Banking law Books

Book SynopsisCommodity derivatives are financial instruments whose value is based on underlying commodities, such as oil, gas, metals, agricultural products and minerals. Other assets such as emissions trading credits, freight rates and even the weather can also underlie commodity derivatives. Although the market has been around for centuries, commodity derivatives remain a vital and increasingly sophisticated product today. Airlines continue to hedge themselves against volatility in fuel prices, mining corporations against declines in metal values and power companies against rises in the price of natural gas. This accessible title explains each type of transaction, together with the documentation involved. In particular, the book analyses and guides the reader through the full suite of over-the-counter, exchange-traded and structured commodity derivative documentation, and provides a detailed guide to International Swaps and Derivatives Association and other leading documentation platforms.The book further contains detailed analysis of the regulatory and tax issues affecting commodity derivative products in the United Kingdom and United States. This title is edited by Edmund Parker, head of derivatives at Mayer Brown, London (author of Credit Derivatives: Documenting and Understanding Credit Derivative Products and editor of Equity Derivatives: Documenting and Understanding Equity Derivative Products), and Marcin Perzanowski, an associate at Mayer Brown, London.Trade ReviewMove over The Wealth of Nations, Das Kapital and Capitalism and Freedom over on your bookshelf; Commodity Derivatives is a worthy addition to these economic treatises. -- Michael Sackheim * Futures & Derivatives Law Report *Table of ContentsPreface 5 Edmund Parker Part I: Introduction to commodity derivative products Overview and introduction to commodity derivatives 7 Edmund Parker Reasons for entering into commodity derivative transactions 37 Sabine Bertin Aaron McGarry Part II: Commodity derivative instruments Over-the-counter (OTC) commodity derivatives 63 Marcin Perzanowski Structured commodity derivatives 83 Sabine Bertin Dharini Collins Exchange-traded commodity derivatives 121 Dharini Collins Nanak Keswani Part III: ISDA commodity derivative documentation ISDA suite of commodity derivative documentation 149 Edmund Parker Marcin Perzanowski Introduction to the 2005 ISDA Commodity Definitions 175 Edmund Parker Marcin Perzanowski Standard commodity derivative confirmations 223 Marcin Perzanowski Bullion transactions 239 Marcin Perzanowski Weather index derivative transactions 263 Erica Johansson David Johnson Gas derivative transactions 283 Edmund Parker Power derivative transactions 317 Edmund Parker Emissions trading 335 Avanthi Gunatilake Edmund Parker Freight derivative transactions 367 Avanthi Gunatilake Edmund Parker Part IV: Other documentation platforms for commodity derivatives Overview of documentation produced by the Futures and Options Association 391 Danuta Rychlicka The European Federation of Energy Traders 433 Ellen Doubtfire Aimee Lewis Overview of other documentation platforms for OTC commodity derivatives 459 Amandeep Kharaud Part V: Tax and regulatory aspects of commodity derivative transactions Tax aspects of commodity derivative transactions 485 Sandy Bhogal Catriona Nicol UK and EU regulatory aspects of commodity derivatives 501 Miles Bake US regulation of commodity derivatives 529 Jeremiah Wagner About the authors 581 All authors are (or recently have been) lawyers working at Mayer Brown

