked, and fund-linked securities; credit, fund, and equity derivatives; MTN programs and other cross-border debt securities offerings; fund-linked and creditlinked CPPI note issues and other fund-linked repackaging; CDOs acting for arrangers and investment managers; and hybrid securities. He joined Morrison & Foerster LLP in April 2007, after serving as a partner with Freshfields Bruckhaus Deringer from 2001 to 2007. Mr. Jennings-Mares is a solicitor admitted in England and Wales.


Peter Green focuses primarily on structured credit and structured products transactions. He represents investment banks, issuers, investors and other providers of financial services in relation to public offerings and private placements of debt instruments. Mr. Green has advised in relation to the unwinding and restructuring of a number of such transactions.

Mr. Green's experience includes advising in relation to collaterialised debt obligations (both true sale and synthetic structures), other securitisation transactions, asset backed commercial paper programmes for European and U.S. issuers, CPPI transactions and other matters involving structured derivatives. He has acted for arrangers, lead managers, portfolio managers, issuers and investors, advising on both the legal and regulatory aspects of such transactions.

He has also acted for other service providers, including trustees. Such work has involved advising the trustee of CDO transactions subject to an Event of Default in respect of the unwinding and/or restructuring of such transactions.

Mr. Green is a contributor to Covered Bonds Handbook, published by Practising Law Institute (2010).

Prior to joining Morrison & Foerster, Mr. Green was a partner with Freshfields Bruckhaus Deringer in London from 2000 to 2007.

Education
Leicester University (LL.B. Hons, 1988)

Practices
Capital Markets 
Financial Transactions 
Business + Finance

Bar Admissions
England & Wales
New York 


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


James Schwartz has a wealth of experience in the derivatives markets, both in the post-Dodd-Frank world of complex regulation and in the pre-Dodd-Frank world of complex and structured transactions. He has a cutting edge understanding of the ongoing regulation of derivatives brought about by Title VII of Dodd-Frank, and works extensively with dealers and end-users to achieve regulatory compliance. He is also expert in documenting bespoke derivatives, including those occurring in the context of broader structured transactions. He has expertise with the ISDA Master Agreement and has worked extensively with trading agreements of other types as well. He also advises on structured products.

Before joining Morrison & Foerster, Mr. Schwartz spent more than eight years as in-house counsel at a major derivatives dealer.

Mr. Schwartz received his J.D. from the University of Chicago and his B.A., magna cum laude, from Harvard College.


Robert J. Dilworth is a Senior Vice President & Associate General Counsel in Bank of America Merrill Lynch (BAML)'s Legal Department for Global Banking & Markets. His primary practice area for almost 20 years has been OTC equity derivatives. At BAML, Robert co-heads legal for US Equity Derivatives and provides primary legal support to the OTC institutional equity derivatives sales team, which includes equity-linked notes and proprietary index-linked products. He is also U.S. legal coordinator across asset classes for 3rd party distribution and Rule 144A issuance of market-linked structured securities by BAML issuance entities, as well as covers BAML’s equity derivatives activities into Latin America. Robert’s cross-asset class Dodd-Frank responsibilities and interests include Swap Execution and Security-based Swap Execution Facilities (SEF / SB-SEF) and product characterization issues under Title VII. Robert has authored or co-authored four articles on SEFs and related Dodd-Frank topics for the International Financial Law Review and the Futures & Derivatives Law Report. Robert has worked previously as a Director & Counsel at Deutsche Bank (in New York and Frankfurt) and as an associate at Cleary Gottlieb Steen & Hamilton. He holds law degrees from the University of Georgia, Columbia University and the Université de Paris I (Panthéon-Sorbonne). A fuller profile is available at www.linkedin.com/in/robertdilworth.