Ilene K. Froom

Looking at trade structures and documentation from a holistic perspective, Ilene considers applicable securities laws, accounting, bankruptcy, tax, recharacterization, local law, credit, business, hedging, risk and other issues when advising clients. Her varied experience, including eight years as in-house counsel, gives Ilene insight to guide clients through the challenges unique to derivatives and other transactions. Client feedback elicited by Chambers USA includes: “Ilene brings a wealth of knowledge and industry experience. She has a sense of what works from a practical and commercial perspective.” and “She is a great derivatives lawyer.”

Derivatives & Other Financial Products

When it comes to advising clients on negotiating and structuring derivatives transactions, Ilene uses a practical approach that takes into account a client’s individual business goals while managing risks related to regulatory, compliance and documentation requirements. She has deep experience in transactions across a variety of asset classes and regulatory documentation.

Ilene advises on a wide range of asset classes and agreements, including ISDA Master Agreements, ISDA Credit Support Documentation for regulatory initial margin (IM) and variation margin (VM) and related account control agreements, as well as ISDA Confirmations and Master Confirmations for total return swaps, options, forwards, variance swaps and correlation swaps on shares, indices, baskets, bonds, loans and proprietary indices, fixed-income and foreign exchange products (including NDFs, NDOs and barrier trades), prime brokerage agreements and related lock-ups and bespoke dynamic margin terms, master repurchase agreements (MRAs) and global master repurchase agreements (GMRAs) for vanilla and structured repos, master securities forward transaction agreements (MSFTAs), derivatives-linked notes, documentation for complex bespoke transactions, and other trading agreements. Ilene often advises commercial end-users in connection with hedge transactions (e.g., interest rate, commodity) used to mitigate risk under another facility (e.g., a loan).

Regulatory

Ilene advises clients on the regulatory aspects of derivatives including understanding applicable requirements under the Dodd-Frank Act. She helps clients navigate, analyze and compete ISDA Protocols and regulatory questionnaires, including self-disclosure letters, Dodd-Frank and EMIR Protocols. Ilene also advises clients on CFTC and SEC rules and regulations, including updates and new guidance as well as no-action relief.

International Swaps and Derivatives Association (ISDA) Documentation

Ilene is highly versed in ISDA documentation, including forms, definitions books and Protocols. She advised a trade group on the 2021 ISDA Interest Rate Derivatives Definitions. Ilene has also drafted documentation for ISDA, including the October 2023 Forward Volatility Agreement Supplement to the 1998 FX and Currency Option Definitions, the May 2022 Barrier Event Supplement to the 1998 FX and Currency Option Definitions, the ISDA 2017 OTC Equity Derivatives T+2 Settlement Cycle Protocol, and the ISDA 2014 Collateral Agreement Negative Interest Protocol. She is very active in ISDA working groups and committees, which helps her stay on top of developments and changes to trading and regulatory documentation.

Ilene stays current with updates to ISDA’s documentation framework, and she has negotiated and completed agreements on ISDA Create and can use the platform for clients.

Recent Representative Experience

• Advising a hedge fund on a global total return swap facility across stock and custom baskets across various regions (U.S., Europe, Asia, Latin America and closed markets), including negotiating the related documentation with the bank.
• Advising a hedge fund on a prime brokerage, lock-up and margin methodology terms with a major prime broker, including negotiating the related documentation.
• Advising buy-side and sell-side clients on regulatory initial margin requirements, terms and documentation, including determining when parties are in scope under various uncleared margin regimes.
• Advising a hedge fund on documentation for foreign exchange products.
• Advising a corporation on its status as a commercial end-user under Dodd-Frank, including related Protocols and developing a compliant policy.
• Advising a bank on close-out netting and collateral enforceability under an ISDA Master Agreement and CSA.
• Advising a client on a dispute with its trade counterparty regarding a derivatives transaction.
• Advising a corporation on a series of loan-linked hedges, including aligning the loan and hedge documentation.
• Advising a trade organization on a new definitional book for foreign exchange definitions.

Service & Recognition

Ilene is a frequent speaker and educator on derivatives topics and often presents at conferences, including for ISDA, the New York City Bar and Practicing Law Institute (PLI). She has also guest lectured about derivatives at Georgetown Law School, George Washington University Law School and New York Law School.

Ilene is a member of various trade organizations and currently chairs the New York State Bar Association’s Derivatives & Structured Products Law Committee. The media often seek Ilene’s perspective, and she has been quoted in articles by Bloomberg, Risk.net, American Banker and others.

Personal Interests

In her free time, Ilene enjoys going to the theater, doing Pilates, playing tennis, and discovering new restaurants in NYC and elsewhere.