
A Practical Guide to Using Repo Master Agreements
Description
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A Practical Guide to Using Repo Master Agreements is the essential book for all who need to know about the international repo market and its products, the important legal, credit and regulatory issues in this space, and most of all need to understand the contents of repo master agreements so that they can negotiate them safely and confidently.
The book is written by two of the world's leading commentators on the subject, Paul C Harding and Christian A Johnson and its coverage is comprehensive.
This new third edition principally offers readers a detailed guide to the most widely used European and US repo master agreements through a clause-by-clause text and commentary on each master agreement. This commentary is written in clear English for a good, swift understanding of the implications of each provision.
The full texts of each repo master agreement are reproduced in the appendices with the kind permission of the trade associations concerned.
Triparty repo is an important part of the US repo market and clause-by-clause commentary and a full text of the Bank of New York Mellon Tri-party Custodial Repo Agreement (2016) is also provided.
This third edition has been updated to include:
-- The new, updated Bank of New York Mellon Tri-party Custodial Repo Agreement (2016).
-- A summary of recent developments in the European and US repo markets since 2012.
-- Fresh examples of clauses parties seek to negotiate in these agreements.
-- A comprehensive and easy-to-navigate table of contents to find items of greatest interest quickly.
This book is principally aimed at lawyers and paralegals who negotiate ICMA and SIFMA repo master agreements. Other professionals in the European and US securities markets will also find this book useful. These could include traders, credit officers and regulators as well as academics specialising in financial securities. Such professionals may work for commercial or investment banks, law firms, treasury units, central banks, pension funds and fund managers. Such is the broad potential appeal of this must-have book which caters for the novice and seasoned negotiator alike.
More details
Persons
Content
- Intro
- Contents
- Preface
- About the authors
- Acknowledgements
- Paul C. Harding
- Christian A. Johnson
- Chapter 1. Introduction to the repo markets
- Origins and size of the repo market
- The European market
- The US market
- Total market size
- The growth of the market
- Market disasters
- Other matters
- International Capital Market Association
- Securities Lending and Repo Committee
- Securities Industry and Financial Markets Association
- Nature and types of repo
- What is a repo?
- Classic repo - fundamentals
- Types of repo
- Reverse repo
- Flex repo
- General collateral repo
- Special repo
- Open repo
- Overnight repo
- Term repo
- Cross-currency repo
- Tri-party repo
- Equity repo
- Typical uses of repo
- The Seller's viewpoint
- Cheaper financing
- Financing a long position
- Leveraging
- The Buyer's viewpoint
- Lending
- Opportunity for higher returns
- Covering short positions
- Use by central banks
- Buy/sellbacks
- Documentation
- Absence of close-out netting
- Margining
- Insolvency risk
- Regulatory capital treatment
- Termination
- Substitution
- Distributions
- Differences between repos and securities loans
- Type of transaction
- Scope of collateral
- Payment
- Type of securities
- Specials
- Income
- Term
- Underlying transactions
- Risks with repos
- Counterparty risk
- Issuer risk
- Market risk
- Operational risk
