Warren Davis, a member of Sutherland’s Corporate Practice Group, practices in the area of corporate financial transactions and, for nearly 20 years, has focused specifically on derivatives, hedge funds and related risk management.
Warren’s derivatives practice is diverse and includes representation of a broad range of counterparties including hedge funds, fund of funds, insurance companies, pension plans, mutual funds, foreign governments, government-sponsored agencies, universities, banks, energy companies, industrial corporations, shipping companies and high-net-worth individuals. His work encompasses many types of derivatives including transactions tied to interest rates, securities or an equity index; various commodities; credit and credit indices; freight; and weather events.
Warren assisted in the formation of the End-Users of Derivatives Association in the early 1990s. Today, he is an active member of the International Swaps and Derivatives Association (ISDA) and served as a consultant to ISDA in connection with its recently formed Derivatives Users Committee. In addition, Warren developed a unique database product for clients, specially designed to help companies and hedge funds identify and monitor key terms in their ISDA master agreements and related credit support documents.
Warren brings a tax, as well as a corporate, background to his practice. For many years, he taught a graduate corporate tax course at George Washington University National Law Center.
Warren is a frequent lecturer on derivatives and related topics. For a full list of speaking engagements, please click
here.
REPRESENTATIVE EXPERIENCEWarren’s extensive representative experience includes:
- Representing the 12 Federal Home Loan Banks in connection with implementation of the new Dodd-Frank regulatory regime for derivatives, including commenting on numerous CFTC rulemakings and advising with respect to new documentation for cleared and uncleared swaps.
- Representing buy-side firms in development of new standard documentation for cleared swaps under the auspices of the Futures Industry Association (FIA) and the amendment of existing Master Agreement documentation for uncleared swaps under the auspices of the ISDA.
- Negotiating on behalf of a large insurance company with two major derivatives dealers in a $15 billion trade to implement a first-of-kind over-the-counter (OTC) capital risk hedge of guaranteed minimum withdrawal benefits under a large portfolio of variable annuity contracts.
- Analyzing and negotiating a foreign currency hedge agreement on behalf of the Ministry of Finance of a large South American government.
- Advising a privately held bank with respect to a $50 million collateral dispute relating to interest rate swaps.
- On behalf of several large hedge funds, developing model documentation for ISDA Master Agreements and Credit Support Documents.
- Serving as an active participant in the ISDA committee responsible for drafting the 2002 ISDA Master Agreement.
- Representing Federal Farm Credit Banks Funding Corporation (the Funding Corporation), which annually issues more than $500 billion of debt to fund the lending operations of Farm Credit System institutions.
From May 1991 through December 1992, Warren took a leave of absence from the firm in order to serve as the first inside, acting general counsel of the Funding Corporation. Warren oversaw the Funding Corporation’s response to the U.S. Securities and Exchange Commission (SEC) and Congressional investigations of the government securities markets, which resulted from Salomon Brothers’ disclosure that it provided inaccurate information to various government-sponsored enterprises on distribution of their securities.
PROFESSIONAL HONORS AND AWARDS
- Member, Board of Editors, Futures and Derivatives Law Report
- Named to The Best Lawyers in America in the area of derivatives and futures law (2006-2012)
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- Active Member, ISDA
- Member, Managed Funds Association
- Member, Futures Industry Association
- Member, Subcommittee on Derivatives Instruments, American Bar Association
- Founder, Georgetown Program for Jewish Civilization
- National Commissioner, Anti-Defamation League, and Member, Executive Committee of the ADL Regional Board of Directors
RECENT PUBLICATIONS
- Author, “Dodd-Frank Act Status/Cleared Swap Documentation Training Program,” (March 2012)
- Author, “Disclosure Obligations for OTC Derivatives Under Dodd-Frank External Business Conduct Standards for Swap Dealers and Major Swap Participants,” (January 2012)
- Co-author, “Keeping An Eye On MF Global Fallout,” Bankruptcy, Securities and Banking Law360 (November 22, 2011)
