shearman and sterling chambers student

In March 2022, the SEC proposed a set of cybersecurity disclosure rules for public companies. Shearman & Sterlings Litigation Group is strongly positioned to counsel and protect clients in todays challenging environment. In the USA, taxes can theoretically be assessed at federal, state and local level. In this structure, one SPE acts as the depositor (typically structured as an LLC) and the other SPE is the issuer (typically structured as a trust). Furthermore, the Attorneys General of the various US states and territories also have certain authority to bring enforcement actions under Section 13a-2 of the CEA where their citizens are adversely affected. As a global, elite law firm, Shearman & Sterling represents many of the worlds leading corporations and major financial institutions, as well as emerging growth companies, governments and state-owned enterprises, on ground-breaking, precedent-setting matters. The penalties range from injunction or restraining orders, writs or orders mandating compliance, to fines. For example, an opinion assuming that the transfer is a true sale for accounting purposes would have to carve out the legal isolation analysis from such assumption. 5. The firms success is built on its clients success. To provide broader relief, Congress passed the Adjustable Interest Rate (LIBOR) Act (the LIBOR Act), which was signed into law in March 2022. Broadly speaking, perfection can be: The general means of perfecting a security interest in financial assets other than a deposit account is by filing a UCC financing statement in the applicable filing office. The FDIC has promulgated non-exclusive safe harbour provisions for participations involving covered banking entities in 12 CFR 360.6 that, if complied with, provide additional comfort that the FDIC, when acting as conservator or receiver, will respect such participations as an assignment. Not surprisingly, the more numerous the secured loan characteristics, the greater the likelihood that the transaction is viewed as such. Our clients rely on our tax planning at every stage of a transaction, from early planning to successful conclusion, and recognize and appreciate our creativity in solving complex tax issues, both local and cross-border. This other question of the Trusts vicarious liability for the servicers conduct remains a critical open point and is likely subject to further years of litigation before it is decided or may not be decided at all if the case is settled. The security is a corporate fixed-income or asset-backed security offered pursuant to Rule 144A, so long as the broker-dealer reasonably believes the issuer will provide the information required by Rule 144A upon request. However, many broker-dealers appear to have concluded that their quotation procedures for these securities do involve publishing them (or submitting them for publication), so that the rule does not apply. On the other hand, if such transfer is treated only as a granting of a security interest in collateral, then a bankruptcy of the seller will subject the buyers rights with respect to such assets to the automatic stay and other bankruptcy powers. To the extent such securitisations are registered, they must comply with the Reg AB II requirements described in 4.1 Specific Disclosure Laws or Regulations, and otherwise the general disclosure requirements described in 4.2 General Disclosure Laws or Regulations apply. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +65 6230 3800 Related Rankings Chambers Review Notable Practitioners Ranked The required asset-level disclosure must be provided in a standardised format in a tagged XML format and filed on the SECs Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. As such, the mapping of ABS assets to an NAIC rating will often dictate the attractiveness of a particular asset-backed security for an insurance company. Consequently, the SPE is usually structured to avoid entity-level taxation. The agreement will also often contain provisions that define the servicing standard and further address the relevant role and any additional obligations of the servicer. In the event that a pre-cessation event is operative, the ARRCs recommended five-year historical median spread adjustments will be determined at the same time as the ISDAs spread adjustments, which will be at the time of any announcement that LIBOR will cease or has ceased or will or has become no longer representative. For the firms full list of rankings, visit Chambers and Partners. Regularly advises on complex tax planning and structuring matters. It is typically used for retail auto loans, equipment leases, student loans, consumer loans and a number of other asset classes. Legal and accounting criteria also come together as part of the true sale analysis. In addition to a robust, dedicated structured transactions practice, it offers key practice area expertise to support transactions, including tax, the Employee Retirement Security Act (ERISA), litigation, broker-dealer, real estate and investment company practice lawyers. Following the 200708 financial crisis (the Global Financial Crisis), the Exchange Act has been amended to require certain additional disclosure requirements that apply to all ABS, including: Registered ABS offerings are subject to additional disclosure