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In this backgrounder the JC will look deeply into what is the basic point of an {{isdama}}. What does it do, why do you need one, and why can’t you just crack on and trade swaps without all this dusty paperwork?
{{drop|I|n which the}} into the point of an ISDA Master Agreement. What it does, why you need one, and why you can’t just crack on and trade swaps without one.


Now this might seem like pocket-calculator stuff to you, my seasoned veterans, but it never hurts to stop and ponder the ostensibly bleeding obvious.  
This might seem like pocket-calculator stuff to you, my seasoned veterans, but it never hurts to stop and ponder the ostensibly bleeding obvious. Going back to basics is bracing for the spirit.  


Going back to basics is bracing for the spirit. The JC encountered his first {{aies}} fully thirty years ago now — shout out to the GFF — and is still finding things out about it. Plenty did, as he prepared this essay.
The JC encountered his first [[Aïessdiyé]] a good thirty years ago now — shout out to GFF, still at it, down in the southern wilds — and is still discovering new things about it every week.


====On becoming a shibboleth====
===On becoming a shibboleth ===
Through habit and inattention, we work ''around'' the [[easance]]s<ref>Yes, the JC made this word up. Think of it most nearly as the opposite of a nuisance.</ref> we once made to our [[built environment]]. What started out as a the shortest route to market can, through acquiescent disregard, become its own shibboleth: an ''obstacle'' on the road to transaction.  
Through bad habits and inattention, humans tend to work ''around'' the [[Easance|easances]]<ref>Yes, the JC made this word up. Think of it most nearly as the opposite of a nuisance.</ref> we once made to our “built environment”.  


So it is with the {{isdama}}. Once precisely a [[easance]] — an artefact for quickly tidying up and dispensing with formalities it would be laborious to repeat for every trade — it became a mountain of its own. Sure, you only need to climb it, from the bottom, once, that has become a three-month operation. You do not scale an ISDA master agreement the way Alex Honnold scales El Cap. You must take the entire modernist machinery of your institution with you.  
So it is with the [[ISDA Master Agreement]]. What started as the shortest route to market can, through acquiescent disregard, become a shibboleth: a ''hindrance'' on the road to transaction.


There are those who miss the good old days. Once the aggravation of a “long-form confirmation” was the mischief an ISDA was designed to solve. Where bank legal departments have not legislated outright against them — most have, long since — the temptation now is to ask “must we really have an ISDA? Would not a [[long-form confirmation]] do? There other good reasons for a master agreement, as we will see, but none of these necessitate the operation machinery that has grown around the ISDA.  
Once precisely an [[easance]] — an artefact for quickly tidying up and dispensing with formalities it would be laborious to repeat for every trade — the ISDA became a mountain of its own. Sure, you only need to climb it, from the bottom, once — but that has become a three-month operation. Nor do you scale an ISDA master agreement the way {{Plainlink|https://films.nationalgeographic.com/free-solo|the way Alex Honnold scales El Capitan}}, brave and alone, an [[Morgenröte|aeronaut of the spirit]]. You must take the entire modernist machinery of your institution with you. KYC. AML. Compliance. Credit. The docs team. And, of course, dear old Legal.


This is how the [[military-industrial complex]] of agency operates: it shapeshifts to create work to occupy the available rent.<ref>see the [[eighteenth law of worker entropy]]. Remind me to do an article on the [[rent carrying capacity]] of financial services.</ref>
Once, the aggravation of a “[[long-form confirmation]]” was the mischief the ISDA should to solve. Some miss the good old days. Where bank Legal departments have not legislated outright against them — most have, long since — the temptation now is to ask, “Must we have an ISDA? Would not a [[long-form confirmation]] do?


====The three aims of an ISDA====
There are other good reasons for a master agreement, as we will see, but none necessitates all the bureaucratic machinery that has grown around the ISDA. This is how the [[military-industrial complex]] of agency operates: it shapeshifts to create work to occupy the available rent.<ref>see the [[eighteenth law of worker entropy]]. Remind me to do an article on the [[rent carrying capacity]] of financial services.</ref>
The {{isdama}} is a framework under which two “[[counterparties]]” can transact [[over-the-counter]] derivatives — mainly, but not only, [[swap]]s. Besides its original appeal as an [[easance]] the ISDA has three main aims: it is a [[relationship contract]]; a [[Credit risk mitigation|credit risk management tool]], and a [[capital optimisation]] tool.


