Willa Cohen Bruckner is a partner in the Financial Services & Products Group in the firm’s New York office. She concentrates on derivatives, structured products and alternative investments and brings to her practice over 30 years of experience as a financial services attorney. Ms. Bruckner has worked extensively in new product development and in the negotiation and documentation of a wide variety of derivatives products and complex financial transactions, and she advises on derivatives products under the Dodd-Frank Act. Ms. Bruckner works with clients throughout the lifecycle of a trade or investment, up to and including termination and dispute resolution. Her advice is practical and draws on her experience as internal counsel on both the buy-side and the sell-side.
Ms. Bruckner is chairperson for the over-the-counter derivatives subcommittee of the New York City Bar Futures and Derivatives Committee. She has been selected by her peers for inclusion in the 2016 edition of The Best Lawyers in America for Private Funds/Hedge Funds Law – New York.
Prior to joining Alston & Bird, Ms. Bruckner was general counsel for a family investment office and fund of funds and a capital markets attorney for major financial institutions. She received her J.D. from The University of Pennsylvania Law School, her M.A. in economics from Yale University and her B.S. with High Distinction and with Highest Honors in mathematics from the University of Michigan.
- Advised a wide variety of financial companies, investment funds, energy companies and corporations on the application of Dodd-Frank and related regulations to existing and future businesses.
- Advised institutional money managers on structuring trading relationships to minimize counterparty credit risk.
- Assisted buy-side clients to establish arrangements for third-party segregation of collateral.
- Advised financial institutions on clearing arrangements for derivatives products.
- Advised multiple institutional investors, hedge funds and corporations on legal issues regarding the trading of complex and plain vanilla derivatives transactions and on negotiation of documentation for all derivatives products, repurchase transactions and prime brokerage arrangements.
- Developed transactional and regulatory documentation for a bank's interest rate hedging program.
- Represented a fund manager in structuring a facility to provide first loss protection, by means of total return swaps, on a dynamic portfolio of assets warehoused for securitization.
- Advised a dealer on cross-border derivatives transactions collateralized by interests in foreign investment funds.
- Represented hedge funds in structuring and negotiating trading platforms for synthetic positions in distressed debt.
- Advised a leading renewable energy company on structuring and documenting wind derivatives as part of long-term financing transactions.
- Analyzed the effect of counterparty default across the full range of trading with dealer counterparties for a major global investment bank.
- Advised leading issuers of structured products on equity-linked and index-linked products.
- Represented various derivatives counterparties with aggregate exposure in the Lehman Brothers bankruptcy in excess of $1 billion.
- Advised a commodities broker in the review and overhaul of documentation for all derivatives trading.
- Advised a seller of protection in terminating credit default swaps with aggregate notional amounts exceeding $7.5 billion, involving novel legal and valuation issues and cross-border insolvency issues.
- Represented an investor in a dispute regarding a highly structured, principal protected, hedge fund-linked product.
- Represented a corporate borrower in a £21 million tax dispute involving a complex derivative embedded in a loan structure.
Despite the consensus reached over six years ago among G-20 regulators on general principles for derivatives regulation, implementation of those principles in cross-border contexts has not always been smooth. The difficulty was evident in the lengthy, often tense process leading up to the long-awaited agreement between European Union (E.U.) and United States (U.S.) regulators on central clearing party equivalence.
February 17, 2016
The CFTC’s Division of Clearing and Risk brings balance to Dodd-Frank’s regulatory scheme for smaller BHCs and SLHCs. Our Financial Services & Products Group explains the DCR’s first no-action letter of 2016.
January 19, 2016
Our Investment Management, Trading & Markets Group explores regulators’ final rule establishing capital and margin requirements for swap entities required under Dodd-Frank.
November 17, 2015
Our Investment Management Group breaks down the CFTC’s deadlines for complying with its trade execution mandate for some package transactions.
November 18, 2014
On June 25, 2014, the Securities and Exchange Commission (SEC) adopted the first of a series of rules on cross-border security-based swap activities for market participants (the “Final Rules”). The Final Rules focus on three issues: (1) when a cross-border transaction must be counted toward the de minimis threshold for registration as a security-based swap dealer (SBSD) or the determination of a substantial position in security-based swaps for registration as a major security-based swap participant (MSBSP); (2) procedures for foreign regulators or market participants to apply for substituted compliance, which would allow market participants to comply with comparable foreign requirements as an alternative to complying with U.S. requirements; and (3) the extension of the SEC’s anti-fraud enforcement authority to where the fraud occurs or where the fraud is felt within the United States.
July 23, 2014
This advisory discusses the Commodity Futures Trading Commission’s (CFTC’s) recently issued additional no-action letter regarding mandatory execution, the effect of which is to further postpone the mandatory execution requirement for the MAT Swap components of certain package transactions. The no-action letter sets out a phased-in timetable for bringing those swaps into compliance with the mandatory execution requirement.
May 13, 2014
Our February 10, 2014 advisory described the recent Commodity Futures Trading Commission’s (CFTC) available-to-trade determinations on certain interest rate swaps and credit default swaps. The available-to-trade determinations commence the requirement for those transactions to be executed on a swap execution facility (SEF) or a designated contract market (DCM) unless an exception applies. The CFTC’s Division of Market Oversight has since issued a no-action letter that provides relief until May 15, 2014 from mandatory execution of those swaps on a SEF or DCM if the swaps are part of a “package transaction.”
February 13, 2014
This advisory discusses the Commodity Futures Trading Commission’s (“CFTC”) recent announcement of available-to-trade determinations on certain interest rate swaps (“IRS”) and credit default swaps (“CDS”). Unless an exception applies (such as the end-user exception), those IRS and CDS contracts can no longer be executed bilaterally. Instead, they must be executed on a swap execution facility (“SEF”) or a designated contract market (“DCM”). The commencement date for the requirement to execute on a SEF or DCM depends upon the type of swap, with the first date being February 15, 2014.
February 10, 2014
As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Commodity Futures Trading Commission (CFTC) has adopted a rule (the “Rule”) for segregation of margin and collateral (both referred to in this note as “margin”) for uncleared swaps. The Rule applies to initial margin posted by a customer with a swap dealer or major swap participant (SD/MSP), but not to margin posted with any other kind of market participant. Under the Rule, initial margin must be segregated in a third-party custodial arrangement if requested by the customer. As discussed in this advisory, segregation may protect customers in the event of an SD/MSP insolvency, but it also raises issues each customer should consider before choosing to segregate.
January 13, 2014
April 17, 2013
- CFA Institute’s Claritas® Investment Certificate