- Liquidity risk
- Legal risk
- Endnote
- Chapter 2. Legal issues affecting repos
- English perspective1
- Legal nature of a repo transaction
- The right to deal with the securities
- The right to the coupon
- The right to substitution
- Proceeds on enforcement
- Disadvantages of recharacterisation as a secured loan
- Inability to deal with securities
- Enforcement formalities
- Breach of negative pledge
- Administration freezes
- Applicable laws
- The Sykes opinion
- The GMRA 2000 English law opinion
- ICMA and SIFMA legal opinions
- The European Directive on Financial Collateral Arrangements
- Amending Directive to the Collateral Directive and the Settlement Finality Directive
- US perspective2
- Introduction
- Enforcement of New York choice of law
- Enforceability of the Master Repurchase Agreement
- Recharacterisation of a repo as a secured loan
- US bankruptcy and banking insolvency law
- US Bankruptcy Code
- Special treatment for counterparties of Code Debtors
- Right to terminate and liquidate
- Preference payments and avoiding power
- US banking insolvency law
- Termination under US banking law
- Federal Deposit Insurance Corporation Improvement Act
- Repos and Dodd-Frank
- Capacity
- Enforcement of master netting contracts
- Measurement of damages
- FATCA compliance
- US Treasury Securities Fails Charge Trading Practice
- Tri-party repo market
- Judgment currency
- Severability
- Use of employee plan assets
- Endnotes
- Chapter 3. Commentary on the TBMA/ISMA Global Master Repurchase Agreement
- Evolution of the GMRA 2000
- Structure of the GMRA 2000
- Paragraph-by-paragraph analysis of the GMRA 2000
- Headings and parties
- Paragraph 1
- Applicability
- Paragraph 2
- Definitions
- Paragraph 3
- Initiation
- Confirmation
- Termination
- Paragraph 4
- Margin Maintenance
- Paragraph 5
- Income Payments
- Paragraph 6
- Payment and Transfer
- Paragraph 7
- Contractual Currency
- Paragraph 8
- Substitution
- Paragraph 9
- Representations
- Paragraph 10
- Events of Default
- Paragraph 10(a)
- Paragraph 10(b)
- Paragraph 10(c)
- Paragraph 10(d)
- Paragraphs 10(e)(i) and 10(e)(i)(A)
- Paragraph 10(e)(i)(B)
- Paragraphs 10(e)(i)(C) and 10(e)(ii)
- Paragraph 10(f)
- Paragraph 10(g)
- Paragraph 10(h)
- Paragraphs 10(i) and 10(j)
- Paragraph 10(k)
- Paragraph 10(l)
- Paragraph 11
- Tax Event
- Paragraph 12
- Interest
- Paragraph 13
- Single Agreement
- Paragraph 14
- Notices and Other Communications
- Paragraph 15
- Entire Agreement
- Severability
- Paragraph 16
- Non-assignability
- Termination
- Paragraph 17
- Governing Law
- Paragraph 18
- No Waivers, etc
- Paragraph 19
- Waiver of Immunity
- Paragraph 20
- Recording
- Paragraph 21
- Third Party Rights
- Signing block
- GMRA 2000 Annexes I and II
- Annex I Part 1
- Part 1(a)-(c)
- Part 1(d)
- Part 1(e)
- Part 1(f)
- Part 1(g)
- Part 1(h)
- Part 1(i)
- Part 1(j)
- Part 1(k)
- Part 1(l)
- Part 1(m)
- Part 1(n)
- Annex I Part 2
- Part 2(a)
- Part 2(b)
- Additional provisions appearing in Annex I negotiations
- Scope of agreement
- Single branch margining
- Exclusion of overnight risk exposure
- Margin threshold
- Specific margin requirements
- FASB 125/140
- Commentary
- Inclusion of US Treasury repos under the GMRA 2000
- Agency transactions
- Emerging markets provisions
- Repurchase date for on demand repos
- Provision related to bankruptcy
- No consequential loss
- Stamp taxes
- Assignment
- Closing documentation requirements
- Annex II
- Other Annexes
- Canadian Annex
- Italian Annex
- Japanese Securities Annex
- The Netherlands Annex
- South African Annex
- Thai Annex
- Russian Annex
- Agency Annex and Addendum
- Bills Annex