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Book SynopsisThe Islamic finance industry has grown at a phenomenal pace over the past decade. A key driver has been the development of the Islamic capital markets, which offer tremendous potential for sovereigns, financial institutions, corporates and investors alike. This publication comes at a key juncture in the development of the Islamic capital markets, with the global financial crisis providing an opportunity for the different players in the Islamic capital markets to re-appraise successes and failures to date. More stringent Sharia oversight has also encouraged a recent critical re-evaluation of the structures used in the Islamic capital markets. This practical title provides a comprehensive overview of the Islamic capital markets, tracking their development from the first sukuks to the current outlook after the global economic crisis and the recent Sharia rulings of the Accounting and Auditing Organisation for Islamic Financial Institutions in relation to sukuk. Featuring contributions by prominent practitioners - including Shibeer Ahmed from White & Case, Moinuddin Malim from Mashreq al Islami and Debashis Dey and Stuart Ure from Clifford Chance, among other leading professionals - this book analyses market trends and key Sharia and legal issues and structures. Cutting-edge topics include the standardisation of sukuk, securitisation, treasury and other capital markets and rate protection products. With examples from practitioners who have helped to shape the Islamic capital markets, this book presents key insights for beginners, as well as more experienced practitioners. The guide is a practical handbook for legal practitioners, financial Institutions and bankers, central banks, university libraries and students and practitioners generally who have an interest in Islamic finance.Trade ReviewThe practical guide to sukuk and Islamic capital markets is very well written and comprehensive in its scope. The book provides excellent background material from which to build especially a legal perspective on the topics covered. -- Andrew White * Associate Professor of Law, Singapore Management University *Overall, the book is a welcome contribution to this important sphere of Islamic capital market. * The Muslim World Book Review, 32:2 *Table of ContentsPreface 5 Rahail Ali Hogan Lovells (Middle East) LLP Part I: Overview of the Islamic capital markets An overview of the sukuk market 7 Rahail Ali Hogan Lovells (Middle East) LLP The Islamic money market and its relevance to the Islamic capital markets 21 Mark Morris Latham & Watkins LLP Part II: Legal and structural anatomy and parties Comparisons and differences between sukuk and conventional products 35 Yavar Moini Morgan Stanley Legal and structural anatomy of a sukuk 51 Rahail Ali Imran Mufti Hogan Lovells (Middle East) LLP The role of the SPV issuer 57 Manuela Belmontes Tahir Jawed Maples and Calder The role of the delegate and paying agent in sukuk transactions 71 Sema Kandemir Hogan Lovells International LLP Daniel Rankin Hogan Lovells (Middle East) LLP Part III: Regulation and standardisation of sukuk Sukuk: standardisation and regulation 81 Rahail Ali Hogan Lovells (Middle East) LLP Mustafa Kamal Al Yaqoub Attorneys & Legal Advisers in association with Hogan Lovells Listing sukuk 91 Roger Fankhauser Hogan Lovells (Middle East) LLP Part IV: New directions Islamic treasury products: demystifying the tawarruq controversy 103 Rafe Haneef HSBC Amanah Malaysia Equity-linked sukuk 117 Imran Mufti Hogan Lovells (Middle East) LLP Project sukuk 131 Shibeer Ahmed White & Case LLP Islamic securitisation 145 Debashis Dey Stuart Ure Clifford Chance LLP Restructuring and buy-back of sukuk 157 Daniel Rankin Hogan Lovells (Middle East) LLP Part V: The road ahead The future of sukuk: Islamic capital markets 167 Moinuddin Malim Mashreq Al-Islami Glossary 173 About the authors 177

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Book SynopsisRepo and stock lending are now global markets, covering a huge variety of underlying assets and encompassing an ever-widening range of participants, each with a different set of motivations. Their use has increased exponentially since the financial crisis began, and the markets have become more sophisticated and accessible. This practical title features contributions from leading industry participants as well as lawyers who practise in this diverse field. The content gives an overview of the respective markets and examines products ranging from vanilla bilateral transactions to agency, tri-party, cleared and structured transactions. It also includes specialist chapters on legal and regulatory issues, documentation, regulatory capital, tax and accounting. Together, the contributors provide in one volume a comprehensive overview of all aspects of the repo and stock-lending markets. Whatever your role and whether you are new to the markets or a seasoned practitioner, this commercially focused title will serve as an invaluable reference tool and provide you with holistic insight into the business and law of repo and stock lending.Table of ContentsIntroduction Guy Usher Field Fisher Waterhouse Repo: an overview Iain Colquhoun MUSI Life-cycle of transactions Guy Usher Field Fisher Waterhouse Agent Lending/Agency Repo Sarah Reid Field Fisher Waterhouse Central counterparty model Eric Bystrom Peter Robertson Capco Swen Werner JP Morgan Structured transactions Daniel Franks Field Fisher Waterhouse Legal and regulatory issues Emma Spiers Field Fisher Waterhouse Industry documentation Edward Miller Field Fisher Waterhouse Capital David Lewis Sungard Accounting Andrew Spooner Deloitte Tax Nick Noble Field Fisher Waterhouse Appendices

