Basel III American style: US regulatory capital framework changes

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Over four years have passed since enactment of the Dodd-Frank Act in the US. Most of the significant regulations required to implement the mandate of the Act have been finalized. But the devil is in the details….

Implementation of many of the final rules is only just beginning. During this webcast, the speakers will review the principal actions taken by the banking agencies and other US regulators during 2014, with a special focus on those measures having greatest impact on non-US banks doing business in the country.

We also will focus on the thorniest implementation questions and highlight the regulations that must still be finalized. The speakers will address:

•The Volcker Rule and related implementation questions,
•Treatment of covered funds under the Volcker Rule,
•The final capital rules for US banks and the intermediate holding company framework for foreign banks,
•The cross-border derivatives rules,
•The regulation of mortgage loan origination and securitisation, and
•What’s next.

Speakers:
Oliver Ireland, Morrison & Foerster
Kenneth Kohler, Morrison & Foerster
James Schwartz, Morrison & Foerster
Gary E Kalbaugh, ING Financial Holdings
Tom Young, IFLR

Many investors are increasingly seeking to align their financial goals with their social objectives. Various legal entity structures have evolved, such as benefit corporations.

Similarly, certain financial instruments have developed that may be structured in order to align financial and social goals. An example of these trends can be seen in the development of the market for green bonds, which has grown as issuers of debt securities reach a broader investor audience that seeks to promote sustainability and related initiatives.

The session will provide an overview of the green bond market, the considerations in structuring and offering green bonds, and the disclosure and reporting requirements. In addition, the speakers will provide an overview of the Green Bond Principles.

The Green Bond Principles are best practices for issuances and outline an approach for designating, disclosing, managing, and reporting on the proceeds of a Green bond.

Speakers:

Anna Pinedo, Morrison & Foerster
Susan Mac Cormac, Morrison & Foerster
Lindsay Beck, NPX
Danielle Myles, IFLR

Traditionally, most public companies in the US were organised as C-corporations. However, tax developments in recent years have given corporate planners a wide range of new tools to structure a public company. For example, tax pass-through MLP and REIT structures are spreading into new asset classes. Also, traditional double taxed ‘C’ corporations are using tax pass-through entities, including REITs and partnerships, to reduce or eliminate entity-level taxes as well as optimise their internal structures with tax ‘disregarded entities’. These new tools lead to a variety of tax choices in deciding how to structure a public company.

During this briefing, which is intended for a general audience, the speakers will explain the structures, restrictions and pitfalls in this evolving hybrid world of C-corporations mixed with tax pass-throughs. Specifically, they will discuss:

- master limited partnerships
- REITs and alternative assets that may qualify as ‘real estate’
- using REITs to unlock real estate currently held in corporate form
- Business development companies
- Consolidated groups of corporations and disregarded entities
- Up-C structures

Speakers
- Remmelt Reigersman, Morrison & Foerster
- Tom Humphreys, Morrison & Foerster
- Tom Young, IFLR (moderator)

The cross-border private placement market continues to grow, providing non-US issuers with an opportunity to raise capital from US insurance companies, pension funds and other institutional investors, as well as European institutions. The robust market, which is nearing $50 billion in the US alone, has attracted issuers across industries and jurisdictions that seek to diversify their funding or supplement their bank lending and raise longer-term debt. In this webinar, speakers will discuss:

- the global private placement market and recent trends
- the market participants
- documentation requirements
- traditional covenants and model forms
- marketing process
- ratings and the NAIC
- secondary transfers

Speakers:
- Scott Ashton, Morrison & Foerster
- Brian Bates, Morrison & Foerster
- Danielle Myles, IFLR (moderator)

A number of regulatory developments continue to affect, and bring about significant change in, the US mortgage market. During this webinar, the panellists will provide their perspective on developments affecting the housing finance and mortgage market, including:

- new final Regulation AB II
- US housing finance legislation
- the status of Dodd-Frank securitisation reforms
- Volcker Rule issues
- risk retention rules
- consumer and mortgage lending reforms, and the role of the Consumer Financial Protection Bureau
- the role of non-banks in the mortgage market
- regulatory and enforcement matters relating to mortgage market participants.

Speakers:
- Ken Kohler, Morrison & Foerster
- Don Lampe, Morrison & Foerster
- Jerry Marlatt, Morrison & Foerster
- Larry Rubenstein, Wells Fargo
- Tom Young, IFLR (moderator)

Join us to discuss the importance of building your personal brand. Our panel of experienced speakers will share their expertise and views with the IFLR Women in Business Law Group members.

IFLR Women in Business Law Group members are invited to join a webinar on Speaking with Confidence. Topics include:
• Making an impact
• Connecting with the audience
• Body language and non-verbal cues
• Remaining authentic and credible
• Developing your own voice an style
• Planning and preparation - structuring what you want to say
• Speaking without notes
• Using visuals to maintain interest
• Controlling nerves

Speakers: Tish Clyde, SVP Global Industrial Relations & Employment Counsel, DHL; Caroline Donald, International Chief of Staff, Legal Department, Executive Director & Senior Counsel, Goldman Sachs; Sarah Harper, Vice President, Senior Legal Adviser, Visa Europe; Marianne O'Connor, Associate, Career Savvy Women;
Gemma Varriale, EMEA Editor, IFLR

Foreign banks are increasingly looking to diversify their financing options. With careful planning, they can access US investors without subjecting themselves to the securities registration requirements applicable to public offerings, or the ongoing disclosure and governance requirements applicable to US reporting companies.

