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The Use of Agreements in Financial Markets

Introduction​

Financial transactions consist primarily of agreements between parties to make future payments or deliveries to each other. To ensure performance, those agreements typically take the form of legally enforceable contracts, which the parties record in writing to minimize potential future disagreements.

It is common practice in some markets for different aspects of these agreements to be recorded in different documents, most commonly dividing those terms that exist at the trading relationship level (e.g. credit risk monitoring and collateral) from those at the transaction level (the economic and risk terms of individual transactions). Relationship agreements and individual transaction level documents are often called "master agreements" and "confirmations" respectively, and multiple confirmations may be linked to a single master agreement.

Both the relationship and transaction level documents may be further divided into those parts that are standard for the relevant market, which may exist in a pre-defined base form published by a trade association or similar body, and those that are more bespoke and agreed by the specific parties. The standard published forms may anticipate that the parties will choose from pre-defined elections in a published form, or create their own bespoke amendments.

The ISDA Master Agreement is an internationally recognised document which is used to provide certain legal and credit protection for parties who enter into OTC derivatives. Similarly, the ISLA Global Master Securities Lending Agreement (GMSLA) is the market standard documentation used for parties entering into securities lending agreements. Parties that execute agreements are expected to have bi-lateral Master Agreements with each other that cover an agreed range of transactions. Accordingly in the CDM each transaction can be associated with a single master agreement, and a single master agreement can be associated with multiple transactions.

For OTC derivatives there are sets of credit support documentation which parties may enter into as part of Master Agreement to contain the terms on which they will exchange collateral. Collateral provides protection to a party against the risk that its counterparty defaults and fails to pay the amount that it owes on default. The risk of loss in this scenario is for the current cost of replacing the defaulted transactions (for which margin is called "variation margin") and the risk of further loss before the default can be closed out (called "initial margin" or "independent amount").

There are several different types of ISDA credit support document, reflecting variation and initial margin, regulatory requirements and terms for legal relationships under different legal jurisdictions. The key components of the suite of credit support documents are summarized below:

  • Credit Support Annexes (CSAs) exist in New York, English, Irish, French, and Japanese law forms. They define the terms for the provision of collateral by the parties in derivatives transactions, and in some cases they are specialized for initial margin or variation margin.
  • Credit Support Deed CSD (CSD) is very similar to a CSA, except that it is used to create specific types of legal rights over the collateral under English and Irish law, which requires a specific type of legal agreement (a deed).
  • The Collateral Transfer Agreement and Security Agreement (CTA and SA) together define a collateral arrangement where initial margin is posted to a custodian account for use in complying with initial margin requirements. The CTA/SA offers additional flexibility by allowing parties to apply one governing law to the mechanical aspects of the collateral relationship (the CTA) and a different governing law to the grant and enforcement of security over the custodian account (the SA).

Note: For users of the ISLA GMSLA the details of the collateral schedule are included as an annex to the document itself.

In the CDM and in this user documentation, legal agreement refers to the written terms of a relationship-level agreement, and contract refers to the written terms defining an executed financial transaction.

The CDM provides a digital representation of the legal agreements that govern transactions and workflows. The benefits of this digital representation are summarized below:

  • Supporting marketplace initiatives to streamline and standardise legal agreements with a comprehensive digital representation of such agreements.
  • Providing a comprehensive representation of the financial workflows by complementing the trade and lifecycle event model and formally tying legal data to the business outcome and performance of legal clauses. (e.g. in collateral management where lifecycle processes require reference to parameters found in the associated legal agreements, such as a Credit Support Annex).
  • Supporting the direct implementation of functional processes by providing a normalised representation of legal agreements as structured data, as opposed to the unstructured data contained of a full legal text that needs to be interpreted first before any implementation (e.g. for a calculation of an amount specified in a legal definition).

The scope of the CDM legal agreement model includes a generic Master Agreement Schedule representation, as well as all of the types of ISDA credit support documents. The legal agreement model is explained below, including examples and references to these types of documents.

