August 6, 2002
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August 6, 2002. Overview of the Architecture of the 1992 ISDA Master Agreements. Diane Genova Managing Director and Associate General Counsel. International Swaps and Derivatives Association, Inc. Fundamental of ISDA Documentation Hotel Inter-Continental Sao Paulo, Brazil. Topics.

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Diane genova managing director and associate general counsel

August 6, 2002

Overview of the Architecture of the 1992 ISDA Master Agreements

Diane Genova

Managing Director and Associate General Counsel

International Swaps and Derivatives Association, Inc.

Fundamental of ISDA Documentation

Hotel Inter-Continental

Sao Paulo, Brazil


Topics

Topics

  • Role of ISDA in Standardized Documentation

  • Importance of Standardized Documents in the Marketplace

  • Architecture of the 1992 ISDA Master Agreements

  • User’s Guides

  • Conflict of Law Issues


Role of isda

Role of ISDA

  • ISDA has played a leading role since 1985

  • Initial standardization efforts

    • 1985 Code of Swaps

    • 1987 Interest Rate and Currency Exchange Agreement

  • Publication of ISDA Master Agreements in 1992

    • Broader product coverage

    • Greater netting benefits

  • Publication of standard collateral documentation

    • Credit Support Annexes

    • 2001 Margin Provisions

  • Ongoing effort - 2002 ISDA Master Agreement


Importance of standardized documents

Importance of Standardized Documents

  • ISDA documentation has achieved wide degree of market acceptance - many benefits

  • Documentation efficiency

  • Elimination of basis risk

  • Facilitates netting

  • Promotes liquidity


Isda master agreement architecture

ISDA Master Agreement Architecture

  • ISDA Master

    • Not product specific

    • Not party specific

  • Schedule

    • Not product specific

    • Party specific

      • Credit

      • Counterparty specific legal risks

  • Credit Support Annex

  • Definitions

    • Product specific

    • Not party specific

    • Contains definitions of floating rates/prices, how to calculate payments, etc.

  • Confirmation

    • Details of an actual transaction (amounts, dates, rates)


Isda agreement structure 2002

ISDA Agreement Structure 2002

  • Credit Support Documents: Offering protection against credit risk

  • 2001 ISDA Margin Supplement (incorporating 2001 ISDA Margin Provisions)

  • 1995 Credit Support Annex (Transfer – English Law)

  • 1994 Credit Support Annex

  • (New York Law)

Confirmations (long form)

  • Definitions: for use in documenting Transactions

  • 2000 Definitions (replace the 1991 Definitions (as amended by the 1998 Supplement))

  • 1999 Credit Derivatives Definitions (plus various Supplements)

  • 1998 Euro Definitions

  • 1998 FX and Currency Option Definitions (plus revised Annex A)

  • 1997 Bullion Definitions

  • 1997 Government Bond Option Definitions

  • 1996 Equity Derivatives Definitions

  • 1993 Commodity Derivatives Definitions (as amended by the 2000 Supplement)

  • 1992 Master Agreement

  • (Multicurrency-Cross Border)

  • Governs the legal and credit

    relationship of the parties

  • Includes representations, events

    of default/termination events and

    covenants

  • Incorporates Confirmations

  • Schedule used to make changes to

    standard provisions

1995 Credit Support Deed (Security Interest – English Law)

1996 Credit Support Annex

(Japanese Law)

  • Confirmations (short form)

  • Incorporate Definitions

  • Specify economic terms of each

    transaction

  • Include Transaction-specific

    modifications

  • Protocols: amending Master Agreement

  • 2001 Credit Support Protocol

  • 2000 EMU Protocol (Greece)

  • 1998 EMU Protocol


Isda user s guides

ISDA User’s Guides

  • Purpose of User’s Guides is to:

    • Explain provisions of the Agreemetn

    • Set forth additional provisions

    • Provide some basic legal guidance

  • User’s Guide to the 1992 ISDA Master Agreements

  • User’s Guide to the 1994 ISDA Credit Support Annex

  • User’s Guide to the 1995 ISDA Credit Support Annex (Security Interest - Japanese Law)

  • User’s Guide to the ISDA Credit Support Documents under English Law

  • User’s Guide to the 1998 FX and Currency Option Definitions


Conflict of law issues

Conflict of Law Issues

  • ISDA Master designed to be governed by English or NY Law

  • Governing law determinative on some issues

    • Mechanics of contract formation

    • Enforceability of damages provisions

  • Governing law irrelevant on other issues

    • Bankruptcy/Insolvency

    • Power and Authority

    • Tax

    • Perfection of securities interests in collateral


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