Derivatives and Structured Finance

Steptoe's Derivatives and Structured Finance team advises on transactional, regulatory, and compliance issues for a wide range of structured finance products and transactions, including derivatives, securitizations, debt financings, fixed-income financial products, credit and equity structures, and commodities across sectors such as financial services, energy, manufacturing, insurance, and healthcare.

We have built a market-leading team that brings together former senior regulators and staff from agencies including the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC), experienced lawyers who served as senior in-house counsel and held senior leadership and compliance roles in financial services companies and leading industry associations, and senior lawyers with substantial experience as outside counsel.

Steptoe lawyers have a deep understanding of regulatory law and policy, as well as real-world transactional and structuring experience. Our team possesses extensive knowledge of market dynamics, documentation practices, and compliance structures.

Our Clients

We advise clients involved in developing and trading derivatives and structured finance products, executing transactions, and operating trading platforms, as well as regulatory service providers. Our clients include:

• Swap dealers and security-based swap dealers
• Commercial banks
• Regional banks
• Derivatives exchanges
• Futures commission merchants and clearing firms
• Securities exchanges
• Insurance companies and brokerage firms
• Funds
• Trade reporting repositories
• Financial market utilities
• Public and private companies across sectors such as energy, manufacturing, and health care
• Trade associations
• Introducing brokers and commodity trading advisors
• Derivatives end-users

Derivative Product Structuring and Development

We help structure and negotiate products and transactions, including:

• Stand-alone derivatives and financial products transactions, as well as derivatives and structured products as part of larger transactions
• Interest rate swaps, credit default swaps, total return swaps, equity swaps, currency swaps, commodity swaps, and security-based swaps
• Structured notes, bespoke structures, securitizations, and receivables financings

Transactions and Deal Execution

Our lawyers also counsel and represent market participants on all sides in negotiating and documenting both traditional and bespoke transactions.

Debt Finance Structures and Transactions

Steptoe documents and negotiates all aspects of debt finance transactions and structures, including loans, bond issuances, direct purchases, letters of credit and standby facilities, and related hedging and investment products.

Regulatory Counsel and New Product Approval

We provide authoritative insight into the nuances of the Commodity Exchange Act (CEA) and CFTC regulations, as well as rules of the National Futures Association (NFA), SEC, the Financial Industry Regulatory Authority (FINRA), and the Municipal Securities Rulemaking Board (MSRB). We have extensive experience guiding clients in the approval of new product offerings and in registering entities at the CFTC and SEC. This includes preparing registration materials and advocating for our clients with agency decision-makers to achieve success.

Steptoe has been involved, on behalf of clients, on cutting edge product offerings, including in the event contract and political event contract space, as well as unique "other commodity" contract listings not previously listed or traded.  We have a particular focus on digital assets, including smart contract-based products, real-world asset tokenization, digital asset derivatives and other proprietary hedging products.

Leveraging our strong working relationships with regulators and agencies, we help clear the path for our clients' products and programs while providing as much regulatory certainty as possible. We advise on compliance with existing regulations and novel regulatory issues, as well as on the often-conflicting interplay between overlapping federal and state agencies and regulatory schemes. Additionally, we guide clients in seeking regulatory clarification or relief through interpretations, rule changes, or discussions with regulators.

Regulatory Compliance

Our team helps clients develop and manage compliance programs, working closely with them to understand their internal risk management practices and capabilities. We advise on the myriad of rules and regulations affecting their businesses and help them resolve any non-compliance issues before they develop into enforcement problems. Once registered, we advise clients on satisfying ongoing regulatory requirements by leveraging our external and in-house experiences and networks, helping to resolve regulatory ambiguity. Furthermore, we represent established market participants looking to restructure their businesses or seeking regulatory relief. We regularly work directly with regulatory agency contacts to ensure compliance and address policy concerns.

Enforcement: Regulated Market Participants

Agency inquiries and enforcement actions require a deep-rooted knowledge in regulatory requirements and market standards. In collaboration with Steptoe's Enforcement and Litigation teams, we effectively defend clients when regulatory issues arise. We have experience representing CFTC-registrants as well as unregistered market participants and individuals. Additionally, when compliance programs and internal supervision require enhancement to meet regulatory obligations, we advise on the remediation of non-compliance issues.