The topics covered in this section are listed below:

  • Modelling Approach
  • Legal Agreement Data Structure
  • Linking Legal Agreements to contracts

Modelling Approach​

Scope​

The legal agreement model in the CDM comprises the following features:

  • Composable and normalised model representation of legal agreements. The terms of an agreement can be defined by identification of the published base document, and the elections or amendments made to that base in a specific legal agreement. There are distinct versions of the published agreements for jurisdiction and year of publication, but the set of elections and amendments to those base agreements often belong to a common universe. Therefore, the CDM defines each of these terms in a single location, and allows for the representation of a specific legal agreement by combining terms where appropriate. The following legal agreements are supported in the CDM:

    Master Agreement Schedule

    • Master Agreement Schedule supporting the representation of industry standard or bespoke documentation (e.g. ISDA Master 2002, ISLA GMSLA 2010)

    Initial Margin Agreements

    • ISDA 2016 Phase One Credit Support Annex ("CSA") (Security Interest -- New York Law)
    • ISDA 2016 Phase One Credit Support Deed ("CSD") (Security Interest -- English Law)
    • ISDA 2016 Phase One CSA (Loan -- Japanese Law)
    • ISDA 2016 ISDA-Clearstream Collateral Transfer Agreement ("CTA") (New York law and Multi Regime English Law) and Security Agreement
    • ISDA 2016 ISDA-Euroclear CTA (New York law and Multi Regime English Law) and Security Agreement
    • ISDA 2018 CSA (Security Interest -- New York Law)
    • ISDA 2018 CSD (Security Interest -- English Law)
    • ISDA 2019 Bank Custodian CTA and Security Agreement (English Law, New York Law)
    • ISDA 2019 ISDA-Clearstream CTA and Security Agreement (Luxembourg Law -- Security-provider or Security-taker name)
    • ISDA 2019 ISDA-Euroclear CTA and Security Agreement

    Variation Margin Agreements

    • ISDA 2016 CSA for Variation Margin ("VM") (Security Interest - New York Law)
    • ISDA 2016 CSA for VM (Title Transfer -- English Law)
    • ISDA 2016 CSA for VM (Loan -- Japanese Law)
    • ISDA 2016 CSA for VM (Title Transfer -- Irish Law)
    • ISDA 2016 CSA for VM (Title Transfer -- French Law)

  • Composable and normalised model representation of the eligible collateral schedule for initial and variation margin into a directly machine readable format.

  • Linking of legal agreement into a trade object through the CDM referencing mechanism.

  • Mapping to ISDA Create derivative documentation negotiation platform : Synonyms identified as belonging to ISDA_Create_1_0 have been defined to establish mappings that support automated transformation of ISDA Create documents into objects that are compliant with the CDM.

    • The mapping between the two models through the use of Synonyms validated that all the necessary permutations of elections and data associated with the supported agreements have been replicated in the CDM
    • Ingestion of JSON sample files generated from ISDA Create for samples of executed documents has been implemented to demonstrate this capability between ISDA Create and the CDM.
    • More details on Synonyms are provided in the Mapping (Synonym) section of this document.

Note: The CDM supports the ISDA CSA for Variation Margin, but this document is not yet represented in ISDA Create - the CDM representation of this document is tested with alternative external sample data.

Design Principles​

The key modelling principles that have been adopted to represent legal agreements are described below:

  • Distinction between the agreement identification features and the agreement content features
    • The agreement identification features: agreement name, publisher (of the base agreement being used), identification, etc. are represented by the LegalAgreementBase type.
    • The agreement content features: elections and amendments to the published agreement, related agreements and umbrella agreement terms are represented by the AgreementTerms.
  • Composite and extendable model.
    • The Legal Agreement model follows the CDM design principles of composability and reusability to develop an extendable model that can support multiple document types.
    • For instance, the LegalAgreementBase data type uses components that are also used as part of the CDM trade and lifecycle event components: e.g. Party, Identifier, date.
  • Normalisation of the data representation
    • Strong data type attributes such as numbers, Boolean, or enumerations are used where possible to create a series of normalised elections within terms used in legal documentation and create a data representation of the legal agreement that is machine readable and executable. This approach allows CDM users to define normalised elections into a corresponding legal agreement template to support functional processes.
    • In practice the use of elections expressed in a string format has been restricted, as the string format is generally unsuitable for the support of standardised functional processes.

