A Practical Guide to Using Repo Master Agreements

A Practical Guide to Using Repo Master Agreements is your complete, line-by-line guide to the  TBMA/ISMA Global Master Repo Agreement, the US Master Repo Agreement and the European Master Agreements.

"Using Repo Master Agreements is the preeminent reference guide for lawyers and others who must navigate through the complexities of understanding and documenting repos and related custodial agreements." - Future & Derivatives Law Report, May 2005 (See Reviews tab for the full review)

Paul Harding and Christian A Johnson provide you with a detailed examination of:

• the rapid expansion of the repo market,
• triparty repos and other products
• a review of legal issues. 

Reproductions of all the relevant documents are included for your reference.

For both seasoned practitioners and newcomers to the market.

What the experts say:

"There's more to repo master agreements than meets the eye.  Paul Harding and Christian Johnson provide an illuminating guide to the legal and practical issues that concern both front office and negotiators.  The book is invaluable to those who are new to this field, and a fresh look at these well-established master agreements is a good idea for anyone in the industry." - Kurt Crommelin, Head of Legal, Bayerische Hypo- und Vereinsbank AG, London

'The combination of an overview of the market and legal issues, coupled with the detailed analysis of the major market agreements and commonly negotiated provisions, will provide a valuable training guide and reference book in an area where negotiation and complexity is increasing. The review of the core general and margin provisions of the EMA, which apply to all their product annexes, will also prove of wider use to derivative and securities lending negotiators.'  Keith Spiller, Executive Director -Traded Products Legal, UBS Investment Bank

Other titles by these authors:

• A Practical Guide to the 2003 ISDA Credit Derivatives Definitions, by Paul C Harding (published 2004)
• Using and Negotiating Over-the-Counter Derivatives Documentation, by Christian A Johnson (published 2005)

Authors

About the authors

Paul C. Harding is a graduate of the University of London, and has worked in several UK and foreign banks in London, in credit, marketing and documentation roles. Since 1990 he has been involved with derivatives documentation. He was a well-known negotiator in the City of London with Barclays Capital Securities Limited and Hill Samuel Bank Limited, where he was Head of Treasury Documentation. In February 1997 he founded Derivatives Documentation Limited, a derivatives consultancy and project management company, based in the City of London and providing negotiation, recruitment and in-house training services in derivatives documentation (website: www.derivsdocu.com). Its clients include many of the world’s leading banks. In November 2001 Paul’s book Mastering the ISDA Master Agreement was published by Financial Times–Prentice Hall. This was followed by his Mastering Collateral Management and Documentation, written in conjunction with Christian Johnson, which was published by Financial Times–Prentice Hall, in November 2002. His book on the 2002 ISDA Master Agreement was published in December 2003 also by Financial Times–Prentice Hall, and in June 2004 his A Practical Guide to the 2003 ISDA Credit Derivatives Definitions was published by Euromoney Books.

Christian A. Johnson is an associate law professor at Loyola University Chicago School of Law, where he teaches courses on derivatives, banking and taxation. He graduated from Columbia Law School and was the Executive Editor of the Columbia Law Review. He practised law with Milbank Tweed Hadley & McCloy in New York and Mayer Brown Rowe & Maw in Chicago before teaching. Christian Johnson has published extensively on corporate finance and banking. He has published more than 25 articles on banking, corporate finance and derivatives, and wrote and published Over-the-Counter Derivatives Documentation: A Practical Guide for Executives in 2000. Christian is also a frequent speaker and panellist on corporate finance and banking issues, and has served as an expert witness in these areas. Finally, he brings more than 14 years in negotiating and documenting repurchase transactions and over-the-counter derivatives, having represented several large money centre banks, Federal Home Loan Banks and hedge funds in negotiations. His previous collaboration with Paul Harding was in 2002, when he co-wrote Mastering Collateral Management and Documentation, which was published by Financial Times– Prentice Hall.

contents

A Practical Guide to Using Repo Master Agreements

Contents

Foreword
Preface
About the authors
Acknowledgements

Chapter 1: Introduction to the repo markets
Origins and size of the repo market
Nature and types of repo
Typical uses of repo
Buy/sellbacks
Differences between repos and securities loans
Risks with repos

Chapter 2: Legal issues affecting repos
English perspecive
Legal nature of a repo transaction
Other applicable laws
The Sykes opinion
The TBMA/ISMA GMRA English law opinion
ISMA legal opinions
US Perspective
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
Capacity
Severability
Use of employee plan assets

Chapter 3: Commentary on the TBMA/ISMA Global Master Repurchase Agreement
Evolution of the TBMA/ISMA GMRA
Structure of the TBMA/ISMA GMRA
Paragraph-by-paragraph analysis of the TBMA/ISMA GMRA
TBMA/ISMA GMRA Annex
Annex I Part 2
Additional provisions appearing in Annex I negotiations
TBMA/ISMA GMRAAnnex II
Other annexes

Chapter 4: The European Master Agreement
Background
Structure of the European Master Agreement
Clause-by-clause analysis of the EMA

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
Annex 1
Additional provisions appearing in Annex I negotiations
Other Annexes

Chapter 6: Tri-party Custodial Agreements
Introduction
Paragraph-by-paragraph commentary
Recitals

Chapter 7: New developments
European Repo Council half-yearly survey
Form of mini close-out notice
Shaping of deal tickets for settlement purposes
ISMA’s buy-in rules

Related Titles