- Co-author, “Dodd-Frank Necessitates New Legal Documentation for Cleared and Uncleared Swaps,” The Review of Securities & Commodities Regulation (July 13, 2011)
- Author, “The Derivatives Industry Must Think ‘Outside the Box’ to Minimize Disputes Arising from Calculation Agent Determinations and to Fairly Resolve Such Disputes When They Cannot Be Prevented” (March 2009)
- Author, “Introduction to the ISDA Master Agreements and the Credit Support Annex” (April 2006)
- Author, “Credit Derivatives - The Legal Landscape from 20,000 Feet” (February 2006)
- Author, “ISDA Master Give-Up Agreement - Holy Grail for Hedge Funds or Just a Mirage?” (February 2006)
- Author, “Negotiating the Credit Support Annex (CSA) - Arms Control for 'Financial Instruments of Mass Destruction,'” Advanced Course on Negotiating, Tailoring and Using the 1992 & 2002 ISDA Master Agreements (May 2005)
- Author, “ISDA Symposium on Litigation in the OTC Derivatives” (March 2004)
- Author, “The ISDA 2002 Master Agreement: A Preliminary End-User Perspective,” Futures & Derivatives Law Report, Vol. 23, No. 4 (June 2003)
- Author, “ISDA Master Agreements: When Reciprocal is Neither Wise Nor Fair,” Futures & Derivatives Law Report (February 1, 2000)
SPEAKING ENGAGEMENTS
- Speaker, “Dodd-Frank Act Status/Cleared Swap Documentation Training Program,” Presentation to the Banks of the Farm Credit System (Denver, March 2012)
- Speaker, “Disclosure Obligations for OTC Derivatives Under Dodd-Frank External Business Conduct Standards for Swap Dealers and Major Swap Participants,” ABA Business Law Section, Derivatives and Futures Law Committee Winter Meeting (Naples, January 2012)
- Speaker, “Dodd-Frank Implementation Status Report,” Briefing for Presidents of the Federal Home Loan Banks Presidents, (Dallas, December 2011)
- Speaker, “Dodd-Frank Update: Where We Are and Where We Are Going,” Federal Home Loan Banks Comptrollers Conference, (Scottsdale, December 2011)
- Speaker, “Dodd-Frank Update: Where We Are and Where We Are Going,” Federal Home Loan Banks Attorneys Conference, (Atlanta, October 2011)
- Speaker, “Negotiating ISDA Master Agreements—Dealer and End-User Perspectives,” PLI Fundamentals of Swaps and Other Derivatives Program (New York, October 2011
- Speaker, “Understanding & Negotiating the 1992 and 2002 ISDA Master Agreements and the 1994 Credit Support Annex, and the Landscape for OTC Derivatives,” Marcus Evans Financial Markets Training Program (New York, July 2011)
- Speaker, “Legal Documentation for Clearing,” Presentation to attorneys and financial officers of the 12 Federal Home Loan Banks (Chicago, May 2011)
- Speaker, “Disclosure Obligations for OTC Derivatives Under Dodd-Frank External Business Conduct Standards for Swap Dealers and Major Swap Participants,” Futures Industry Association (FIA) 33rd Annual Law and Compliance Conference (National Harbor, April 2011)
- Speaker, “Market Structure #1: Bilateral and/or Non-Cleared Swaps,” ABA Business Law Section Derivatives & Futures Law Committee Winter Meeting (Naples, February 2011)
- Speaker, “Title VII of Dodd-Frank: The New Derivatives Regime” Columbia Law School (New York, January 2011)
- Speaker, “Dodd-Frank Update from End-User Perspective—The New Regulatory Landscape for OTC Derivatives Five Months In,” Columbia Law School Symposium (New York, January, 2011)
- Speaker, “The New Landscape for OTC Derivatives,” Federal Home Loan Banks Lawyers Conference (Colorado Springs, October 2010)
- Speaker, “Principal Issues for Consideration and Negotiation in Derivatives Documentation—Implications of the New Regime,” PLI Advanced Swaps and Other Derivatives 2010 (New York, October 2010)
- Speaker, “Impact of Title VII of Dodd-Frank on Insurance Companies and Their Affiliates,” Sutherland Hartford Life Webinar (Washington, D.C., September 2010)
- Speaker, “Regulating the Oil Markets—Impact of Dodd-Frank Legislation on Energy Trading Entities,” Argus Webinar (Washington, D.C., July 2010)
- Speaker, “Understanding & Negotiating the 1992 and 2002 ISDA Master Agreements and the 1994 Credit Support Annex, and the Landscape for OTC Derivatives,” Marcus Evans Financial Markets Training Program (New York, July 2010)
- Speaker, Webinar: “Central Clearing of Interest Rate Swaps” (June 15, 2010)
- Speaker, “Developments in the Regulation of OTC Derivatives and Swap Dealers,” FIA 32nd Annual Law & Compliance Division Conference (April 28-30, 2010)
- Speaker, “A Preliminary Glimpse Over the Horizon—Disclosure Obligations in Possible New Regulatory Landscape for OTC Derivatives,” Futures Industry Association (FIA) Law & Compliance Conference (National Harbor, April 2010)