The components of the legal agreement model specified in the CDM are detailed in the section below.

The LegalAgreement data type represents the highest-level data type for defining a legal agreement in the CDM. This data type extends the LegalAgreementBase, which contains information to uniquely identify an agreement. There are three non-inherited components to LegalAgreement, as shown in the code snippet below:.

type LegalAgreement extends LegalAgreementBase:
  [metadata key]
   [rootType]
  agreementTerms AgreementTerms (0..1)
  relatedAgreements LegalAgreement (0..*)
  umbrellaAgreement UmbrellaAgreement (0..1)

The LegalAgreementBase, UmbrellaAgreement, and AgreementTerms are defined in the following sections.

Agreement Identification​

The CDM provides support for implementors to uniquely identify a legal agreement solely through the specification of the agreement identification features, as represented in the LegalAgreementBase abstract data type, which is illustrated below:

type LegalAgreementBase:
  agreementDate date (0..1)
  effectiveDate date (0..1)
  identifier Identifier (0..*)
  legalAgreementIdentification LegalAgreementIdentification (1..1)
  contractualParty Party (2..2)
   [metadata reference]
  otherParty PartyRole (0..*)

As indicated by the cardinality for the attributes in this data type, all legal agreements must contain an agreement date, two contractual parties, and information indicating the published form of market standard agreement being used (including the name and publisher of the legal agreement being specified in the agreementIdentification attribute). Provision is made for further information to be captured, for example an agreement identifier, which is an optional attribute.

Related agreements attribute is used to specify any higher-level agreement(s) that may govern the agreement, either as a reference to such agreements when specified as part of the CDM, or through identification of some of the key terms of those agreements.

Note: The LegalAgreementType attribute is used to map related agreement terms that are embedded as part of a transaction message converted from another model structure, such as FpML. For example, this attribute may reference an ISDA Master Agreement, which is not modelled or mapped in the CDM LegalAgreement data type.

Umbrella Agreement​

UmbrellaAgreement is a data type used to specify the applicability of Umbrella Agreement terms, relevant specific language, and underlying entities associated with the umbrella agreement.

The below snippet represents the UmbrellaAgreement data type.

type UmbrellaAgreement:
  isApplicable boolean (1..1)
  language string (0..1)
  parties UmbrellaAgreementEntity (0..*)

Agreement Content​

AgreementTerms is used to specify the content of a legal agreement in the CDM. There are two components to agreement terms, as shown in the code snippet below:

type AgreementTerms:
  agreement Agreement (1..1)
  clauseLibrary boolean (0..1)
  counterparty Counterparty (2..2)

The following sections describe each of these components.

Agreement​

Agreement is a data type used to specify the individual elections contained within the legal agreement. It contains a set of encapsulated data types, each containing the elections used to define a specific group of agreements.

type Agreement:
  creditSupportAgreementElections CreditSupportAgreementElections (0..1)
  collateralTransferAgreementElections CollateralTransferAgreementElections (0..1)
  securityAgreementElections SecurityAgreementElections (0..1)
  masterAgreementSchedule MasterAgreementSchedule (0..1)
  transactionAdditionalTerms TransactionAdditionalTerms (0..1)
  condition: one-of

Counterparty​

Each counterparty to the agreement is assigned an enumerated value of either Party1 or Party2 through the association of a CounterpartyRoleEnum with the corresponding Party. The CounterpartyRoleEnum value is then used to specify elections throughout the rest of the document.

enum CounterpartyRoleEnum:
  Party1
  Party2
type Counterparty:
  role CounterpartyRoleEnum (1..1)
  partyReference Party (1..1)
   [metadata reference]

The modelling approach for elective provisions and the master agreement schedule are explained in further detail in the corresponding sections below.

