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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 has concentrated her practice on securities and derivatives. She 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.  

Ms. Pinedo works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. Ms. Pinedo has particular financing expertise in certain industries, including working with technology-based companies, telecommunications companies, healthcare companies, financial institutions, REITs and consumer finance companies. Ms. Pinedo 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.

In the derivatives area, Ms. Pinedo counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. Ms. Pinedo advises on structuring issues, as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Ms. Pinedo has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock, and off-balance sheet structures. Ms. Pinedo also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

Ms. Pinedo 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), contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, 2014, second ed. 2015), co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012, updated 2014), Liability Management: An Overview (2011, updated 2015), 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) and also 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). Ms. Pinedo is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. Ms. Pinedo contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Ms. Pinedo co-authored "The Ties that Bind: the Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009) and "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

Ms. Pinedo has been included in Best Lawyers in AmericaEuromoney's Expert Guide for Capital Markets and Expert Guide for Women in Business LawSuper Lawyers, Crain's New York Business "Forty Under 40," Investment Dealer's Digest "Forty Under 40" and Hispanic Business's "100 Most Influential Hispanics." Ms. Pinedo has been ranked by Chambers USA as one of America's leading capital markets-derivatives and capital markets-structured products lawyers and has been recognized as a notable lawyer for financial services regulation-broker dealer (compliance). Chambers Global has ranked Ms. Pinedo as one of the world's leading lawyers (recommended in capital markets–structured products). Ms. Pinedo has also been cited as a recommended lawyer for capital markets in the IFLR1000 Guide to Leading Lawyers, and as a recommended lawyer by The Legal 500 US for her work in capital markets: debt, equity, and global offerings, as well as structured finance and REITs. Ms. Pinedo was a recipient of the Burton Award for Legal Achievement in 2007, 2009 and 2011 which honors excellence in legal writing. Ms. Pinedo was also a winner of the 2013 Euromoney LMG Americas Women in Business Law Awards as the Leading Lawyer in the Americas in the category of Structured Finance, which includes Derivatives.  Ms. Pinedo also received the Client Choice Award in Capital Markets by Lexology in 2016.

Ms. Pinedo is a member of the American Bar Association's Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, vice-chair of the subcommittee on Securities Registration, and a member of the task force on the future of securities regulation. She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to accelerated filing, smaller public company proposals, and various JOBS Act related matters. Ms. Pinedo also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments.  Ms. Pinedo is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee.  She is a member of the Mortgage Bankers Association’s Mortgage REIT Council and a member of the MBA’s Secondary & Capital Markets Committee.

Ms. Pinedo is a member of the George Washington University Center for Law, Economics & Finance Advisory Board. Ms. Pinedo is a member of the Visiting Committee of the Law School of the University of Chicago. Ms. Pinedo was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.

Education

Georgetown University (BSFS, 1990)

University of Chicago Law School (J.D., 1993)


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.