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ICMA Workshop: GMRA Masterclass – a clause-by-clause analysis & Annex I negotiation
 
Date and Venue

Date: 6-7 April 2017

Time - Day 1: 08.45-18.00
Time - Day 2:
08.45-16.50

Venue:
International Capital Market Association (ICMA) Limited
23 College Hill
London
EC4R 2RP

Event Overview

This two-day advanced-level workshop systematically reviews the Global Master Repurchase Agreement (GMRA) 2011 clause by clause, giving a thorough grounding in all of its key provisions and the most commonly-used Annexes. An experienced repo negotiator will conduct a case study of a typical negotiation of Annex I, offering hints and tips on the most effective approach for both sell-side and buy-side counterparties.

The course is aimed at legal and documentation professionals, credit risk analysts and default management teams within financial institutions, law firms and others active in the repo market who work with the GMRA on a daily basis.

The course assumes that participants will have completed the intermediate-level ICMA Repo and Securities Lending Workshop and will therefore have mastered the core commercial, operational and legal aspects of repo and the GMRA.

Delegate Fees

ICMA Members: £900 + VAT
Non-members: £1800 + VAT

Registration in advance is essential. Delegate fees are payable, in advance of the course start date, by invoice or credit card (Visa, MasterCard). To register, please click here.

For any enquiries please contact Leigh Anne Cooke.

Day One

08:45    Registration

09:15    GMRA architecture
Christopher Georgiou, Managing Director, Apollo Legal
A refresher on the GMRA architecture comprised of the master agreement, Annexes, confirmations and Protocols


09:30    GMRA 2011 clause-by-clause analysis: (1) The framework
Christopher Georgiou, Managing Director, Apollo Legal
An analysis of the scope and coverage of the GMRA, the key definitions and their implications, the standard representations and warranties and the main GMRA boilerplate provisions

  • Paragraph 1 (Applicability)
  • Paragraph 2 (Definitions)
  • Paragraph 9 (Representations)
  • 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)

10:45    Break


11:05    GMRA 2011 clause-by-clause analysis: (2) Transaction execution and scheduled payments/deliveries
Christopher Georgiou, Managing Director, Apollo Legal
A contractual analysis of the GMRA’s provisions on the entry into, confirmation and settlement of transactions, standard payment and delivery provisions, income payments and SFTR disclosure compliance

  • Paragraph 3 (Initiation; Confirmation; Termination)
  • Paragraph 6 (Payment and Transfer)
  • Paragraph 7 (Contractual Currency)
  • Paragraph 5 (Income Payments)
  • SFTR Information Statement

12:30    Lunch


13:30    GMRA 2011 clause-by-clause analysis: (3) Margin maintenance and substitution
Christopher Georgiou, Managing Director, Apollo Legal
In this section, we will focus on the contractual requirements for making and satisfying margin calls and the alternatives of repricing and adjustment, followed by a review of the substitution provisions

  • Paragraph 4 (Margin Maintenance)
  • Paragraph 8 (Substitution)

15:00    Break

15:20   
GMRA 2011 clause-by-clause analysis: (4) Events of Default and termination events
Christopher Georgiou, Managing Director, Apollo Legal
A detailed contractual analysis of the GMRA’s Events of Default, the Default Market Value concept, mini close-outs and set-off

  • Paragraph 10 (Events of Default)
  • 2011 GMRA Protocol (Revised)
  • Paragraph 11 (Tax Event)
  • Paragraph 12 (Interest)
  • Paragraph 14 (Notices and Other Communications – Special Default Notices)

17:00    Networking drinks reception

18.00    Close of Day 1



Day Two

08:45    Arrival coffee

09:00   
GMRA 2011 Annexes: introduction
Christopher Georgiou, Managing Director, Apollo Legal
This session will introduce the standard Annex I and Annex II to the GMRA, and the separate published GMRA 2011 Annexes (Agency Annex & Addendum, Bills Annex, Buy/Sell Back Annex, Canadian Annex, Equities Annex, Gilts Annex, Italian Annex, Russian Annex)


09:20    GMRA 2011 Annexes: key Annexes in depth
Christopher Georgiou, Managing Director, Apollo Legal
An in-depth review of the most frequently-used GMRA 2011 Annexes

  • Buy/Sell Back Annex
  • Equities Annex
  • Agency Annex

10:30    Break

10:50    GMRA 2011 Annexes: key Annexes in depth (continued)
Christopher Georgiou, Managing Director, Apollo Legal

11:20   
Tri-party repo

Christopher Georgiou, Managing Director, Apollo Legal
We will cover the typical structure and content of tri-party repo documentation and its relationship with the GMRA

12:20    Lunch

13:30   
Negotiation of Annex I

Tracy Dilks, Consultant and Managing Director, Dilks-Smith Limited
This practical section of the course will provide a guide to process of negotiating an Annex I, covering the key principles and objectives, netting opinions, tactics, and the response to the financial crisis and Brexit

  • Know your client, netting opinions, Annex I templates and tactics
  • Typical negotiation points and issues for buy-side and sell-side
  • Documentation harmonisation
  • The global financial crisis and documentation response
  • Brexit
15:00    Break

15:20   
Case study: GMRA between sell-side entity and buy-side counterparty
Tracy Dilks, Consultant and Managing Director, Dilks-Smith Limited
In this session, we will use a worked example of a typical Annex I negotiation to walk through the key points of negotiation applying the principles we have learned earlier in the course


16:50    Close of Day 2

Close of course

Please note that ICMA reserves the right to make changes to this agenda





Registration & Delegate Fees

ICMA Members: £900 + VAT
Non-members: £1,800 + VAT

The course is aimed at legal and documentation professionals, credit risk analysts and default management teams within financial institutions, law firms and others active in the repo market who work with the GMRA on a daily basis.

The course assumes that participants will have completed the intermediate-level ICMA Repo and Securities Lending Workshop and will therefore have mastered the core commercial, operational and legal aspects of repo and the GMRA.

Registration in advance is essential. Delegate fees are payable, in advance of the course start date, by invoice or credit card (Visa, MasterCard).