===== Relationship contract =====
==The three aims of an ISDA==
[[File:Wedding.jpg|250px|thumb|right|A relationship contract, yesterday.]]
{{drop|T|he [[ISDA Master Agreement]]}} is a framework under which two “[[counterparties]]” can transact [[over-the-counter]] derivatives — mainly, but not only, [[Swap|swaps]]. Besides its original appeal as an [[easance]], the ISDA has three main aims: it is a [[relationship contract]]; a [[Credit risk mitigation|credit risk management tool]], and — for those who need it — a capital optimisation tool.
Firstly, the Master Agreement is a [[relationship contract]]: an agreement sealing a pact of amity and good dealing between two strangers in the jungle. It is, of sorts, a peace treaty: it establishes basic terms between the parties upon which they may deal, reciting their aspirations, outlining their cultural idiosyncrasies and behavioural red lines, and dealing with housekeeping matters like contact details, account numbers and authorised agents, and generally gathering up all the manifold dreary details needed to ease the experience of transacting with each other. 
 
The Master Agreement does not itself create any obligations or liabilities. It does not commit anyone to any Transaction. Therefore, curiously, it does not provide ''at all'' for termination without fault on notice. While no Transactions are on foot, the ISDA doesn’t ''do'' anything: it just provides an ''architecture'': walls within which parties may safely play; a roof beneath which they may comfortably dance ''if they both feel like it''. If they don’t, no one says they have to. You can’t actually, terminate an ISDA. Even total close-out doesn’t terminate the master agreement. If your relationship ceases — should your pact break down — the ISDA just lies there, fallow, like a seed in the desert awaiting rain.<ref>This is, indeed, the premise of [[Muriel Repartee]]’s Z-Grade [[Fi-Fi]] schlock horror [[ISDA: Dawn of the Dead]].</ref>
 
In that an ISDA is painful to put in place — if it only takes a couple of months you have done well — it is also a [[commitment signal]]. It shows you care enough to engage in the painstaking process of working up “[[strong docs]]”.
 
If the counterparties do decide to dance, they agree economic terms of a {{isdaprov|Transaction}} and sign a {{isdaprov|Confirmation}} that sets out those terms and inherits the remaining terms of their ISDA.
 
===== Risk management=====
Secondly, once the parties ''have'' decided to dance, the ISDA is a [[Credit risk management|risk management]] tool. The risks of an ISDA are largely, but not entirely, credit-related.
 
The ISDA gives each party the rights it needs to manage and reduce its [[credit exposure]] to ''the other party'' as a result of all this derivatives trading. These include {{isdaprov|Credit Support}} and [[Close-out Amount - ISDA Provision|Close-out]] rights.
 
{{isdaprov|Credit Support}} may comprise margin “posted” by the counterparty against its own exposure, or [[guarantee]]s, [[keep-well]]s and [[letters of credit]] provided by third parties on its behalf. This leads to an amount of fuss pottery in the agreement: should credit triggers that catch the counterparty’s own deteriorating prospects key off credit support deteriorations too? In a basic sense, yes, obviously — but should the failure of an unaffiliated arm’s length credit insurer be grounds for immediate closeout, or just on notice, should the insurer not quickly be replaced?<ref>I mean, ''could'' a monoline credit insurer present a systemic risk to the financial system? Don’t answer that.</ref>
 
{{isdaprov|Events of Default}} and {{isdaprov|Termination Events}} entitle you to [[close out]] {{isdaprov|Transactions}} early, should your counterparty ''not'' perform (or should its creditworthiness deteriorate in oblique ways your credit department believes increase its risk of not performing).
 
Most Events of Default and Termination Events, therefore, address that credit deterioration, but not all: some deal with other externalities — [[change in law]], [[force majeure]], [[Tax|adverse tax]] — that don’t directly affect either party’s credit position.
======Expected events and tail events======
We can, in any case, distinguish between “expected events” and “[[tail events]]”.
 
“Expected events” are welcome: we assume these explicitly, by entering the Transaction. They are economic events that may happen to the instruments [[underlier|underlying]] our Transaction. If they do not turn out as we hoped, we have no complaint: that was the bargain we struck. 
 
Expected events tend to be particularised, delimited and finely detailed. They need to be: they directly affect what you pay or receive under the Transaction, so their articulation must be exact. Interestingly, their documentation is generally left to trading and operations staff, not legal staff. Their drafting conventions have been tested to destruction over thirty years. The rate of outright dispute on the meaning of trade terms in confirmations is generally low, and their resolution is typically quick and pragmatic. Lessons are learned: trade terms winnow themselves down to the genuinely critical over time.
 
“Tail events” are the externalities: things that might get in the way of you enjoying the financial risk and reward of the expected events.
 