- Speaker, Webinar: Central Clearing – Questions and Answers from the Buy-Side Perspective (New York, April 25, 2010)
- Speaker, “Proposed Regulation for the OTC Derivatives Market—Implications for Enforcement,” American Conference Institute (ACI) Securities Regulation and Enforcement Conference (New York, March 2010)
- Speaker, “Negotiating ISDA Master Agreements and Related Credit Support Documents,” Presentation to Republic of Colombia Ministry of Finance (Bogota, December 2009)
- Speaker, “Proposed Regulation for the OTC Derivatives Market,” Sutherland Roundtable: Status Report on Pending Financial Reform—What Can We Expect in 2010 (Washington, D.C., December 2009)
- Speaker, “Understanding & Negotiating the 1992 and 2002 ISDA Master Agreements and the 1994 Credit Support Annex,” Marcus Evans Financial Markets Training Program (New York, November 2009)
- Speaker, “End-Users: Frequently Negotiated ISDA & CSA Documentation Issues,” Practising Law Institute’s Conference on the ABCs of Swaps & Other Derivatives in 2007 (New York, October 2009)
- Speaker, ABCs of Swaps & Other Derivatives (October 19, 2009)
- Speaker, Hedge Fund Roundtable (September 29, 2009)
- Speaker, “Developments in OTC Derivatives,” FIA 31st Annual Law & Compliance Division Workshop (May 13-15, 2009)
- Speaker, “Current OTC Issues for End-Users,” Futures Industry Association (FIA) Conference on the Regulation of Futures, Derivatives and OTC Products (National Harbor, May 2009)
- Speaker, Collateral and Liquidity – Lessons from “Black September” (April 2, 2009)
- Speaker, “Comments on the Current Credit Derivatives Market,” Thomson Reuters Webinar, The Derivatives Market: What Comes Next? (Washington, D.C., October 2008)
- Speaker, “Derivatives Documentation: Important Issues, Dealer and End-User Perspective,” Practising Law Institute’s Conference on ABCs of Swaps and Other Derivatives (New York, October 2008)
- Speaker, Webinar: “Examining Strategies and Best Practices for Managing Counterparty Risk” (New York, August 2008)
- Speaker, “Understanding and Negotiating the 1992 and 2002 ISDA Master Agreements and the 1994 Credit Support Annex,” Marcus Evans Financial Markets Training Program (New York, July 2008)
- Speaker, “Compliance Strategies for Maintaining Derivative Documentation,” Post-Conference Workshop for the American Conference Institute Annual Conference on Negotiating and Tailoring ISDA Master Agreements and Confirmations (New York, April 2008)
- Speaker, ACI’s Derivatives Boot Camp (November 2007)
- Speaker, “End-Users: Frequently Negotiated ISDA and CSA Documentation Issues,” Practising Law Institute’s Conference on the ABCs of Swaps and Other Derivatives, (New York, October 2007)
- Speaker, “Introduction to Credit Support Annex” and “Negotiating the Credit Support Annex (CSA)—Arms Control for ‘Financial Instruments of Mass Destruction’,” American Conference Institute’s Conference on Negotiating Counterparty Relationship Documents for Derivatives and Synthetic CDOs (New York, April 2007)
- Speaker, “OTC Developments Panel,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (San Juan, February 2007)
- Speaker, “Introduction to the ISDA Credit Support Annex—Risk is Neither Created Nor Destroyed—It is Just Transformed and Passed Around,” Kraft Foods Global, Inc. Senior Legal and Treasury Group (Chicago, July 2006)
- Speaker, “Introduction to the ISDA Master Agreements and the Credit Support Annex,” Pre-Conference Workshop for American Conference Institute’s Advanced Conference on Negotiating, Tailoring and Using the ISDA Master Agreements (New York, April 2006)
- Speaker, “Negotiating the Credit Support Annex (CSA)—Arms Control for ‘Financial Instruments of Mass Destruction’,” American Conference Institute’s Advanced Conference on Negotiating, Tailoring and Using the ISDA Master Agreements (New York, April 2006)
- Speaker, “Integrating Collateral and Credit Support Annex into the 1992 or the 2002 ISDA Master Agreement,” ACI’s Annual Advanced Conference on Negotiating, Tailoring and Using the ISDA Master Agreements (April 2006)
- Speaker, “ISDA Master Give-Up Agreement: Holy Grail for Hedge Funds or Just a Mirage?” Annual Meeting of the ABA Committee on Regulation of Futures and Derivative Instruments (San Juan, February 2006)
- Speaker, “Credit Derivatives – The Legal Landscape from 20,000 Feet,” Presentation to CoBank, ACB Treasury Management (Denver, February 2006)
- Speaker, “OTC Hot Issues,” New York City Bar’s Conference on the ABCs of Exchange-Traded & Over-the-Counter Derivatives (New York, December 2005)
- Speaker, “Negotiating the Credit Support Annex (CSA)—Arms Control for ‘Financial Instruments of Mass Destruction’,” American Conference Institute’s Advanced Conference on Negotiating, Tailoring and Using the 1992 and 2002 ISDA Master Agreements (New York, May 2005)