Election Provisions​

Election provisions are the detailed terms of agreement for specific legal documents.

In many cases the pre-printed clauses in legal agreement templates offer pre-defined elections that the parties can select. In these cases, the clauses are explicitly identified in the agreement templates, including the potential values for each election (e.g. an election from a list of options or a specific type of information such as an amount, date or city).

Due to the domain and document specific nature of election provisions, the clauses and applicable values are currently not included in the CDM. However, there are extensions to the CDM available that can provide declarative types for specific documents.

For example, the ISDA Foundations model - which is available to all ISDA members upon request - can be used to represent the ISDA Credit Support Annexes. To gain access to ISDA Foundations please send an email to: cdminfo@isda.org

Master Agreement Schedule​

Legal documentation is required to describe the contract between parties on every transaction. The structures under the MasterAgreementSchedule have been created to be domain agnostic, and generic enough to describe any industry standard or bespoke master agreement.

The types and datapoints that have been defined are loosely based upon the use of a Clause Library. A Clause Library extracts the business outcomes from a legal document and allows them to be expressed without having to include the actual legal text or terminology from the agreement within the CDM itself.

The CDM supports the representation of legal agreement clauses with their associated election criteria. These additional criteria include clause variants and any variables that are required to define the elections agreed upon for that clause.

The model uses clause and variant identifiers to reference textual data that is held outside of the model itself. The identifiers themselves can be defined by the publisher of a legal document.

Clause​

The MasterAgreementSchedule is where the details of the master agreement are defined. This is made up of a list of the clauses that make up that agreement. Each clause must have at least one variant associated to it.

type MasterAgreementSchedule:
    clause MasterAgreementClause (1..*)

The clause allows a list of clauses to be represented, with each element in the list representing a single clause in the agreement. Each clause has the following data that can be defined for it.

type MasterAgreementClause:
    identifer MasterAgreementClauseIdentifierEnum (1..1)
    name string (0..1)
    counterparty CounterpartyRoleEnum (0..2) 
    otherParty PartyRoleEnum (0..*) 
    variant MasterAgreementClauseVariant (1..*)

Note: Currently the clause identifers are presented as an enumerated list. This is to give the publisher of a master agreement a level of control over the clause defintion in the model. A more flexible approach to how clauses can be identifed will be introduced in a future enhancement to this area.

Variant​

The variant type is held under a clause and contains the elections defined for the variant that has been selected for this clause. Note that it is also possible that a clause can reference multiple variants.

type MasterAgreementClauseVariant: 
    identifier MasterAgreementVariantIdentifierEnum (1..1) 
    name string (0..1) 
    counterparty CounterpartyRoleEnum (0..2) 
    otherParty PartyRoleEnum (0..*) 
    variableSet MasterAgreementVariableSet (0..*)

Note: Variant identifiers are presented using an enumerated list, in the same way that clause identifers are defined. This allows the publisher of a document to associate variants to a clause. This approach will also be revisited in a future enhancement.

Variables​

Variables are additional data required to define the criteria of an election. These can be defined in the variableSet element of a variant.

Variables are presented as a name/value pair, where the name of the variable and its value can be set. Note that variable names should match the names as defined in the agreement documentation or Clause Library that represents that agreement.

type MasterAgreementVariableSet: 
    variableSet MasterAgreementVariableSet (0..*) 
    name string (0..1) 
    value string (0..1)

The MasterAgreementVariableSet also includes a reference to itself. This allows tables of values rather than just single values to be entered for a clause variant. To prevent anything deeper than a table of data to be represented (i.e. columns and rows) a condition has been added to only allow two levels of nesting.