These events tend to be easy to foresee in ''general'' but impossible to predict in particular, precisely because they are rare, unwanted, and by nature present themselves where no-one happens to be looking. If your counterparty blows up or is nationalised, embargoed or sanctioned. If the law changes and makes the contract illegal or less valuable. If the Great King of Terror descends from the skies in a flaming chariot, etc.<ref>The arrival of the Great King of Terror is a ''bad'' tail event: there is nothing you can really do to mitigate it. Best not write a swap on it.</ref>
 
Articulation of tail risks is usually done by legal or — under legal’s careful supervision, the negotiation team. The language is baroque, sweeping and infrequently tested. Where it is tested, by the courts, after times of crisis — it often turns out not to work as expected.<ref>Almost the entire international jurisprudence on section 2(a)(iii) arises from the Lehman collapse.</ref>
====Division of labour====
In any case there is a functional division of labour between the Master Agreement, under which you generally''minimise and mitigate'' [[tail risks]] that probably won’t happen, and the {{isdaprov|Confirmation}}, under which you precisely ''describe'' and ''allocate'' (but do not ''reduce'', as such) risks that definitely will.<ref>This not, ah, a [[Bright-line test|bright-line distinction]], but it is a good rule of thumb. You might put some asset-specific “tail risk” Termination Events in the Confirmation, but for the most part you try to get them all into the Master Agreement.</ref>
 
So the {{Isdama}} provides a sort of “end of days” protection for the [[tail event]]s that could upset your Transactions. If a Confirmation is the GPS, the Master Agreement is the seatbelts, airbags or those inflatable slides on a plane that turn into life rafts when it crash lands on water: something we ''want'', but hope we never ''need''.
 
We are loss-averse: we tend to spend far more time and resources than is rational preparing for apocalyptic risks.
 
The dividend of all this conceptual haggling, if done well, is a mythical contractual [[utopia]], beloved of senior [[credit officer|credit officers]] but poorly understood by anyone else, of “[[strong docs]]”. Anyway, I digress.
 
===== Capital optimisation=====
Thirdly, the ISDA Master is carefully designed to yield a specific [[regulatory capital]] treatment for those financial institutions who are sensitive to such things.
 
Ninja point: it may look like it, but ''capital optimisation is not the same as credit risk management''. As a matter of fact, it is the ''converse'': capital management addresses the period ''until'' a counterparty credit loss actually happens, defining the minimum capital a [[dealer]] must hold to ride out the credit loss following a counterparty default.
 
Whereas credit mitigation comes into play when a counterparty has defaulted, capital optimisation works during the period beforehand. Once a counterparty has defaulted, your capital calculation is of no further use: you just hope it was enough. It makes no difference to the size of your loss; only your ability to ''wear'' it. In this way, capital optimisation is  ''own'' credit risk management: it ensures that ''when'' your counterparty blows up, it doesn’t take your arms and legs with it.
 
Capital management is, therefore, also an “expected event” a tool for managing “expected events” and not “tails events” as such because it has a daily direct impact on the bank’s risk weighting calculations, and therefore how much capital the bank is allowed to put at risk. It is a cost management tool, not a risk management tool, that is to say.
 
The principal tool for managing the capital cost of a swap master agreement is [[close out netting|close-out netting]].  
 
Derivatives are odd contracts. They are inherently levered, and therefore extremely volatile. They have large notional values, but, usually, much lower [[mark-to-market]] values. An “at-market” swap<ref>Almost all swaps start off “at-market”. Starting off the market implies a one-way initial payment under the Transaction, by way of premium, to the party who starts “out-of-the-money”. Otherwise, it would be economically irrational to enter into the Transaction.</ref> starts with zero exposure, either way, and thereafter can fluctuate in either direction. Compare this with a traditional loan, where the transaction starts with an exposure equal to its notional amount — lender goes “in the money”, borrower “out-of-the-money” — and the value of the loan to the lender then fluctuates narrowly around that notional amount (to account for accrued interest, changing interest rates, and the borrower’s changing credit profile) until it is all repaid, in one go, at maturity. There is no scenario in which the lender owes the borrower. The loan covenants reflect this. The exposure profile of a swap is very different.
 
The raw market exposure of a portfolio of swap transactions can, thus, be huge compared with the original capital committed (i.e. zero): the total of all your [[out-of-the-money]] positions, which you can assume you must perform, versus all collateral you hold, which you should assume you will be required to return.
 
If you can treat that overall total exposure as the net sum of the offsetting positive and negative exposures — especially where the bank also requires [[variation margin]]<ref>Though VM has its dark nemesis: see our essay [[when variation margin attacks]].</ref> — the capital requirement is much more manageable — on margined trades, net mark-to-market exposure is reset to zero every day. The capital calculation on that is extremely complicated, but this offsetting effect is powerful. It would be a whole lot higher if you couldn’t take account of close out netting.
 
