A Credit Support Annex (CSA) is a legal document that regulates credit support (collateral) for derivative transactions. Effectively, a CSA defines the terms under which collateral is posted or transferred between swap counterparties to mitigate the credit risk arising from in the money derivative positions. It is one of the four parts that make up an ISDA Master Agreement but is not mandatory; it is possible to have an ISDA agreement without a CSA but normally not a CSA without an ISDA.
If on any Valuation Date, the Delivery Amount equals or exceeds the Pledgor's Minimum Transfer Amount, the Pledgor must transfer Eligible Collateral with a Value at least equal to the Delivery Amount. The Delivery Amount is the amount the Credit Support Amount exceeds the Value of all posted Collateral held by the Secured Party. The Credit Support Amount is the Secured Party's Exposure plus Pledgor's Independent Amounts minus Secured Party's Independent Amounts minus the Pledgor's Threshold. The Collateral must meet the Eligibility criteria in the agreement, which may prescribe which currencies it may be in, what types of bonds are allowed, and which haircuts are applied. [1] There are also rules for the settlement of disputes arising over valuation of derivative positions.
To distinguish between the Schedule to the Master Agreement and the Credit Support Annex, the schedules are numbered as Parts and CSA are numbered as Paragraphs. To customise the requirements of an OTC Transaction, the clauses which are required are added as Paragraph 11 (for London Agreements) and as Paragraph 13 (for New York Agreements).
Under English Law, CSA are considered transactions: Any collateral listed as "Eligible Collateral" is delivered as an outright transfer of title. The collateral taker becomes the outright owner of that collateral free of any third party interest.
Compare the "Outright transfer" offered under English Law Credit Support Annex with "Security Interest" under New York Law Credit Support Annex. Both New York Law Credit Support Annex and an English law Credit Support Annex operate to create security interests in the collateral being posted, the differences are operational and can be material upon an insolvency of the other party.
- English law credit support annex operates by way of outright transfers of title to the posted collateral
- Parties might select New York or English CSA for many operational considerations, also the choice of credit support documentation can materially change the parties’ rights and obligations and their standing upon an insolvency of the other party
In finance, a derivative is a contract that derives its value from the performance of an underlying entity. This underlying entity can be an asset, index, or interest rate, and is often simply called the underlying. Derivatives can be used for a number of purposes, including insuring against price movements (hedging), increasing exposure to price movements for speculation, or getting access to otherwise hard-to-trade assets or markets.
In finance, a credit derivative refers to any one of "various instruments and techniques designed to separate and then transfer the credit risk" or the risk of an event of default of a corporate or sovereign borrower, transferring it to an entity other than the lender or debtholder.
A credit default swap (CDS) is a financial swap agreement that the seller of the CDS will compensate the buyer in the event of a debt default or other credit event. That is, the seller of the CDS insures the buyer against some reference asset defaulting. The buyer of the CDS makes a series of payments to the seller and, in exchange, may expect to receive a payoff if the asset defaults.
Credit risk is the possibility of losing a lender holds due to a risk of default on a debt that may arise from a borrower failing to make required payments. In the first resort, the risk is that of the lender and includes lost principal and interest, disruption to cash flows, and increased collection costs. The loss may be complete or partial. In an efficient market, higher levels of credit risk will be associated with higher borrowing costs. Because of this, measures of borrowing costs such as yield spreads can be used to infer credit risk levels based on assessments by market participants.
The International Swaps and Derivatives Association is a trade organization of participants in the market for over-the-counter derivatives.
A repurchase agreement, also known as a repo, RP, or sale and repurchase agreement, is a form of short-term borrowing, mainly in government securities. The dealer sells the underlying security to investors and, by agreement between the two parties, buys them back shortly afterwards, usually the following day, at a slightly higher price.
Structured finance is a sector of finance — specifically financial law — that manages leverage and risk. Strategies may involve legal and corporate restructuring, off balance sheet accounting, or the use of financial instruments.
Hypothec, sometimes tacit hypothec, is a term used in civil law systems or to refer to a registered real security of a creditor over real estate, but under some jurisdictions it may additionally cover ships only, as opposed to other collaterals, including corporeal movables other than ships, securities or intangible assets such intellectual property rights, covered by a different type of right (pledge). Common law has two main equivalents to the term: mortgages and non-possessory lien.