- Buy/Sellback Annex
- Equities Annex
- Gilts Annex
- Paragraph 1 - Interpretation
- Paragraph 2 - Scope
- Paragraph 3 - Crest Service
- Paragraph 4 - Transactions in partly-paid securities
- Paragraph 5 - Exercise of rights of conversion
- Paragraph 6 - Termination of on demand transactions
- Paragraph 7 - Dividend entitlements: effect on margin provisions
- Endnote
- Chapter 4. Commentary on the SIFMA/ICMA Global Master Repurchase Agreement
- Background
- Structure of the GMRA 2011
- Paragraph-by-paragraph analysis of the GMRA 2011
- Paragraph 1
- Applicability
- Paragraph 2
- Definitions
- (a) Act of Insolvency
- (b) Agency Transaction
- (c) Applicable Rate
- (d) Appropriate Market
- (e) Base Currency
- (f) Business Day
- (g) Cash Equivalent Amount
- (h) Cash Margin
- (i) Competent Authority
- (j) Confirmation
- (k) Contractual Currency
- (l) Defaulting Party
- (m) Default Market Value
- (n) Default Notice
- (o) Deliverable Securities
- (p) Designated Office
- (q) Distributions
- (r) Early Termination Date
- (s) Electronic Messaging System
- (t) Equivalent Margin Securities
- (u) Equivalent Securities
- (v) Further terms relating to securities
- (w) Event of Default
- (x) Forward Transaction
- (y) Income
- (z) Income Payment Date
- (aa) Margin Percentage
- (bb) Margin Ratio
- (cc) Margin Securities
- (dd) Margin Transfer
- (ee) Market Value
- (ff) Net Exposure
- (gg) Net Margin
- (hh) Net Paying Securities
- (ii) Net Value
- (jj) New Purchased Securities
- (kk) Price Differential
- (ll) Pricing Rate
- (mm) Purchase Date
- (nn) Purchase Price
- (oo) Purchased Securities
- (pp) Receivable Securities
- (qq) Repurchase Date
- (rr) Repurchase Price
- (ss) Spot Rate
- (tt) TARGET2
- (uu) Term
- (vv) Termination
- (ww) Transaction Costs
- (xx) Transaction Exposure
- (yy) Written Communications
- Paragraph 3
- Initiation
- Confirmation
- Termination
- Paragraph 4
- Margin Maintenance
- Paragraph 5
- Income Payments
- Paragraph 6
- Payment and Transfer
- Paragraph 7
- Contractual Currency
- Paragraph 8
- Substitution
- Paragraph 9
- Representations
- Paragraph 10
- Events of Default
- Paragraph 10(a)
- Paragraph 10(b)
- Paragraph 10(c)
- Paragraph 10(d)
- Paragraph 10(e)
- Paragraph 10(f)(i)
- Paragraph 10(f)(ii)
- Paragraph 10(f)(iii)
- Paragraph 10(g)
- Paragraph 10(h)
- Paragraph 10(i)
- Paragraph 10(j)
- Paragraph 10(k)
- Paragraph 10(l)
- Paragraph 10(m)
- Paragraph 10(n)
- Paragraph 11 Tax Event
- Paragraph 11(a)
- Paragraphs 11(b) and (c)
- Paragraph 11(d)
- Paragraph 11(e)
- Paragraph 11(f)
- Paragraph 12 Interest
- Paragraph 13 Single Agreement
- Paragraph 14
- Notices and Other Communications
- Paragraph 14(a) and (b)
- Paragraph 14(c)
- Paragraph 14(d)
- Paragraph 15
- Entire Agreement
- Severability
- Paragraph 16
- Non-assignability
- Termination
- Paragraph 17
- Governing Law
- Paragraph 18
- No Waivers
- Paragraph 19
- Waiver of Immunity
- Paragraph 20
- Recording
- Paragraph 21
- Third Party Rights
- Signing block
- GMRA 2011 Annexes I and II
- Annex I Part 1
- Part 1(a)-(c)
- Part 1(e)
- Part 1(f)
- Part 1(g)
- Part 1(h)
- Part 1(i)
- Part 1(j)
- Part 1(k)
- Part 1(l)
- Part 1(m)
- Part 1(n)
- Part 1(o)
- Annex I Part 2
- Part 2(a) Existing transactions
- Part 2(b) Negative transactions
- Part 2(c) Forward transactions
- Additional provisions for Annex I of the GMRA 2011
- Market Value
- Corporate actions
- Printing of agreement
- Annex II
- Form of confirmation
- Other annexes
- Russian Annex
- Canadian Annex
- Italian Annex
- Introduction
- The Annex itself
- Agency Annex and Addendum
- Bills Annex
- Equities Annex
- Buy/Sellback Annex
- Summary of changes in the GMRA 2011 from the GMRA 2000