- Speaker, “Collateral and Credit Support,” American Conference Institute’s Advanced Course on Negotiating, Tailoring and Using the 2002 ISDA Master Agreement (New York, May 2004)
- Speaker, “High Risk Opportunities Fund Litigation,” ISDA Symposium on Litigation in the OTC Derivatives Markets (New York, March 2004)
- Speaker, “OTC Developments—Recent Litigation,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (Key West, February 2004)
- Speaker, “OTC Developments—The New 2002 ISDA Master Agreement,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (Key West, February 2003)
- Speaker, “What New Laws Are in the Pipeline and What Will Be Their Impact,” American Conference Institute’s “Post-Enron Guide to Legal and Business Considerations to Successfully Using OTC Derivatives” (New York, September 2002)
- Speaker, “OTC Documents and Risk Management,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (Coral Gables, February 2002)
- Speaker, “The Regulation of Bilateral Transactions and Commercial Markets,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (Key West, February 2001)
- Speaker, “Over-the-Counter Derivatives Issues,” Annual Meeting of ABA Committee on Regulation of Futures and Derivative Instruments (Key West, January 1999)
- Speaker, “Legislative, Regulatory, Legal and Tax Update Panel,” EUDA Third Annual Conference and Membership Meeting (Washington, D.C., April 1997)
- Speaker, “The Legal Framework Underlying the Derivatives Markets—The Big Picture,” EUDA Introduction to Derivatives (Washington, D.C., April 1997)
- Speaker, “Recent Developments and Emerging Issues in U.S.,” Infonex Conference on Control and Reporting Practices for Financial Risk Management (Toronto, March 1997)
- Speaker, “Concerns of End-Users of Derivatives,” PLI Swaps and Other Derivatives in 1996 (New York, October 1996)
- Speaker, “Emerging Issues for End-Users of Derivatives,” Federal Home Loan Banks Attorneys Conference (Boston, September 1996)
- Speaker, “Derivatives Sales Issues,” Futures Industry Association Law & Compliance Division 18th Annual Workshop (Baltimore, May 1996)
- Speaker, “Creative Investments and the Regulatory Environment,” The National Association of State Auditors, Comptrollers and Treasurers (NASACT) Conference on Financial Management (Washington, D.C., May 1996)
- Speaker, “The Legal Framework Underlying the Derivatives Markets—The Big Picture,” EUDA Introduction to Derivatives (Washington, D.C., April 1996)
- Speaker, “Derivatives Disclosure—How Should End-Users Respond to the Newly-Proposed SEC Disclosure Requirements,” “Insurance Regulatory Developments Affecting Derivatives and Litigation Update,” EUDA Second Annual Conference (Washington, D.C., April 1996)
- Speaker, “Current Derivatives Issues from an End User Perspective,” Great West Life Insurance Co. Seminar (Denver, June 1995)
- Speaker, “Roundtable on Sales Practice Standards for Derivatives,” Risk Management Center of Chicago (Chicago, June 1995)
- Speaker, “Review of Pending Derivatives Litigation Theories of Liability Underlying Various Complaints and Report on Regulatory Enforcement Actions,” EUDA First Annual Conference (Washington, D.C., February 1995)
- Speaker, “Role of Derivatives in Risk Management and Investment Why Derivatives Matter to End Users,” EUDA First Annual Conference (Washington, D.C., February 1995)
- Speaker, “Managing Risk in a Competitive Environment with Derivatives: Opportunities and Risks,” American Public Power Association 1994 Legal Seminar (Napa, November 1994)
- Speaker, “Threat of Litigation Against Banks by Derivatives Users, Shareholders,” Executive Enterprises Conference on Bank Derivatives and New Products (New York, October 1994)
- Speaker, “Regulation of Derivatives: Politics or Necessity Current Events and Other Reasons for (Over)Reaction,” Futures Industry Association Law and Compliance Conference (Baltimore, May 1994)
- Speaker, “Innovative Financing Options—Financial Products that Can Assist Cooperatives in Hedging or Altering Interest Rate and Other Risks,” National Rural Electric Cooperative Association Legal Seminar (Orlando, November 1993)
- Speaker, “Overview of Current Derivatives Market and Basic Swap Structures,” SAB Derivatives Seminar (Washington, D.C., September 1993)
- Speaker, “Counterparty Legal Risk Issues with U.S. Counterparties,” SAB Derivatives Seminar (Washington, D.C., September 1993)
- Speaker, “The Current Environment for Derivatives The Group of Thirty Report and its Implications,” SAB Derivatives Seminar (Washington, D.C., September 1993)
