Ellen P. Pesch

Partner


ELLEN PESCH is co-leader of the OTC Derivatives industry group at Sidley. Ellen has more than 19 years of experience representing capital market participants with respect to structuring, negotiating and documenting derivatives and structured finance transactions. She has represented clients in a wide variety of derivatives transactions ranging from interest rates, currencies, commodities and credit to total return, inflation, weather, catastrophic and mortality/longevity transactions. Ellen also has significant experience with the various Dodd-Frank regulatory issues as they impact the derivatives market, as well as the regulatory issues associated with the intersection of the insurance and derivatives markets.

Ellen has been recognized by clients and fellow lawyers nationally in the field of capital markets: structured products in Chambers Global (2011–2014), in capital markets: derivatives in Chambers Global (2015), and in capital markets: derivatives and structured products in Chambers USA (2010–2016). She is also recommended for structured finance in The Legal 500 US (2011–2013, 2015–2016) and is ranked in The International Who's Who of Insurance & Reinsurance Lawyers (2014 and 2015). She has also been appointed as an Advisor on Securities Law to the American Law Institute-American Bar Association Program Committee.

Experience

Ellen’s recent experience in energy-related transactions includes representing:

  • A domestic financial institution in the documentation and execution of interest rate swaps related to various renewable energy project finance transactions.
  • A domestic swap dealer in the documentation and execution of energy swap transactions with various exploration & production (E&P) companies which are cross-collateralized with reserves-based lending (RBL) facilities.
  • A foreign swap dealer in connection with its evaluation and strategy related to its loan and swap exposure to a distressed energy company.

Ellen’s recent experience in insurance-related transactions includes representing:

  • A foreign asset manager in connection with the documentation and execution of various catastrophe swaps and related cross-border regulatory issues.
  • Various swap dealers in the documentation and execution of various swap transactions related to mortality risk to hedge exposure to life insurance companies and related regulatory issues.
  • Securities Industry and Financial Markets Association (SIFMA) with respect to certain Dodd-Frank issues related to in the insurance-linked securities (ILS) market, including representation of SIFMA in various meetings with the CFTC and successfully obtaining no-action letter relief from certain commodity pool operator (CPO) regulatory requirements that affected the ILS market.
  • Various catastrophe bond (Cat Bond) issues and underwriters in connection with various Dodd-Frank regulatory issues and the related structuring and transaction documentation.

Ellen’s recent experience in structured finance- and regulatory-related transactions includes representing:

  • A foreign trading platform in connection with the implementation of its joint venture with a US-based exchange to offer in-bound and out-bound trading products to U.S. and non-U.S. customers and the related CFTC and SEC regulatory approvals.
  • Various swap dealers in the documentation and execution of interest rate swap transactions with various structured finance vehicles and related Dodd-Frank regulatory issues. Structured finance vehicles have included renewable energy project finance, auto loans, consumer finance and whole business securitization transactions.
  • An asset manager in connection with its review and execution of various Tender Option Bond (TOB) investments following structural changes mandated by the Volcker Rule.  
  • An asset manager in connection with its due diligence review and acquisition of a portfolio of swap transactions.
  • A foreign financial institution in connection with its termination of various swaps that it intermediated.
  • A domestic swap dealer on various Dodd-Frank and insurance regulatory issues related to its vendor protection and factoring products.
  • A foreign financial institution in connection with the CFTC regulatory issues related to its proposed acquisition of an operating Futures Commission Merchant (FCM).
  • An asset manager in connection with its negotiation and execution of a series of total return swaps (TRS) as a means of financing certain loan and debt investment transactions.
  • The International Swaps and Derivatives Association (ISDA) with respect to insurance insolvency netting opinions in multiple states for the benefit of ISDA’s membership. Also represented ISDA and the Futures Industry Association (FIA) in connection with the industry-wide renegotiation of the form Cleared Derivatives Execution Agreement (CDEA) which was jointly published by ISDA and FIA in response to regulatory changes mandated by the Dodd-Frank Act.  
  • Various parties in connection with disputes with Lehman Brothers regarding the termination of both direct swap transactions and swap transactions that were entered into with SPVs in which our clients were investors. 
  • A foreign financial institution in connection with a dispute and related litigation over a credit-linked note transaction with the investor.
Publications
  • “Regulators Adopt Margin Rules for Non-Cleared Swaps,” Futures and Derivatives Law Report, 2016 Thomson Reuters
  • Contributor, “Legal and Transaction Structure Developments in Insurance-Linked Securities,” a chapter authored by Michael Pinsel and Bobbi Anderson in the textbook Alternative (Re)insurance Strategies 2nd Edition, Edited by Morton Lane, 2012 Risk Books
  • “Uses of Derivatives in Finance and Structured Finance Transactions,” Derivatives: Legal Practice and Strategies, 2009 Aspen Publishers
  • “New Products: Total Return Swaps, Weather Derivatives, Catastrophe Derivatives and Other Emerging Instruments,” Derivatives: Legal Practice and Strategies, 2009 Aspen Publishers
Memberships & Activities

Ellen is an active participant in various committees of both the International Swaps and Derivatives Association (ISDA) and the Securities Industry and Financial Markets Association (SIFMA).

News & Achievements
Events

Ellen’s recent speaking engagements include:

  • ISDA, Understanding the ISDA Master Agreement, Negotiating the Schedule to the 2002 ISDA Master Agreement (New York, November, 2015)
  • Roundtable of Insurance Derivatives, NY Conference, Hot Topics in Derivatives for Life Insurers (New York, October, 2015)
  • New York City Bar Association, A How to Guide to Basic Derivatives, Swaps Clearing and Structured Products, Derivatives and Considerations Related to New Regulations (New York, January, 2015)
  • Osgoode Hall Law School – York University, The Osgoode Short Course Fundamentals of Derivatives, The ISDA Dodd-Frank Protocols (Toronto, May, 2014)
  • Sidley Austin LLP, A World of Changes in the Derivatives Market: Global Developments Affecting the Derivatives Industry, Sidley Austin LLP (New York, March 2014) 
  • Standard & Poor’s, 7th Annual Insurance Linked Securities Conference – An Update on Dodd-Frank and EMIR (London, September, 2013) 
  • ISDA, Current Issues in Derivatives Regulation with a Focus on ISDA Protocols, Mandatory Clearing: Status, Challenges, Future (Toronto, June 2013) 
  • SIFMA, Insurance & Risk-Linked Securities Conference, Dodd-Frank & Commodity Pools (New York, March 2013) 
  • LSTA, Unintended Consequences: What Dodd-Frank means for Syndicated Loans (Los Angeles and Chicago, May 2012) 
  • ISDA, Annual General Meeting, Documentation & Legal Panel (Prague, CZ, April 2011) 
  • SIFMA, Insurance & Risk-Linked Securities Conference, Legal & Regulatory Developments (New York, March 2011)