Practices

Michele (Miki) Navazio is a partner in Seward & Kissel’s Corporate Finance group, and chair of Seward’s Derivatives and Trading Practice Group. Miki advises buy-side clients in connection with complex derivatives and structured products, as well as regulatory issues and developments that affect derivatives market participants. His clients include a number of the world’s largest hedge funds and asset managers, as well as private equity firms, mutual funds, institutional investors and corporate end-users.

Miki regularly assists clients in structuring, documenting and negotiating an array of over-the-counter derivative instruments, structured products and repo facilities. These include complex derivatives such as credit default swaps and total return swaps that provide synthetic or leveraged exposure to underlying assets of all types, that provide regulatory capital relief to swap dealers and financial institutions (including VAR or liquidity coverage ratio trades), that serve as credit enhancement or other support for structured finance programs, or that otherwise constitute an alternative to direct investments in the securities, loans, commodities or other assets referenced in such derivatives. His experience in this area encompasses credit and equity derivatives, total return swaps (TRS) and TRS facilities, repurchase agreements (MRA/GMRA) and repo facilities, variance and volatility swaps, exotic OTC options, interest rate swaps, FX and commodity swaps (including those referencing digital currencies). Miki also advises buy-side market participants in negotiating ISDA master agreements and collateral arrangements, tri-party custody arrangements, prime brokerage, futures and swap clearing agreements, derivatives/PB intermediation, margin lock-up agreements, ABS forward transaction agreements (MSFTA) and securities lending agreements (MSLA/GMSLA).

Miki’s derivatives practice encompasses the Dodd-Frank Act and regulations related to both systemic and counterparty risk, swap margin, central clearing and execution of OTC derivatives, collateral segregation, reporting and compliance. He is currently advising clients on the SEC’s clearing mandate for US Treasury repo transactions, including the rules of the Fixed Income Clearing Corporation and related access issues and documentation. Miki continues to assist clients with the initial margin rules for uncleared swaps, addressing issues including documentation and negotiation of the 2018 Credit Support Annex for Initial Margin, SIMM and initial margin determinations, and collateral and custodial arrangements. Miki is a frequent speaker on derivatives regulation and documentation, and has been a featured panelist for a number of ISDA conferences addressing the swap initial margin regime and related documentation and negotiation concerns. Miki was also outside counsel to SIFMA’s Asset Management Group in connection with SIFMA AMG’s discussions with the Federal Reserve and the Bank of England relating to the bank resolution stay regime and its participation in the buy-side working group for the ISDA Resolution Stay Protocols.

Miki is currently advising the Alternative Investment Management Association working group on the SEC clearing mandate for US Treasury repo transactions. He is also a member of Seward & Kissel’s Blockchain and Cryptocurrency Group, advising clients on derivatives, trading, margin and custody issues related to digital assets.

Representative Experience

Miki’s recent engagements include advising:

  • The credit management unit of a large insurance firm in connection with a repo repack financing of a portfolio of commercial loans and bonds
  • The Alternative Investment Management Association working group on the SEC clearing mandate for US Treasury repo, as well as related rules of the Fixed Income Clearing Corporation
  • A major US credit investor in connection with a TRS referencing a bank repo line on Argentina government bonds
  • A large non-bank lender in connection with the CFTC Major Swap Participant rules
  • A prominent reinsurance company in connection with a credit-linked note referencing a portfolio of hedge fund credit facilities
  • A prominent US investment fund in connection with CDS referencing US sovereign debt.
  • A large mutual fund complex in the negotiation of Master Securities Forward Transaction Agreements (MSFTA) in connection with FINRA Rule 4210 amendments.
  • A major US credit fund in connection with the refinancing of a $750 million loan portfolio TRS using a European style CLO-light warehouse total return swap arrangement.
  • Several investment fund clients in connection with regulatory initial margin issues related to over-the-counter options trading, including facilitating discussions with CFTC staff.
  • A major US credit fund manager in relation to the restructuring of its CLO-style loan total return swap facilities.
  • The founder of a DeFi (decentralized finance) protocol in connection with a token-based margin lending product and related structure and documentation issues.
  • A large UK-based proprietary trading complex in relation to a full suite of trading documentation with a major prime broker and swap dealer.
  • A major US hedge fund in connection with margin (leveraged) trading and custody issues related to cryptocurrency.
  • A large US investment manager in structuring and negotiating a repo warehouse financing arrangement for a portfolio of PACE assets.
  • A major US hedge fund manager in structuring and negotiating a cash-settled total return swap warehouse facility referencing Indian securities.
  • A major US investment manager in connection with bespoke total return swap contracts providing synthetic exposure to LatinAm sovereign debt securities.
  • A large US hedge fund manager in connection with the sale of credit protection on a bond portfolio via a hybrid total return/credit default swap structure.
  • A major US hedge fund manager in the negotiation and drafting of a modified pay-as-you-go credit default swap VAR transaction on a portfolio of securitized student loans.
  • Several large US investment managers on compliance with the regulatory initial margin (IM) rules for uncleared swaps and related documentation and custody arrangements.
Publications
  • Author, “The SEC Approves Mandatory Clearing of Transactions in US Treasury Securities: Issues for the Buy Side to Consider,” Seward & Kissel (January 2024)
  • Author, “The Commission’s Proposal for a U.S. Repo Clearing Mandate: Issues for the Buy Side,” ISDA, September 2023 (published in connection with the ISDA/SIFMA AMG Derivatives Trading Forum New York)
  • Author, “US Regulatory Roundup 2023: Swap Data Reporting and Digital Assets,” DerivSource (June 5, 2023)
  • Contributing Author, “Practical Derivatives: A Transactional Approach, Fourth Edition,” in collaboration with Simmons & Simmons, Global Law and Business pub. (January 2023)
  • Author, “LIBOR Transition is Getting Real – UK FCA Announcement Triggers Index Cessation Event under ISDA 2020 IBOR Fallbacks Protocol and IBOR Fallbacks Supplement,” Seward & Kissel (March 9, 2021)
  • Co-Author, “IBOR Transition: A guide for Asset Managers,” in collaboration with Simmons & Simmons for the Alternative Investment Management Association (March 1, 2021)
  • Author, “Regulatory Initial Margin (IM) Requirements – Time to Get Ready,” Investment Adviser Association, IAA Newsletter (June 2019)
  • Author, “ISDA 2018 U.S. Resolution Stay Protocol: Should Fund Managers Adhere or Not?” The Hedge Fund Law Report (November 2018)
  • Co-author, “Federal Reserve Adopts Rule Requiring GSIBs to Amend QFC Transactions to Limit Termination Rights of Counterparties,” Futures and Derivatives Law Report (November 2017)
  • Co-author, “Master Securities Forward Transaction Agreement: Key Buy-Side Issues,” Futures and Derivatives Law Report (August 2015)

In addition to the above, Miki is often asked to contribute his views on important regulatory developments by prominent market publications.  The following are among articles in which he has recently been quoted:

  • FinOps Report, US Treasuries Central Clearing: Fund Managers’ Juggling Act in 2024 (December 23, 2023)
  • Pensions & Investments, “It’s near zero hour to meet new margin rules” (February 28, 2022)
  • The Wall Street Journal, “Finance Executives Look to Advance Libor Transition in 2021” (December 30, 2020)
  • Risk.net, “Margin Rules Snare FX Options Users” (December 15, 2020)
  • Bloomberg, “LIBOR Law Is Adrift in Albany and Wall Street Is Getting Nervous” (October 8, 2020)
  • Reuters, “Banks, borrowers neglect Libor plans in coronavirus maelstrom” (April 15, 2020)
  • Bloomberg, “Libor Exit Plans Set Up Showdown for Firms Versus Regulators” (April 14, 2020)
  • HFM Compliance, “Industry reacts to derivatives rule pushback” (July 30, 2019)
  • Risk.net, “Brexit Novations, ML and the failure of Alt Risk” (February 23, 2019)
  • Risk.net, “Buy-siders eye ways to get ahead of US resolution stay rules” (February 19, 2019)
Events

Miki is a frequent speaker on matters related to derivatives regulation and legal documentation. Recent speaking and conference engagements include:

  • Panelist, “Regulatory Changes Impacting Securities Financing”, Global Peer Financing Association, 2024 Annual Meeting (Newport Beach, CA, November 19, 2024)
  • Panelist, “What’s New in Derivatives Documentation,” ISDA Annual Legal Forum, International Swaps and Derivatives Association (New York, October 30, 2024)
  • Panelist, “ISDA Masterclass: Derivatives Documentation,” ISDA Symposium, International Swaps and Derivatives Association (New York, September 10, 2024)
  • Panelist, “ISDA Masterclass: Derivatives Documentation,” ISDA Symposium, International Swaps and Derivatives Association (New York, February 28, 2024)
  • Panelist, “SEC Proposals for the Treasury Market,” ISDA/SIFMA AMG Derivatives Trading Forum New York (New York, September 21, 2023)
  • Panelist, “The challenges of margining and margin lending using digital assets as collateral,” Seward & Kissel Blockchain Symposium: Navigating the Storm (Seward & Kissel, New York, May 4, 2023)
  • Panelist, “ISDA Masterclass: Derivatives Documentation,” ISDA Symposium, International Swaps and Derivatives Association (New York, January 31, 2023)
  • Panelist, “Understanding Core ISDA Documentation,” International Swaps and Derivatives Association (ISDA Virtual Conferences, New York, November 3, 2022)
  • Panelist, “Understanding Variation Margin (VM) Regulations and the 2016 ISDA Variation Margin Credit Support Documents,” International Swaps and Derivatives Association: regular panelist for recurring ISDA conference (New York, most recent conference February 23, 2022)
  • Panelist, “Documentation and Legal Aspects of Initial Margin Rule Implementation,” International Swaps and Derivatives Association (ISDA Virtual Conferences, New York, April 20, 2021)
  • Panelist, “IBOR Transition: A guide for Asset Managers,” Alternative Investment Management Association (AIMA Virtual Launch Event, New York/London, March 4, 2021)
  • Panelist, “Asia Risk: Margin Reform – Global Regulatory Landscape of IM,” Risk.net/Asia Risk (Risk.net Virtual Conference, New York/Hong Kong/Singapore, February 23, 2021)
  • Panelist, “Understanding the Next Generation of IM Documentation for Phase 5 Implementation and Beyond,” International Swaps and Derivatives Association (ISDA Virtual Conferences, New York, June 2, 2020)
  • Panelist, “Negotiation Strategies: Paragraph 13 of the 2018 Credit Support Annex for Initial Margin (IM),” ISDA Symposium, International Swaps and Derivatives Association (New York, February 27, 2020)
  • Panelist, “Understanding the Next Generation of IM Documentation for Phase 5 Implementation and Beyond,” International Swaps and Derivatives Association (New York, September 27, 2019)
  • Speaker, “The Future of Treasury and Portfolio Finance Management and their Differentiated Benefits – Implications of Initial Margin Regulations,” Hazeltree/Federated Investors, Panel Discussion (New York, June 4, 2019)
  • Panelist, “ISDA Master Agreement and Credit Support Annex:  Negotiation Strategies,” International Swaps and Derivatives Association (New York, May 22, 2019)
  • Speaker, “Non-Cleared Margin Rules,” MFA Chief Financial Officer Forum, Managed Funds Association (New York, November 8, 2018)
  • Panelist, “Understanding the Use of Derivatives in Structured Finance Transactions,” Managed Funds Association OTC Derivatives Forum, (New York, February 20, 2018)
  • Panelist, “Understanding and Negotiating the ISDA 2016 Credit Support Annex for Variation Margin (VM),” International Swaps and Derivatives Association (New York, May 18, 2017)
  • Panelist, “What to Expect for Derivatives Regulation in 2017”, Managed Funds Association OTC Derivatives Forum, (New York, March 30, 2017)
  • Panelist, “Making Sense of the EU Bank Recovery and Resolution Directive (BRRD) and Related Protocols for the Buy-Side”, Managed Funds Association OTC Derivatives Forum, (New York, March 30, 2017)
  • Panelist, “Roundtable: Uncleared Derivatives,” 2017 SIFMA FIA Asset Management Derivatives Forum (Laguna Beach, CA, February 8, 2017)
  • Panelist, “Negotiating the Schedule to the 2002 ISDA Master Agreement,” International Swaps and Derivatives Association (New York, June 8, 2016)
  • Panelist and conference creator, “Managing Counterparty Risk in 2016 and the Future: Current Issues for Risk Managers and Legal Practitioners,” International Swaps and Derivatives Association (New York, March 1, 2016)
  • Panelist, “Special Resolution Regimes,” 2016 SIFMA FIA Asset Management Derivatives Forum, (Laguna Beach, CA, February 4, 2016)
  • Panelist, “Understanding Collateral Arrangements and the ISDA Credit Support Documents,” ISDA: Regular panelist for recurring ISDA conference (New York, most recent conference January 28, 2016)
  • Moderator, “Client Segregation & LSOC Panel,” SCI (Structured Credit Investor) 3rd Annual OTC Derivatives Seminar (New York, October 19, 2012)