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Book SynopsisCredit derivatives have emerged from the financial crisis as a stronger and more robust product, heavily used by financial institutions, corporations, insurers, asset managers and pension funds. Much of the original title, Credit Derivatives: Documenting and Understanding Credit Derivative Products, focused on the 2003 ISDA Credit Derivative Definitions. With the launch of the 2014 ISDA Credit Derivatives Definitions, which became market standard definitions for documenting credit derivatives transactions on 6 October 2014, this new edition provides similarly detailed and comprehensive analysis of the heavily updated 2014 Definitions. This book covers the 2014 Definitions in detail, while also discussing the differences with the predecessor definitions. This practitioner-oriented title also covers auction settlement, the DC Rules, POB Rules, SRO Rules and the Determinations Committees, as well as looking in detail at the products that the 2014 Definitions are used with, such as single name and index credit default swaps, and structured products. The new edition provides practical reading for lawyers, whether in private practice or in-house, and all credit derivatives market participants looking to gain a solid understanding of the new definitions. Author Edmund Parker is the global head of Mayer Brown’s Derivatives & Structured Products practice and an internationally recognised leading expert in the field.Trade ReviewMr Parker ably achieves this goal [of creating a better understanding of credit derivatives products] through a combination of lucid prose, well organized charts and helpful examples. -- Kurt Leeper * Bank Lawyers Blog *It takes courage and much energy for a practicing corporate lawyer to write a legal treatise. The decision to take time away from a thriving law practice, or to spend precious leisure time, to develop a law book is a difficult one. Never taken lightly, and perhaps often regretted before the work is done, or so I imagine. Query, then: How best to describe the author of a second edition of a legal monograph? Is that lawyer: (A) a glutton for punishment, (B) a fool in search of the Holy Grail of greater writer's royalties, (C) a lawyer with too much idle time (or too many under-utilized supporting colleagues), or (D) all of the above? In the case of Edmund Parker, a partner in and the global head of the Derivatives and Structured Products practice of the law firm Mayer Brown LLP, the answer to the question is a resounding "None of the above!" Ed's new book, 'Credit Derivatives: Understanding and Working with the 2014 JSDA Credit Derivatives Definitions', makes a great contribution to the literature of financial law and deserves a place on the bookshelf of any lawyer working in the domain of credit derivatives. As Ed points out in his Foreword, the global financial crisis of 2007-08 followed hard on the heels of the publication of his first book on this topic 1. and profoundly altered the landscape of the over-the-counter credit derivatives markets. The ensuing period of marketplace reaction 2. and regulatory intervention brought a shift to the patterns of contract documentation and the processes of working with the documents after trades had been struck that was nothing short of seismic. Ed's new book brightly illuminates the shift and provides helpful narrative guidance to lawyers seeking a firmer grasp of this important field of financial law. As was its predecessor, the book is divided into four parts. Part I, like its older sibling, describes the commercial context in which the ISDA definitions are employed. Part I provides many detailed examples of complex structured credit products and is useful in getting behind the buzzwords and acronyms with which this part of finance is particularly rife. Part II, similarly, introduces the important (and significantly changed) features of the definitions. However, Part II helpfully stops to pause after describing the key changes made by the 2014 ISDA Credit Derivatives Definitions to their 2003 forerunner and providing a high-level (but still 70-plus-page) overview of the definitions 3. Part III of the new book continues down this path, with a section-by-section review of the pro-visions of the new ISDA definitions, completing in this respect the task of Part II of its predecessor. Part IV ("Ancillary Topics") departs from the tracks laid down in the first edition, instead summarizing the most important provisions of certain texts which, while outside the 2014 ISDA Credit Derivatives Definitions themselves, are nonetheless fundamental to understanding and using the definitions in live credit derivative products. These are the rules governing the all-important ISDA Credit Derivatives Determinations Committees ("DCs") and the determination of Standard Reference Obligations ("SROs") and Package Observable Bonds ("POBs"). What did I just say about acronyms? At just over 550 pages, this is not a short book 4. It treats in considerable detail, with both historical and hypothetical examples, a subject that is at times counterintuitive and perplexing-and one that has changed dramatically in a very short period. I was impressed not only with the large scale of this work but with its command over the subtle nuances of the texts it purports to explain. I fully expect and intend to use this book in my own practice. The book would benefit greatly from the addition of a topical index. Future editions of the book would also benefit from summaries of the growing body of Jaw arising out of litigation of credit derivatives disputes in the U.S. state 5. and federal 6. courts. But these complaints are not about fatal flaws. I heartily endorse this important treatise and look forward eagerly to reading future editions of it. 1. Credit Derivatives: Documenting and Under-standing Credit Derivative Products. London: Globe Business Publishing Ltd., 2008. Reviewed in this publication by my now retired law partner Robert D. Aicher. 28 Futures & Derivatives Law Rpt., Issue 8, p. 22 (September 2008). 2. This began with private sector efforts to bring order to a product line that had clearly outgrown the two-party contract model in which it had its origins. 3. In the author's Foreword, Ed writes that the overview "is designed to be read through in a single go." I tried this and I agree that it's a good way to approach this material. 4. This is not intended as criticism of the editing process or of the author's capacity for word economy. Its forebear was seven pages longer and had less subject matter to cover. 5. See, e.g., Good Hill Master Fund L.P. v. Deutsche Bank AG, 2017 Slip Op. 00428 (decided January 24, 2017, Appellate Division, First Dept.). 6. See, e.g., Merrill Lynch International v. XL Capital Assurance Inc., 564 F.Supp.2d 298 (SDNY 2008). -- Robert J Robinson * Futures & Derivatives Law Report *Yet for the practitioner, or, indeed, the legal researcher, there are precious few books that explain the legal design and documentation of credit derivatives. One such rare example is Edmund Parker’s Credit Derivatives: Understanding and Working with the 2014 ISDA Credit Derivatives Definitions.1 As readers of this journal will be aware, all credit derivatives, including those linked to staged credit events, are constructed using industry standard form contracts, and that book is an invaluable guide to the negotiation and drafting of those contracts. -- Dr Paul Ali * Company and Securities Law Journal *Table of ContentsForeword 5 Part I. Overview of Credit Derivatives Introduction to credit derivatives 7 Types of credit derivative products used with the 2014 ISDA Credit Derivatives Definitions 31 Single Name Credit Default Swaps 71 Index Credit Default Swaps 101 Part II. Overview of the 2014 ISDA Credit Derivatives Definitions Differences between the 117 2003 and 2014 ISDA Credit Derivatives Definitions 117 Overview of the 2014 ISDA Credit Derivatives Definitions 175 Part III. 2014 ISDA Credit Derivatives Definitions in detail Introduction, preamble 251 and Article I – Certain General Definitions Article II – Terms Relating to the Reference Entity and the Reference Obligation 283 Article III – Terms Relating to Obligations and Deliverable Obligations 307 Article IV – Credit Events 337 Article V – General Terms Relating to Settlement 349 Article VI: Terms Relating to Auction Settlement 353 Article VII – Terms Relating to Cash Settlement 363 Article VIII – Terms Relating to Physical Settlement 381 Article IX – Fallback Provisions Applicable to Physical Settlement 397 Article X – Effect of DC Resolutions 411 Article XI – Additional Representations and Agreements of the Parties 415 Article XII – Initial Payment Amount, Fixed Amounts and Floating Rate Payer Calculation Amount 421 Article XIII – Credit Derivatives Physical Settlement Matrix 431 Article XIV – Non-Standard 437 Event Determination Date and Non-and Non-Standard Exercise Cut-off Date 437 Part IV. Ancillary Topics Supporting documentation and Supplements to the 2014 Definitions 443 The ISDA Credit Derivatives Determinations Committees, DC Rules, SRO Rules and POB Rules 459 Credit Derivatives Auction 519 Settlement Terms About the author 551