- Definitions
- Act of Insolvency
- Default Valuation Notice, Default Valuation Time and LIBOR
- Early Termination Date
- Margin Percentage
- Market Value
- Net Margin
- Spot Rate
- TARGET
- Margin Maintenance
- Income Payments
- Events of Default
- Paragraph 14 Notices and Other Communications
- Paragraph 17 Governing law
- Annex I Part 1
- Annex I Part 2
- 2011 Global Master Repurchase Agreement Protocol
- Chapter 5. Commentary on the Master Repurchase Agreement (September 1996 version)
- Evolution of the Agreement
- Structure of the Agreement
- Paragraph-by-paragraph analysis of the Agreement
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Paragraph 6
- Paragraph 7
- Paragraph 8
- Paragraph 9
- Paragraph 10
- Paragraph 11
- Paragraph 12
- Paragraph 13
- Paragraph 14
- Paragraph 15
- Paragraph 16
- Paragraph 17
- Paragraph 18
- Paragraph 19
- Paragraph 20
- Annex I
- Additional provisions appearing in Annex I negotiations
- Schedule of SIFMA Optional Provisions for Annex I
- Definition of Margin Notice Deadline
- Definition of Business Day
- Margin Maintenance
- Income and Purchase Price
- Purchase Price Adjustments under Paragraph 4
- Market Value
- Designated Offices
- Use of New York Law and New York Courts
- Sovereign Immunity
- Sovereign Action Event of Default
- Regulatory Netting Treatment under Capital Adequacy Directive
- FAS 125 Annex
- Other Provisions Added to Annex I
- Credit related provisions
- Other creditworthiness related provisions
- Suspension of membership
- Set-off clauses
- Non-reliance representations
- Preparation of confirmations
- No liens
- Recording
- Counterparts
- Text of MRA
- Document deliveries
- Fail charges
- Other Annexes
- Annex II
- Annex III
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Paragraph 6
- Paragraph 7
- Paragraph 8
- Schedule III.A
- Amendment to Annex III (International Transactions)
- Annex IV
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Annex V
- Annex VI
- Annex VII
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Schedule VII.A
- Schedule of Optional Provisions for Annex VII
- Annex VIII
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Paragraph 6
- Paragraph 7
- Paragraph 8
- Paragraph 9
- Paragraph 10
- Schedule VIII.A
- Annex IX
- Paragraph 1
- Paragraph 2
- Paragraphs 3, 4, 5 and 6
- Endnotes
- Chapter 6. Tri-party Custodial Repo Agreements
- Introduction
- Paragraph-by-paragraph commentary
- Paragraph 1
- Paragraph 2
- Paragraph 3
- Paragraph 4
- Paragraph 5
- Paragraph 6
- Paragraph 7
- Paragraph 8
- Paragraph 9
- Paragraph 10
- Paragraph 11
- Schedule I
- Schedule II
- Schedule III
- Schedule IV
- Appendix I
- Custodial Agency Annex
- Amendment to BONY Tri-Party Repo Agreement
- Preamble for Amendment BONY Tri-Party Repo Agreement being Executed Concurrently
- Preamble for Amendment to BONY Tri-Party Repo Agreement Executed Previously
- Signature Block for Amendment BONY Tri-Party Repo Agreement being Executed Concurrently
- Signature Block for Amendment to BONY Tri-Party Repo Agreement Executed Previously
- Chapter 7. Recent market developments
- Shadow banking concerns
- Basel III
- EU Financial Transactions Tax
- EU Central Securities Depositories Regulation
- TS2-Target Securities (TS2)
- Sterling Cleared Term DBV
- ICMA ERC Guide to Best Practice in the European Repo Market
- Brexit
- Recent developments in the US
- Tri-Party Repo Infrastructure Reforms
- Federal Reserve Bank's Reverse Repo Program
- FATCA
- Bibliography
- Websites
- Books
- Reports and practice guides
- Articles
- Cases
- Appendices
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