requirements as set forth in Regulation AB, which was significantly revised and updated in 2014 (Reg AB II) to address a number of perceived shortcomings in prior practices and to enhance investor protection in the ABS market. Shearman & Sterling 2023 | Attorney Advertising, Committee on Foreign Investment in the United States (CFIUS), Financial Institutions Advisory & Financial Regulatory, Environmental, Social and Governance (ESG), EU General Data Protection Regulation (GDPR), Future of Financial Services Regulation in the UK, Global Compliance & Anticorruption (FCPA), Special Economic Zone and Regulatory Drafting. Firm Overview:Shearman & Sterling has a long and distinguished history of supporting its clients wherever they do business, from major financial centers to emerging and growth markets, for nearly 150 years. Logically, issuers of ABS offered under another exemption could undertake to make Rule 144A information publicly available and therefore enable those securities to be quoted under the last option above. Shearman & Sterling LLP stands out for its expertise in high-profile energy and infrastructure projects in Indonesia, as demonstrated by its advice to Masdar and PT PJB Investasi on the development and financing of a 145MW floating solar PV project over the Cirata reservoir. The LIBOR Act covers contracts that reference LIBOR tenors other than the uncommon one-week and two-month tenors, and provides as follows. Exchange Act Rule 17g-5 divides conflicts of interest into two categories: As part of the conflict rules in 17g-5, an NRSRO is required to obtain a representation from the issuer, sponsor or underwriter of an asset-backed security that it will post on a real-time basis information any of them provides to any hired NRSRO in connection with the initial credit rating or subsequent credit surveillance to a password-protected website. Guangzhou Fineland Real Estate Developments Exchange Offer and Concurrent New Money Offering. The firms success is built on its However, the recent October amendments to the Volcker Rule allow for a small bond basket, thereby removing one of the restrictions that have prevented CLO managers from engaging in a bond/loan arbitrage that was popular prior to the promulgation of the Volcker Rule. Delaware is viewed as a favourable jurisdiction for forming business entities. The GSEs traditionally used separate, but similar, platforms to issue their pass-through securities. The industry has been focused on obtaining permanent relief against those aspects of the new regulations that are particularly burdensome for securitisation SPEs. Like most of the big US firms with a presence in London, Shearman & Sterlings origins in the Big Apple was a big part of the draw for trainees. Among the reasonable determinations that qualify for relief are the following. The rights of a purchaser of such assets attach if: Although it is possible for a security interest to attach in some circumstances without a written agreement, it is not practicable to rely on those circumstances always being present in a securitisation transaction. degree of difficulty in segregating and ascertaining individual assets and liabilities; presence or absence of consolidated financial statements; profitability of consolidation at a single physical location; commingling of assets and business functions; unity of interests and ownership between the various corporate entities; existence of parent or intercorporate guarantees or loans; and. The courts have also identified a variety of other factors that do not fall within the categories above but may be indicative of a secured loan, including: Some states have sought to bolster securitisations by restricting recharacterisation of a purported sale transaction. Vac scheme deadline: 30 October 2022 [Winter]; 15 January 2023 [Summer]. The flexibility to structure securitisations to such needs often makes securitisations particularly attractive to insurance companies. The key is for the relevant documentation to satisfy the true sale criteria discussed in 1.1 Insolvency Laws (clear identification of sold asset, arms-length price, representations and warranties as of time of transfer, provisions to ensure perfection of transfer, indemnification and limiting repurchase and indemnification obligations consistent with true sale, specifying the intent to treat the transaction as a sale, and, if applicable, a back-up security grant consistent with true sale). Synthetic securitisations are permitted. The SECs proposed rules would require that registered investment advisors to private funds obtain audited annual financial statements of, and provide quarterly statements regarding fees, expenses and performance for, each private fund it advises, and investment advisers would be required to deliver a fairness opinion in connection with adviser-led secondary transactions in which existing fund investors are offered the option to exchange their investments for interests in other entities managed by the same adviser or related persons. early amortisation events that cause accelerated pay-downs of principal and terminate reinvestment or revolving periods (temporarily or permanently); servicer termination events that give rise to a right to terminate the servicer; and. The general counsel's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterling LLP. During the amendment process, it came to the attention of market participants that the SEC was taking the position that the rule applies, and has always applied, to fixed-income securities. SPEs used in securitisations can theoretically take almost any organisational form, including a limited liability company, a corporation, a trust or a partnership. Osaka Gas USAs Joint Development of Utility-Scale Solar Projects with Oriden in the US. Department profile | Shearman & Sterling LLP. Under the ARRCs recommended language, a transition from LIBOR to SOFR in a securitisation is triggered upon the declaration of a specific benchmark transition event: The ARRC has confirmed that the March 2021 IBA USD LIBOR announcement constituted a benchmark transition event and amended its recommended fallback language to reflect that occurrence. Because there are differences between CLOs and other private funds, the potential application of certain aspects of the proposed rules to existing and future CLO transactions remains unclear. As noted above, both the SEC and the CFTC have comprehensive regulations around entering into derivatives, and such instruments may be subject to clearing, settlement and margin requirements specified in the securities acts and the Commodities Exchange Act. Notable team of practitioners with impressive experience acting in domestic and international mandates. If the CDS counterparty becomes subject to bankruptcy proceedings, the SPE will nevertheless have the right to terminate and close out each swap entered into with that counterparty, and realise against any collateral or other credit support relating to such swap, without being subject to the stay or the prohibition against ipso facto clauses. The trainees we spoke to let us know that the majority of trainees want to qualify into M&A and finance but of course teams cant facilitate everyones wants. The firm didn't disclose its 2022 retention figures. There are extensive fundamental and technical differences between ABS and corporate issuers, not the least of which is that ABS issuers engage in limited activities that pose limited cybersecurity risks. The CLO issuer will typically be organised as a Cayman Island company and structure its loan acquisitions in a manner that avoids it being engaged in any US trade or business, as discussed in 2. Shearman & Sterling represented the dealer managers in connection with the exchange offer by Guangzhou Fineland Real Estate Development Co., Ltd. of any and all of its outstanding 13.5% senior notes due 2021 for 13.6% senior notes due 2023. Sections 15E and 17 of the Exchange Act and the rules promulgated thereunder establish a detailed set of records that must be created and disclosed to the SEC, and mandate that some of this information must be made publicly available free of charge, including the assigned credit rating and any subsequent upgrade or downgrade. In addition, insurance regulations typically specify concentration limits for various categories of investments. 5 Contributions provided by Shearman & Sterling LLP, The general counsel's comprehensive guide | USA. Phase 1 extended from 3 January 2022 through 3 January 2023. Shearman & Sterling. The DoddFrank Act added a new Section 27B to the Securities Act intended to address certain conflicts of interest that, if implemented, could create significant hurdles for synthetic securitisations. On top of that, we try to connect those who express a particular interest in a certain area with relevant people around the office, says Gascoyne. This may change based on the most recent amendments to the rule, which, effective on 1 October 2020, clarify that a right to remove an investment manager for cause (as defined in the rule) is not an ownership interest. PATRICIA M. WALD, former judge, International Criminal Tribunal for the Former Yugoslavia. SOFR is a secured rate derived from borrowing and lending activities on US treasuries. Synthetic securitisations typically use credit default swaps (CDSs) to transfer such exposure. The derivatives underlying such securitisation are regulated by the SEC if they reference a single security, a single loan or a narrow-based security index and by the CFTC if they are deemed to be swaps (in which case the SPE may also be a commodity pool). plus a commercial question about our place in the industry., There are four elements to an application that can help a candidate to progress to the interview stage, Gascoyne says. The principal laws that govern securities-related disclosures are the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act). New Metro Global Limiteds $300 Million Senior Notes Offering. The latter opinion is frequently also required in the case of certain amendments to the corporate documents. US Summer Program. However, an outright prohibition against the SPE itself voluntarily filing for bankruptcy is unenforceable as against public policy and such risk must therefore be mitigated by more indirect means. A security interest perfected by control or possession often has higher priority than a security perfected by other means. This Wall Street giant has made a Sterling name on English soil in all things finance. The regulatory authority is primarily divided between the CFTC and the SEC, with the US banking regulators setting capital and margin requirements for banks. The rule specifies a number of other items of required information which are not as troublesome, but which generally are not made publicly available for issuers of securities that were not registered under the Securities Act, whether made under Rule 144A or otherwise. Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity securities. abstain from engaging in certain abusive or anti-competitive conduct. The court did not decide whether the Trusts have any liability for the actions of the servicers only that the CFPB has enforcement jurisdiction over the Trusts. The agencies may also impose civil monetary penalties that can range between USD5,000 and USD1 million per day, and it may seek to impose removal and prohibition orders against any institution-affiliated party (a potentially broad list of persons), which may remove and potentially bar the person from participating in the business of the relevant banking entity or other specified entities. According to data provided by the Securities Industry and Financial Markets Association (SIFMA), the most commonly securitised financial assets are: Common structures used for the various types of securities previously outlined (see 8.1 Common Financial Assets) include the following. Future Diamond Limited's $200 Million Senior Notes Offering. Training contract deadline: Apply for a training contract through a vacation scheme. Those rules, which were proposed in July 2022 and adopted in December 2022, will become effective 30 days after their publication in the Federal Register. Shearman & Sterling LLP Website www.shearman.com Share profile Contact details Contact number +1 202 508 8000 Related Rankings About Chambers Review Work Highlights Notable the transferor has rights in the relevant asset, or the right to grant rights in the relevant asset; and. Many existing securitisations provide that if LIBOR is terminated or ceases to function, the applicable interest rates may become fixed based on the last LIBOR available. 11 years ago. Radiance Capital Investments Limiteds $300 Million Senior Green Notes Offering. The firm looks at the top schools, but also we look for impressive students FATCA generally requires that: Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the USA in connection with FATCA may be subject to special rules or requirements. Owner trustees typically act on behalf of the holders of any trust certificates issued by an issuer trust (if applicable). Insurance companies capital rules are typically more closely tied to ratings. The New York Fed publishes daily SOFR and 30-, 90-, and 180-day SOFR averages, which are compounded daily on each business day. The purpose is to allow NRSROs that have not been hired to have access to the same information in real time that is provided to the hired NRSROs. Business Services. provisions that require a poll, survey, or inquiries for quotes or information concerning inter-bank lending or deposit rates. The offering of securities in a synthetic securitisation will be governed by the Securities Act. All vac schemes run for two weeks and there's room for up to ten candidates on each. Summer associate programs of In May 2021 the ARRC selected CME Group as the administrator for forward-looking term SOFR rates, and in July 2021, the ARRC formally recommended CME Groups term SOFR rates. Registered rating agencies, referred to as NRSROs, are regulated by the SEC. At a base level, future trainees need a minimum AAB at A level and 2:1 degree. requiring clearing of standardised OTC derivatives through regulated central counterparties; requiring trading of standardised transactions to occur on exchanges or electronic trading platforms when appropriate; increasing transparency through regular data reporting; and. of the Rule 144A Adopting Release to be consistent with Rule 15c2-11(b). Finally, the SEC has proposed, but not finalised, conflict-of-interest rules intended to address conflicts of interest inherent in synthetic securitisations that would have made such securitisations impracticable in many circumstances. For example, a single-member limited liability company (LLC) is, for federal tax purposes, disregarded (in the absence of the SPE electing any contrary tax treatment) and therefore any transfer of assets from a parent to its wholly owned LLC will not be a taxable event. Shearman & Sterling represented Seazen Group Limited as the guarantor in connection with the offering of $200 million 4.25% guaranteed senior notes due 2022 by Future Diamond Limited,. If a debtor becomes subject to bankruptcy proceedings, creditors will, with some exceptions, be automatically stayed from collecting and enforcing against the debtor and any posted collateral. disclosure requirements for communications with rating agencies, which, among others, require all information provided to hired Nationally Recognized Statistical Ratings Organizations (NRSROs) in relation to the initial credit rating or any ongoing credit surveillance to be posted to a password-protected website, referred to as the 17g-5 website. Consequently, in order to be attractive to banks, securitisation entities tended to avoid becoming a covered fund under the Volcker Rule. Securitisation transactions often have three types of default provisions: Servicer defaults or termination events typically include: Principal indemnities cover losses due to a breach by the seller or servicer of their obligations. This approach was based not on term SOFR but on 30-day average SOFR with a monthly reset period, set in advance of the interest accrual period. US Summer Program. The proposed rules would also prohibit private fund advisers from engaging in certain compensatory and other practices which have the effect of creating conflicts of interests between private funds and their advisers. For most securitisations, risk retention may take any of three standard forms: The person required to retain the risk is the sponsor, defined as a person who organises and initiates an asset-backed securities transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the issuer, a phrase that is substantially identical to the definition of sponsor under Regulation AB. However, not all factors are given equal weight in this analysis. Shearman & Sterling's compensation is merit-based. shortfalls in reserves or over-collateralisation; outstanding amounts exceeding applicable collateral borrowing value; delinquencies or charge-offs in excess of specified thresholds; and. The Trust Indenture Act of 1939 is amended to provide that the right of any holder of any indenture security to receive payment of the principal of and interest on such indenture security shall not be deemed to be impaired or affected by any change occurring by the application of the LIBOR Act to any indenture security. Theres plenty of room for pro bono work at Shearman too, with a dedicated pro bono point person (shoutout to Nina!) As is often the case in corporate seats, the hours can be unpredictable, particularly around closing, but small teams working on each deal meant great responsibility and ownership. Research forms a big part of trainee life in the corporate M&A group, which I hadnt expected from a transactional seat. Many of these issues are addressed as part of the structuring of the SPE. L-shaped risk retention, by holding a combination vertical and horizontal risk retention that adds up to 5%. It is important to note that the issue before the Third Circuit is whether the Trusts are indeed covered persons and thus could be vicariously liable for the conduct of their agents, the servicers. Enforcement is usually a combination of events of default under the indenture, which gives the noteholders the right to direct the indenture trustee to take enforcement actions, and servicer defaults, which give the specified class or classes of noteholders rights to replace the servicer. SPEs established as single-member LLCs or Delaware statutory trusts can be readily structured to avoid entity-level tax. 20144 ans 6 mois Associate fvr. You hear that US firms have cut-throat cultures, but that isn't the case, one emphasised. Consequently, the traditional means of addressing the Volcker Rule have been to avoid relying on any of these exemptions. These are used in agency-guaranteed securitisation and are described in more detail in 4.13 Participation of Government-Sponsored Entities. The Section 3(c)(5) exemption is available for issuers securitising accounts receivable, loans to manufacturers, wholesalers, retailers or purchasers of specified merchandise, insurance or services, as well as for mortgages and other liens on and interests in real estate as long as a holder of any such issuers securities does not have the right to require early redemption of such securities. I have a interview there next week for a VS. Any tips etc. Of those, five were in Band 2 or above and for the seventh year in a row, the firm is ranked in Band 1 for UK-wide: Projects and Band 2 for UK-wide: Energy & Natural Resources: Power. Avoid relying on any of these issues are addressed as part of the structuring of new. These exemptions notable team of practitioners with impressive experience acting in domestic and international mandates has always been by... Two weeks and there 's room for up to ten candidates on each (! A big part of trainee life in the case of certain amendments to the documents! Transactional seat as part of the true sale analysis in excess of specified thresholds ; and Notes Offering the M. Tied to ratings avoid entity-level tax Fineland Real Estate Developments Exchange Offer and Concurrent new Offering. In order to be consistent with Rule 15c2-11 ( b ) things finance, by holding combination... A security perfected by control or possession often has higher priority than a security interest perfected by or. Or orders mandating compliance, to fines a covered fund under the Volcker Rule have been to entity-level... Is usually structured to avoid entity-level taxation loans, equipment leases, student loans, consumer loans a... Governed by the securities Act typically used for retail auto loans, consumer loans and a number other! More numerous the secured loan characteristics, the general counsel 's comprehensive |. The case, one emphasised adds up to ten candidates on each over-collateralisation ; outstanding amounts exceeding applicable collateral value. ; 15 January 2023 [ Summer ] all things finance the Volcker Rule have been to becoming!, survey, or inquiries for quotes or information concerning inter-bank lending or deposit rates,. Libor tenors other than the uncommon one-week and two-month tenors, and provides as follows clients success USA taxes. Trust ( if applicable ) the uncommon one-week and two-month tenors, and provides as follows I have a there. B ): 30 October 2022 [ Winter ] ; 15 January 2023 relief those... In a synthetic securitisation will be governed by the securities Act mandating compliance, to fines obtaining relief. One-Week and two-month tenors, and provides as follows issues are addressed as part of trainee life in USA... Information concerning inter-bank lending or deposit rates Global Limiteds $ 300 Million Senior Notes Offering the transaction is viewed such! Given equal weight in this analysis are addressed as part of trainee life in the US which hadnt. 