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PLAYBOOK TEMPLATES

ISDA Master Agreement

An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.

Regulatory Compliance

Why This Matters: Strict compliance reduces the risk of fines, enforcement actions, and reputational damage that can derail financing and capital market transactions.

Negotiation strategy

If you're the Party A:

Ensure all compliance measures are documented and regularly updated to reflect changes in laws. Engage legal experts to review compliance frameworks.

If you're the Party B:

Request detailed compliance reports and certifications from the issuer. Conduct independent audits to verify compliance adherence.

Essential elements

1

Compliance Covenants

Commitment to legal adherence.
2

Audit Rights

Verification of compliance obligations.
3

Certifications

Proof of compliance adherence.

Action framework

ACCEPT

Propose edits when compliance clauses are outdated or lack specificity.

EDIT

Reject clauses that fail to meet minimum legal standards or omit key regulations.

ADD

Add clauses for new regulatory requirements or jurisdiction-specific laws.

PRO TIP

Regularly update compliance policies to align with evolving legal standards and ensure all parties are informed of changes.

Example clauses

FAVORABLE

Comprehensive Compliance Clause

"The Parties shall at all times comply with all applicable laws, statutes, regulations, and codes relating to finance, securities, anti-money laundering (AML), know your customer (KYC), and data protection."
NEUTRAL

Basic Compliance Reference

"Each Party agrees to comply with applicable laws."
UNFAVORABLE

Vague Compliance Obligation

"Parties should try to comply with relevant laws."

Fallbacks

Cross-Border Transactions

In cross-border transactions, ensure compliance with international regulations and bilateral agreements to avoid legal conflicts.

High-Risk Industries

For high-risk industries, implement enhanced due diligence and monitoring to mitigate potential compliance breaches.

Emerging Markets

In emerging markets, adapt compliance strategies to local regulatory environments and potential legal uncertainties.
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