Derivatives

Deal Experience

Structuring derivative transactions can be challenging. We make the complex clear. Goodwin’s derivatives practice is a market leader due to our representation of major investment banks, commercial banks, investment funds, corporations and private clients. Our derivatives lawyers work closely with Goodwin’s Capital Market, Debt Finance, Investment Management and Private Investment Fund and Tax lawyers to negotiate and document transactions on equities, interest rates, currencies, energy, and commodities. Due to our experience working in-house and with derivatives industry associations, we have developed deep product knowledge and long-lasting relationships with key market participants. As a result, Goodwin has significant deal experience, including:

Capital-raising transactions

• Convertible, exchangeable and mandatory note offerings, call spread overlays, issuer stock borrow facilities and forward stock offerings with fixed price or at-the-market executions.

Equity buyback programs

• Accelerated share repurchase and other derivative share repurchase structures.

Equity-linked solutions

• Hedging and monetization strategies, derivative share acquisition and disposition structures, market-linked notes and other structured products.

Derivatives documentation

• ISDA Master Agreements, Credit Support Annexes, margin and collateral agreements, master confirmations, deal contingent hedges, physically and financially-settled energy contracts and power purchase agreements.

Trading documentation

• Prime brokerage, cleared derivative execution, custodial arrangements, Master Repurchase, Global Master Repurchase, Master Securities Loan and Master Securities Forward Transaction Agreements.

Regulatory Solutions

We provide pragmatic advice to help our clients with the regulatory challenges associated with trading listed and OTC derivatives. Given the complexity of large financial institutions and often over-lapping regulatory regimes, Goodwin’s derivatives lawyers partner with our bank, broker-dealer and Financial Industry experts to advise swap dealers, futures commission merchants, commodity trading advisors, commodity pool operators and other intermediaries on regulatory, compliance and enforcement issues relating to the:

Commodity Futures Trading Commission

• Commodity Exchange Act, CFTC regulations, CFTC reporting requirements and NFA registration.

Securities Exchange Commission

• Securities Act, Securities Exchange Act, SEC and FINRA rules and regulations raised by OTC equity derivative transactions.

Dodd-Frank Act

• Swap and security-based swap rule implementation and ISDA protocol adherence.

U.S. banking agencies

• Federal Reserve, OCC and FDIC rules and regulations regarding swaps and other derivatives.

Foreign regulatory regimes

• Derivatives regulation in the UK, Europe, Hong Kong and other non-U.S. jurisdictions.