Derivatives Law and Practice 2023

9:00 a.m.
Introduction by Course Chair
Nadeem Siddiq, Senior Legal Counsel, Scotiabank

9:10 a.m.
Introduction to Derivatives
Bradley Tate, Director, Legal, Capital Markets, OMERS

Swaps and derivatives have become a vital tool in risk management and structured financings, and are used in an infinite variety of ways by commercial and government entities to manage financial and business risks. This session will provide you with an overview of the derivatives market and the products and applications used by today’s market players, covering:
• What are derivatives, and how are they used?
• Applications in trading, hedging, arbitrage, and structured products

10:15 a.m.
Break

10:30 a.m.
Asset Classes
Ahmad Adam, Associate, Miller Thomson LLP
Emily O’Donohue, Director & Senior Legal Counsel, Derivatives, Ontario Teachers’ Pension Plan

As the breadth and complexity of derivatives evolves, so too does the complexity of associated documentation and legal issues. Understanding the terminology and purpose of derivatives documentation is vital to properly reflect the terms of arrangements between parties and to avoid potentially costly errors. This session provides an overview from expert counsel of the International Swaps and Derivatives Association (ISDA)’s documentation architecture and a detailed explanation of the provisions of the master agreements widely used to document derivatives transactions, as well as practical and legal issues associated with their use.

3:45 p.m.
Break

4:00 p.m.
Central Clearing of Derivatives
Emily O’Donohue, Director & Senior Legal Counsel, Derivatives, Ontario Teachers’ Pension Plan

Negotiating private bilateral contracts that allow users to manage their exposure to
credit risk is another key facet of derivatives practice. Topics include:
• Overview of the credit derivatives market
• Credit default swaps
‑ Definitions
‑ Credit events
‑ Termination, assignment by novation
• Uses and benefits: investments applications and yield enhancement
• Recent development and key issues
• Clearing and settlement

5:00 p.m.
Day One Adjourns

9:00 a.m.
Key OTC Derivatives Regulations: Where We Are (and Where We are Going)
Srijan Agrawal, Director, Regulatory Strategy and Engagement, Strategy and Transformation, RBC Capital Markets
Candace Pallone, Counsel, McCarthy Tétrault LLP
Tim Reibetanz, Senior Legal Counsel, Derivatives Branch, Ontario Securities Commission

Explaining and discussing OTC derivatives regulatory reform, the panel will provide a critical understanding of where this market is currently situated and where it’s heading. Canadian markets are evolving alongside the G‑20’s ongoing commitment to reform OTC derivatives markets, while the size of the markets continue to grow. We will analyze current regulatory rules for clearing, reporting, and margin, while also considering what further new rules and amendments are expected that could significantly impact Canadian markets.

11:00 a.m.
Break

11:15 a.m.
Taxation of Derivatives: Critical Considerations and the Changing Landscape
Kevin B. Kelly, Senior Director, Tax Legislation Division, Finance Canada

Focusing on the taxation of derivatives with an emphasis on the Canadian context, this session will address essential taxation concepts and how they relate to derivatives, and also address important new developments you need to know.
Topics include:
• Tax considerations
‑ Economic versus legal substance, and economic realities
‑ Basic principles, specific anti‑avoidance rules, and the general anti‑avoidance rule
‑ How derivatives are used to achieve certain taxation results
• Tax certainty and risk management
• The changing tax landscape
• Recent legislative developments and case law

12:30 p.m.
Lunch

1:15 p.m.
Benchmark Reform
Douglas Donahue, Partner, Linklaters LLP
Lisa Mantello, Osler, Hoskin & Harcourt LLP

This session will first address ongoing reform initiatives concerning major financial benchmarks at the international level, as the world moves to alternative benchmark rates and away from LIBOR. From here, we will switch gears and examine several current areas of rapid growth and diversification in the derivatives industry, namely cryptocurrency and ESG‑related products. An informative analysis of industry trends and possible regulatory responses will provide a useful briefing and foundation in these emerging areas which will have a profound impact on global finance in the years to come.

2:30 p.m.
Break

2:45 p.m.
The New Regulatory Regime for Security‑Based Swaps: What You Need to Know
Craig Roberts, Managing Director, Global Funding and Treasury, National Bank of Canada
Jeff Robins, Partner, Debevoise & Plimpton LLP

Key new provisions under the Dodd‑Frank Act came into effect in late 2021, requiring security‑based swaps (SBS) entities to register with the U.S. Securities Exchange Commission and adhere to various requirements, including capital, margin, and segregation, as well as SBS transaction data reporting. Get a critical update on how the new regime is working, as well as the rationale and substance of the new rules, its comprehensive framework, and how they impact the global derivatives market, and practical strategies for compliance.

4:00 p.m.
Program Concludes