The “standard of proof” for “netting down” Transaction exposures is also huge: regulations require banks to obtain an external [[netting opinion|legal opinion]] that the netting contract actually ''[[Would-level opinion|will]]'' — not just ''should'' — work.  This is a “beyond reasonable doubt” sort of standard. By contrast, when setting a “[[credit line]]” the credit department is not directly constrained.<ref>As ever, our old friend [[Credit Suisse|Lucky]] provides a great example. During [[Archegos]] the risk team repeatedly changed the applicable risk model to something more benign so they could continue to trade.</ref>
 
There was once a time where the credit team might take a more lenient view for credit risk management purposes than the treasury team could for capital purposes. As the global financial crisis wore on, this sort of cavalier “[[IBGYBG]]” attitude gave way to a new austerity and credit teams started to think the better of it. (It probably didn’t make a lot of difference, really: you can make your credit line as big as you like, but if you have to gross your exposures for capital purposes you won’t be competitive in the market).
 
====Qualities of a good ISDA====
=====Clear=====
The many purposes of the ISDA, most deal with the present (such as the availability of netting) or the past (reps, warranties and conditions to transacting), but only one deals with the future. The credit terms. These will only come into serious contemplation at times of ''extreme stress''. The market’s, your management’s and ''yours''. The more the firm stands to lose, the more extreme circumstances are likely to be. Your management will certainly be going mad — take that for granted — but likely so will the market, and quite possibly the geopolitical situation too. All kinds of people will be doing inexplicable things. Your customers will be AWOL. Bank chief executives won't be answering each other’s calls. Prime ministers will be ordering overseas embassies to max out their credit cards. The central bank will be ordering people to lowball LIBOR.
 
We do not imagine that, when they crafted its close out mechanics, the ’squad had the wider general ambiance in which the ISDA’s s last-resort rights would be exercised. They can't have. We suppose they contemplated the close out urge coming upon the responsible credit officer, in isolation, at a time of beatific placidity. That there would be time and space to consider and quietly contemplate what must be done, perhaps with a frisson of regret for the poor customer whom one is letting down.
 
Rest assured, it will not be like that. There will be multiple counterparty failures at once. All kinds of things will be stretching your attention, and your management's. Even among those who had them in the first place, patience and a sense of humour will be in short supply. People — many, many people — will want short, clipped answers to different questions they are all shouting at you at once. If you even understand the question, the last thing anyone wants to hear by way of answer is, “it’s complicated ” or God forbid, “the contract is not clear.”
 
This, we think — and we applied to say the JC seems to be on his own are about this one — recommends short, clear, plane, and blunt termination events addressing only generally catastrophic circumstances. The reality is that most of these are embedded in the pre-printed form of the isd master agreement itself. Do not mess around with these, and try to resist the temptation to unnecessarily augment them.
 
=====Consistent=====
=====Simple=====

Latest revision as of 15:25, 3 February 2024

In which the into the point of an ISDA Master Agreement. What it does, why you need one, and why you can’t just crack on and trade swaps without one.

This might seem like pocket-calculator stuff to you, my seasoned veterans, but it never hurts to stop and ponder the ostensibly bleeding obvious. Going back to basics is bracing for the spirit.

The JC encountered his first Aïessdiyé a good thirty years ago now — shout out to GFF, still at it, down in the southern wilds — and is still discovering new things about it every week.

On becoming a shibboleth

Through bad habits and inattention, humans tend to work around the easances[1] we once made to our “built environment”.

So it is with the ISDA Master Agreement. What started as the shortest route to market can, through acquiescent disregard, become a shibboleth: a hindrance on the road to transaction.

Once precisely an easance — an artefact for quickly tidying up and dispensing with formalities it would be laborious to repeat for every trade — the ISDA became a mountain of its own. Sure, you only need to climb it, from the bottom, once — but that has become a three-month operation. Nor do you scale an ISDA master agreement the way the way Alex Honnold scales El Capitan, brave and alone, an aeronaut of the spirit. You must take the entire modernist machinery of your institution with you. KYC. AML. Compliance. Credit. The docs team. And, of course, dear old Legal.

Once, the aggravation of a “long-form confirmation” was the mischief the ISDA should to solve. Some miss the good old days. Where bank Legal departments have not legislated outright against them — most have, long since — the temptation now is to ask, “Must we have an ISDA? Would not a long-form confirmation do?

There are other good reasons for a master agreement, as we will see, but none necessitates all the bureaucratic machinery that has grown around the ISDA. This is how the military-industrial complex of agency operates: it shapeshifts to create work to occupy the available rent.[2]

The three aims of an ISDA

The ISDA Master Agreement is a framework under which two “counterparties” can transact over-the-counter derivatives — mainly, but not only, swaps. Besides its original appeal as an easance, the ISDA has three main aims: it is a relationship contract; a credit risk management tool, and — for those who need it — a capital optimisation tool.

  1. ↑ Yes, the JC made this word up. Think of it most nearly as the opposite of a nuisance.
  2. ↑ see the eighteenth law of worker entropy. Remind me to do an article on the rent carrying capacity of financial services.
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