In lending agreements, collateral is a borrower's pledge of specific property to a lender, to secure repayment of a loan. The collateral serves as a lender's protection against a borrower's default and so can be used to offset the loan if the borrower fails to pay the principal and interest satisfactorily under the terms of the lending agreement.
A credit event occurs when a person or organization defaults on a significant transaction. He or she is unable to honor the terms of the contract entered, and the borrower’s ability to pay comes into question. Because the marketplace recognizes such events as related to one's credit worthiness, credit events can trigger specific protections provided by credit derivatives.
In finance, a security interest is a legal right granted by a debtor to a creditor over the debtor's property which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations. One of the most common examples of a security interest is a mortgage: a person borrows money from the bank to buy a house, and they grant a mortgage over the house so that if they default in repaying the loan, the bank can sell the house and apply the proceeds to the outstanding loan.
Recharacterisation in law means the treatment of a certain course of conduct in a different manner to which the participants describe it.
In law, set-off or netting is a legal technique applied between persons or businesses with mutual rights and liabilities, replacing gross positions with net positions. It permits the rights to be used to discharge the liabilities where cross claims exist between a plaintiff and a respondent, the result being that the gross claims of mutual debt produce a single net claim. The net claim is known as a net position. In other words, a set-off is the right of a debtor to balance mutual debts with a creditor.
In law, dépeçage is a concept within the field of conflict of laws whereby different issues within a single case are governed by the laws of different jurisdictions. In common law countries, dépeçage can be used when a single contract provides that different parts of the contract shall be governed by different laws, or in the absence of a contract when a court's own choice-of-law rules cause it to apply different bodies of law to different questions.
Collateral has been used for hundreds of years to provide security against the possibility of payment default by the opposing party in a trade. Collateral management began in the 1980s, with Bankers Trust and Salomon Brothers taking collateral against credit exposure. There were no legal standards, and most calculations were performed manually on spreadsheets. Collateralisation of derivatives exposures became widespread in the early 1990s. Standardisation began in 1994 via the first ISDA documentation.
The ISDA Master Agreement, published by the International Swaps and Derivatives Association, is the most commonly used master service agreement for OTC derivatives transactions internationally. It is part of a framework of documents, designed to enable OTC derivatives to be documented fully and flexibly. The framework consists of a master agreement, a schedule, confirmations, definition booklets, and credit support documentation.
Financial law is the law and regulation of the commercial banking, capital markets, insurance, derivatives and investment management sectors. Understanding financial law is crucial to appreciating the creation and formation of banking and financial regulation, as well as the legal framework for finance generally. Financial law forms a substantial portion of commercial law, and notably a substantial proportion of the global economy, and legal billables are dependent on sound and clear legal policy pertaining to financial transactions. Therefore financial law as the law for financial industries involves public and private law matters. Understanding the legal implications of transactions and structures such as an indemnity, or overdraft is crucial to appreciating their effect in financial transactions. This is the core of financial law. Thus, financial law draws a narrower distinction than commercial or corporate law by focusing primarily on financial transactions, the financial market, and its participants; for example, the sale of goods may be part of commercial law but is not financial law. Financial law may be understood as being formed of three overarching methods, or pillars of law formation and categorised into five transaction silos which form the various financial positions prevalent in finance.
Lomas v JFB Firth Rixson Inc[2012] EWCA Civ 419 is the name of a series of co-joined appeals heard by the English Court of Appeal in relation to the efficacy of certain provisions under the standard form ISDA Master Agreement. Four appeals were consolidated into a single hearing, and in a comprehensive joint judgment delivered by Lord Justice Longmore the Court attempted to provide definitive resolutions to various issues of interpretation which had given rise to conflicting judgments at first instance. One academic commentator has referred to the case as a "comprehensive judgment [which] masterfully resolved a number of conflicting strands of jurisprudence".
Credit Suisse International v Stichting Vestia Groep[2014] EWHC 3103 (Comm) was a decision of the High Court of Justice relating to the doctrine of ultra vires and the effect of contractual representations made under an ISDA Master Agreement on the doctrine.
An X-Value Adjustment is an umbrella term referring to a number of different “valuation adjustments” that banks must make when assessing the value of derivative contracts that they have entered into. The purpose of these is twofold: primarily to hedge for possible losses due to other parties' failures to pay amounts due on the derivative contracts; but also to determine the amount of capital required under the bank capital adequacy rules. XVA has led to the creation of specialized desks in many banking institutions to manage XVA exposures.
