financial services

Derivatives and Structured Products

Delivering integrated, global services to buy-side and sell-side derivatives clients

Dechert’s derivatives and structured products practice is innovative, comprehensive and global. Unlike many law firms, we represent both buy-side and sell-side clients – including commercial and investment banks – across an array of equity and fixed income derivative transactions.

Clients work with us on legal, regulatory, operational and executional aspects of commodities and related derivative and structured transactions, products and vehicles. We provide integrated global service, drawing on a team of 60 lawyers practicing in New York, London, Washington, Boston, San Francisco, Frankfurt, Munich, Brussels, Paris, Dublin and Hong Kong.

As part of a holistic offering with our award-winning Band 1 registered fund practice, Dechert has represented the majority of the commodity-based mutual fund industry in connection with the Commodity Futures Trading Commission’s regulation of such funds and their associated entities.

Innovation and leadership make the difference

Following the recent financial crisis, Dechert’s derivatives group forged a unique approach to its practice. Unlike traditional Wall Street law firms that advise banks and broker-dealers (the “sell-side”) on derivatives matters, our team identified the post-crisis shift in capital and resources away from the sell-side and to the asset management industry (the “buy-side”). We executed on the opportunity to advise asset managers on the derivatives and commodities issues facing the industry and have since become arguably the legal industry’s premier buy-side focused derivatives practice.

We also strive to be a voice in the asset management and registered fund communities by participating in industry-wide conferences, working with leading trade associations, and by participating in the regulatory process. We participate in court proceedings as amicus curiae to express our views and often comment on proposed rules in our own name. For example, in 2016 we submitted a comment letter to the SEC regarding its proposed restrictions on the use of derivatives by registered funds and business development companies.

Experience
  • A premier global distressed debt fund in a multi-billion dollar derivatives-based indenture arbitrage transaction.
  • A leading life settlement asset manager in its longevity swap portfolio activities.
  • A well-known asset manager in structuring a total return swap overlay of a futures portfolio to comply with 1940 Act coverage requirements.
  • A leading monoline insurer in analyzing its CDS portfolio for the purpose of reducing billions of dollars of outstanding and contingent liabilities.
  • A weather derivatives dealer in activities as a provider of climate-related solutions to hedge the economic impact of extreme weather conditions.
Equity and Fixed Income Derivatives

Buy-side and sell-side clients rely on Dechert in connection with a broad array of equity and fixed income derivative transactions. These clients include commercial and investment banks, dealers, issuers, holders of large equity stakes, and public, private, and proprietary investment funds, vehicles, and accounts. In particular, our team assists clients on variable prepaid forwards, total return swaps, equity collar and loan transactions, accelerated share repurchases, accreting strike call option transactions, gap puts, and numerous other equity-linked over-the-counter (OTC) transactions, securities and products, as well as moving OTC transactions to central clearing and exchange trading. We also advise clients on complex single name and portfolio credit and loan default derivatives, as well as economic index, interest rate, and currency derivatives.

Regulation

Dechert provides regulatory and compliance advice to many of the largest participants in the commodities and derivative markets, including numerous financial institutions and market professionals and participants. Clients turn to us for analysis of applicable regulatory requirements and constraints under the U.S. federal commodities laws and regulations and other U.S. and non-U.S. regulatory authority rules. We consider how these requirements affect client business needs and objectives across geographic borders and develop solutions to the regulatory issues presented.

Compliance

For clients actively engaged in regulated commodities and derivatives activities, our lawyers help to develop compliance and risk management infrastructures, policies, procedures and best practices to ensure that the duties and obligations imposed by applicable laws, regulations, and best practices are adequately addressed. We assist clients in registering with the Commodity Futures Trading Commission (CFTC) by becoming members of the National Futures Association (NFA), preparing for regulatory inspections and compliance audits by the Commodity Futures Trading Commission (CFTC), the National Futures Association (NFA), and other U.S. and non-U.S. governmental, regulatory and self-regulatory authorities.

Investment Funds

A large team of Dechert lawyers is involved in forming and providing operational and transactional assistance to commodity pools, hedge funds, other alternative investment vehicles and other commodity and derivatives-focused public, private, and proprietary funds, vehicles, accounts, and platforms. We help clients incorporate commodities and derivatives-based strategies into their investment programs. Dechert also is active in the offshore investment fund area, assisting clients with the establishment, operations and transactions of offshore funds, Undertakings for Collective Investment in Transferable Securities (UCITS), managed accounts, management companies and distribution operations. We handle this work in jurisdictions around the world, and provide service out of most of our offices globally.

Litigation, Enforcement and Investigation

Dechert’s litigators represent clients on numerous commodities and derivative dispute resolution matters, including civil, criminal, administrative, arbitration, mediation, enforcement, and investigative claims, actions, and proceedings, as well as in client internal investigations and reviews.

Notable Dechert ‘Firsts’

Dechert’s lawyers have advised on many ground-breaking, first-to-market transactions and matters:

  • Representing the majority of the commodity-based mutual fund industry in connection with the CFTC’s proposed regulation of such funds and their CTAs and CPOs.
  • Developing Enhanced Alternative Return Notes (EARNS), the first structured product to provide near delta-one hedge fund exposure without triggering constructive ownership for note holders.
  • Developing the first hedge fund-linked notes marketed to retail investors.
  • Representing the Federal Home Loan Bank System and numerous asset managers in the transition of their OTC derivatives businesses to clearing platforms.
  • Handling the first U.S.-listed ETF to provide access to China A-Shares, by means of a structured derivatives facility.
  • Creating the first U.S.-listed long/short commodity index exchange-traded product.
  • Developing a Cayman subsidiary of a U.S. mutual fund to address adverse effects of commodity-linked swap income, a structure that has now been adopted by the entire commodity-based mutual fund industry.
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