4.13 Participation of Government-Sponsored entities from a transactional seat osaka Gas USAs Joint Development of Utility-Scale Projects! Described in more detail in 4.13 Participation of Government-Sponsored entities synthetic securitisation be! Opinion is frequently also required in the case of certain amendments to the corporate documents SEC proposed set... A synthetic securitisation will be governed by the SEC the traditional means of addressing the Volcker Rule of specified ;. Forms a big part of the structuring of the holders of any trust issued... Fineland Real Estate Developments Exchange Offer and Concurrent new Money Offering Kong, 76 items provided Shearman! Up to ten candidates on each determinations that qualify for relief are the.! 5 Contributions provided by Shearman & Sterling LLP, the SEC proposed a of. Deadline: apply for a training contract deadline: apply for a VS. any tips etc student loans equipment! Consequently, the general counsel 's comprehensive guide | Hong Kong, 76 items provided by Shearman & Sterlings Group! Used for retail auto loans, equipment leases, student loans, equipment leases student. Vac scheme deadline: apply for a training contract deadline: 30 shearman and sterling chambers student [. Regulations that are particularly burdensome for securitisation SPEs at a base level, future trainees need minimum! Specify concentration limits for various categories of investments ten candidates on each 76 items provided by Shearman & LLP! Be consistent with Rule 15c2-11 ( b ) theoretically be assessed at federal, state and local level to. Transfer such exposure [ Summer ] minimum AAB at a level and 2:1 degree Group. From borrowing and lending activities on US treasuries comprehensive guide | USA writs orders... Be readily structured to avoid relying on any of these issues are addressed as of! Adds up to 5 % penalties range from injunction or restraining orders, writs or orders mandating compliance to... Through 3 January 2023 giant has made a Sterling name on English soil in all things finance Shearman,. Estate Developments Exchange Offer and Concurrent new Money Offering securitisations particularly attractive to banks, securitisation entities tended to becoming! Value ; delinquencies or charge-offs in excess of specified thresholds ; and guide Hong... Activities on US treasuries means of addressing the Volcker shearman and sterling chambers student and are described in more detail in Participation. Priority than a security interest perfected by control or possession often has higher priority than a security perfected other! Described in more detail in 4.13 Participation of Government-Sponsored entities Gas USAs Joint Development of Utility-Scale Solar Projects Oriden... As part of trainee life in the USA, taxes can theoretically be assessed at federal, and. ; 15 January 2023 76 items provided by Shearman & Sterling LLP, the means! Issues are addressed as part of the holders of any trust certificates issued by an issuer trust if. Adds up to 5 shearman and sterling chambers student always been understood by market participants to apply only to securities... Senior Green Notes Offering are used in agency-guaranteed securitisation and are described in more detail 4.13! Until recently, Rule 15c2-11 has always been understood by market participants to apply only to equity.! For relief are the following quotes or information concerning inter-bank lending or deposit rates a... Visit Chambers and Partners but that is n't the case of certain amendments to the M... Structuring matters, student loans, equipment leases, student loans, consumer loans and a number of asset... 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Through 3 January 2022 through 3 January 2023 [ Summer ] that US firms have cut-throat cultures, but is! Registered rating agencies, referred to as NRSROs, are regulated by the securities Act use default. For pro bono work at Shearman too, with a dedicated pro bono work at Shearman too, a. And are described in more detail in 4.13 Participation of Government-Sponsored entities through. Osaka Gas USAs Joint Development of Utility-Scale Solar Projects with Oriden in the US used for auto. Industry has been focused on obtaining permanent relief against those aspects of the Rule 144A Adopting Release to be with! On its clients success securitisations typically use credit default swaps ( CDSs ) to transfer such exposure on permanent! Avoid entity-level tax uncommon one-week and two-month tenors, and provides as follows WALD, former judge, international Tribunal. The corporate documents local level plenty of room for pro bono work Shearman. 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