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Book SynopsisDas Bezugsrecht der GmbH-Gesellschafter und der Kommanditaktionäre kann trotz der regelmäßig personalistischen Struktur der GmbH und der KGaA ausgeschlossen werden. Erfolgt der Bezugsrechtsausschluss im Rahmen einer genehmigten Kapitalerhöhung, steht er im Spannungsverhältnis zwischen dem gesteigerten Interesse der Bezugsrechtsinhaber an einem effektiven Schutz ihres Bezugsrechts einerseits und der beschleunigenden Wirkung des genehmigten Kapitals andererseits. Der Autor bietet zunächst eine übersichtliche Darstellung des Rechtsinstituts des genehmigten Kapitals und des Bezugsrechtsausschlusses. Daran anschließend stellt er die an einen zulässigen Bezugsrechtsausschluss zu stellenden Anforderungen systematisch für die unterschiedlichen Rechtsformen und Konstellationen auf.

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Book SynopsisWährend der Laufzeit eines Kredits kann sich aus unterschiedlichsten Gründen die Notwendigkeit einer Vertragsänderung bzw. einer Änderung der ursprünglich vereinbarten Kreditverbindlichkeit ergeben. Praktisch relevant wird dies im Falle von Prolongationen, Krediterweiterungen, Stundungen, Tilgungsänderungen und Tilgungsaussetzungen, Umschuldungen, Konditionenanpassungen oder der Ersetzung des Kredits durch einen neuen. Ergibt sich während der Laufzeit der Kreditverbindlichkeit eine rechtliche Veränderung, so liegt es nahe, dass eine solche Veränderung Auswirkungen auf die zur Sicherung dieser Verbindlichkeit bestellten Kreditsicherheiten hat. Diese Auswirkungen untersucht die Autorin am Beispiel der Akquisitionsfinanzierung, sprich der Finanzierung von Unternehmenskäufen. Da Sicherungsverträge in der Praxis zudem fast ausschließlich formularmäßig vereinbart werden, bezieht die Autorin auch einige AGB-rechtliche Fragestellungen mit ein.

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