The International Capital Markets Review - Edition 1

Jeffrey Golden
  • Editor:

  • Jeffrey Golden

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Since the recent financial markets crisis, international capital markets (‘ICM’) law and practice are no longer the esoteric topics that arguably they once were. It used to be that there was no greater ‘show-stopper’ to a cocktail party or dinner conversation than to announce oneself to be an ICM lawyer. Nowadays, however, it is not unusual for such conversations to focus – at the initiation of others and in an animated way – on matters such as derivatives or sovereign debt. Indeed, even taxi drivers seem to have a strong view on the way the global capital markets function (or at least on the compensation of investment bankers). ICM lawyers, as a result, can stand tall in more social settings. Their views are thought to be particularly relevant, and so we should not be surprised if they are suddenly seen as the centre of attention – ‘holding court’, so to speak. This edition is designed to help ICM lawyers speak authoritatively on such occasions.

The book’s scope on capital markets takes in debt and equity, derivatives, high-yield products, structured finance, repackaging and securitisation. Much attention of late has been given to regulation, and much of the coverage in the pages of this book will also report on relevant regulation and regulatory developments; but regulation is merely ‘preventive medicine’. To continue the analogy, the courts are our ‘hospitals’. Accordingly, we have asked our contributors to comment on any lessons to be learned from the courts in their home jurisdictions. There is also a particular focus on international capital markets, with coverage of topics of particular relevance to those carrying out cross-border transactions and practising in global financial markets.

The International Capital Markets Review is a guide to current practice in the international capital markets in 19 of the most significant jurisdictions worldwide, and it attempts to put relevant law and practice into context. It is designed to help practitioners navigate the complexities of foreign or transnational capital markets matters. With all the pressure – both professional and social – to be up to date and knowledgeable about context and to get things right, we think that there is a space to be filled for an analytical review of the key issues faced by ICM lawyers, capturing recent developments but putting them in the context of the jurisdiction’s legal and regulatory structure and selecting the most important matters for comment. This volume, to which leading capital markets practitioners around the world have made valuable contributions, seeks to fill that space.

About the Editor

Jeffrey Golden is a Visiting Professor in the Law Department at the London School of Economics and Political Science, Chairman of The P.R.I.M.E. Finance Foundation in The Hague, and a member of the Foundation's Panel of Recognised International Market Experts in Finance, and a Director of MFX Solutions, Inc., an industry initiative providing currency hedging for microfinance. He recently retired from international law firm Allen & Overy LLP, which he joined as a partner in 1994 after 15 years with the leading Wall Street practice of Cravath, Swaine & Moore. He was the founder partner of Allen & Overy's US law practice and senior partner in the firm's global derivatives practice and has extensive experience of a wide range of capital markets matters, including swaps and derivatives, international equity and debt offerings, US private placements and listings and mergers, acquisitions and joint ventures. He acts for the International Swaps and Derivatives Association, was a principal author of ISDA's master agreements and has appeared as an expert witness in several high profile derivatives cases.

Jeffrey has served on the American Bar Association's working group on the rule of law and economic development (Chair), the Financial Markets Law Committee's working groups on amicus briefs, emergency powers legislation and Enron v TXU (Chair), the Financial Law Panel's working groups on agency dealings by fund managers and other intermediaries and building societies legislation, the Federal Trust's working group on European securities regulation and the European Commission's study group, the City of London joint working group and ISDA task forces on the legal aspects of monetary union.

He is Chair of the Society of English and American Lawyers (SEAL) and a former Chair of the American Bar Association's Section of International Law, Co-Chair of its Financial Engineering for Economic Development (FEED) and International Criminal Court task forces and a former Co-Chair of its International Securities and Capital Markets and U.S. Lawyers Practicing Abroad Committees and a Life Fellow (Co-Chair, International) of the American Bar Foundation. He also serves on the Steering Committee of the ABA/UNDP International Legal Resource Center, on the ABA Commission on Ethics 20/20 and as Section of International Law Liaison to the ABA Financial Markets Regulatory Reform task force (Chair, Derivatives Working Group).

He studied at Duke University, the London School of Economics and Political Science and Columbia University School of Law, from which he received his J.D. degree with honors in 1978. He is General Editor of the Capital Markets Law Journal (Oxford University Press), a member of the Editorial Board of Derivatives Use, Trading & Regulation, a trustee of the International Bar Association Foundation and a member of the International Advisory Board of Columbia Law School, the Duke Global Capital Markets Center Advisory Board, the World Legal Forum Advisory Board, the International Lawyers for Africa (ILFA) Advisory Committee and the European Bank for Reconstruction and Development Local Capital Market Development Legal and Regulatory Assessment Advisory Panel.

Recent awards for Jeffrey Golden and his team include Derivatives Law Firm of the Year 2009 (RISK), 2008, 2007, 2006, 2005 (Derivatives Week); FT Innovative Lawyers Award 2007 (Financial Times); and Capital Markets Team of the Year 1998 (Legal Business). He has topped the rankings for derivatives lawyers and drawn accolades from all leading law firm directories, including, among others, having been hailed as "Mr Derivatives" (Chambers) and "legendary" (Legal 500) and credited with having "written the law on derivatives" (Legal 500).

Acknowledgements

The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book:

Argentina

  • Ricardo W Beller and Valentina Vullo
  • Marval, O’Farrell & Mairal

Australia

  • Greg Hammond and Rowan Russell
  • Mallesons Stephen Jaques

Denmark

  • Rikke Schiøtt Petersen, Morten Nybom Bethe and Chantal Pernille Patel
  • Gorrissen Federspiel

France

  • Antoine Maffei and Olivier Hubert
  • De Pardieu Brocas Maffei

Germany

  • Kai A Schaffelhuber
  • Allen & Overy LLP

Hungary

  • Ágnes Bódi and Norbert Hete
  • Allen & Overy LLP

India

  • Sonali Sharma, Hoshedar Wadia and Veena Sivaramakrishnan
  • Juris Corp

Ireland

  • Nollaig Murphy
  • Maples and Calder

Italy

  • Valentina Barbanti
  • Allen & Overy – Studio Legale Associato

Japan

  • Akihiro Wani, Reiko Omachi and Tomoko Okazaki
  • Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters

Korea

  • Bo Yong Ahn, Su Young Jung and Wooyoung Cho
  • Kim & Chang

Luxembourg

  • Frank Mausen and Henri Wagner
  • Allen & Overy Luxembourg

Poland

  • Piotr Lesiński
  • Allen & Overy, A Pędzich spk

South Africa

  • Clinton van Loggerenberg and Stephen von Schirnding
  • Edward Nathan Sonnenbergs

Spain

  • José Luis Palao Iturzaeta and Ignacio Corujo del Valle
  • Garrigues

Switzerland

  • Wolfgang Zürcher
  • Wenger & Vieli AG

Turkey

  • Ömer Çollak and Erkan Tercan
  • Paksoy

United Kingdom

  • Stephen Revell and Eric Phillips
  • Freshfields Bruckhaus Deringer LLP

USA

  • Bart Capeci
  • Sidley Austin LLP

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