Speakers on this webinar will explain how non-US banks can pursue these funding avenues.

Topics include:
- Issuances exempt from registration under rule 144A;
- Issuances that rely on registration exceptions provided by Securities Act section 3(a)(2) for securities offered or guaranteed by banks;
- Setting up a rule 144A or bank note programme for straight debt;
- Issuing covered bonds in reliance on rule 144A or Section 3(a)(2);
- Yankee CD programmes; and
- Banking and securities regulatory requirements to consider before setting up an issuance programme.

Speakers:
- Brad Berman, Morrison & Foerster
- Jerry Marlatt, Morrison & Foerster
- Jack McSpadden, Citigroup
- Laura Drumm, Citigroup
- Danielle Myles, IFLR (moderator)

California and New York CLE credit will be offered for this webinar

This briefing will consider recent developments affecting structured notes and retail investment products in Europe.

The participants will focus on the progress of the proposed PRIPS regulation in the EU and related regulatory developments including MiFID II and the on-going debate between legislators, regulators and market participants to the suitability of certain complex products for retail investors.

Speakers:

Peter Green, Mofo
Jeremy Jennings-Mares, Mofo
Christopher Taylor, The Investment Bridge
Tom Young, IFLR (moderator)

On December 10 2013, the five US bank regulators issued the long-awaited final rule construing the Volcker Rule. This rule generally prohibits banking entities – a broad term that includes banks, bank holding companies, foreign banks treated as bank holding companies, and their respective affiliates – from (i) engaging in proprietary trading, and (ii) acquiring or retaining ownership interests in, or acting as sponsors to, certain hedge funds and private equity funds.

The final rule incorporates significant changes to the proposed rule, published on November 7 2011, which were made in response to the large number of comments received on the original proposal.

This webcast is will summarise certain impacts of the final rule on banking institutions, including foreign banking organisations. We shall address aspects of the final rule, including:
• the exemption for proprietary trading
• limitations on permitted trading and fund activities
• fund investment and sponsorship
• impact on foreign banking organisations
• definition of a covered fund
• impact on securitisations
• compliance programmes
• conformance period

Speakers are:
• Henry M Fields, Morrison & Foerster
• Oliver I Ireland, Morrison & Foerster
• Kenneth E Kohler, Morrison & Foerster
• Daniel A Nathan, Morrison & Foerster
• Gary Rosenblum, Bank of America Merrill Lynch
• Danielle Myles, IFLR (moderator)

New York and California CLE credit will be offered for this webinar

Three-and-a-half years have passed since the enactment of the Dodd-Frank Act. Join us as we examine the most significant developments from 2013 including finalisation of the US regulatory capital rules, the regulatory framework for the mortgage market, and the Title VII framework for the regulation of derivatives.

We will also discuss the key rules expected to be finalised in 2014, including:
• the liquidity coverage ratio requirement, a long-term debt requirement, and measures to address reliance on short-term wholesale funding;
• enhanced prudential standards;
• risk retention requirements;
• the Volcker Rule, derivatives push-out and the remaining pieces of the derivatives regulatory regime under Title VII; and
• other significant Dodd-Frank milestones.

Speakers:
• Anna Pinedo, Morrison & Foerster
• James Schwartz, Morrison & Foerster
• Kenneth Kohler, Morrison & Foerster
• Robert Dilworth, Bank of America Merrill Lynch
• Danielle Myles, IFLR (moderator)

New York and California CLE credit will be offered for this webinar

All IFLR Women in Business Law Group members are invited to join the first Group webinar. Topics:
• LinkedIn – making yourself contactable and showing
yourself in the best light; and using Twitter and Facebook;
• Social networking and keeping in touch with old colleagues;
• How are your clients and colleagues using social media;
• Winning business and promoting your services through social media and finding the right communities for you

Speakers: Sarah Lawrence, senior associate, DLA Piper; Lucy McNulty, managing editor, IFLR; Callum Sinclair, partner, DLA Piper; and Marissa Pick, senior social media marketing manager, Euromoney Institutional Investor

Federal income tax rules for financial products are constantly developing and changing, and 2013 has been no different.
This webinar will provide an update on recent US tax developments involving structured notes, swaps, options, futures and other financial products.
We will also discuss the mark-to-market system for financial derivatives that is being floated in Congress as part of fundamental tax reform, and consider what it might mean for various types of financial products.

Speakers:
Thomas A Humphreys, Morrison & Foerster
Remmelt A Reigersman, Morrison & Foerster
Danielle Myles, IFLR (moderator)

The UK central bank’s Andrew Haldane tells IFLR why breaking-up-the-banks shouldn’t be the only resolution option for today’s banking behemoths

According to the UK central bank’s Andrew Haldane, leverage ratios must be part of the solution to the regulatory quest to simplify the existing risk-based capital standards. Here’s why

The Bank of England’s Andrew Haldane outlines how best to regulate the burgeoning shadow banking sector

The Bank of England’s Andrew Haldane discusses the unintended consequences of an extended period of low interest rates and reveals why the threat of bursting bubbles as interest rates normalise does not concern him