Master Repurchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Master Repurchase Agreement

I need a Swiss law Master Repurchase Agreement for use between our bank and various pension fund clients, with specific provisions for tri-party collateral management and electronic trading platform integration, to be implemented by March 2025.

Document background
The Master Repurchase Agreement is a fundamental document used in the Swiss financial markets to facilitate secured lending transactions through the sale and repurchase of securities. It provides a standardized framework that enables financial institutions to engage in repo transactions while ensuring compliance with Swiss regulatory requirements, particularly the Federal Act on Financial Market Infrastructures (FinfraG) and related regulations. The agreement includes detailed provisions for transaction execution, collateral management, margin maintenance, and default scenarios, reflecting Swiss market practices and legal requirements. This document is essential for institutions participating in the Swiss repo market and typically requires careful review and negotiation to ensure alignment with both parties' operational capabilities and risk management requirements.
Suggested Sections

1. Parties: Identification of the contracting parties and their legal status

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Scope and Purpose: Scope of the agreement and types of transactions covered

5. Initiation and Confirmation: Process for initiating and confirming individual transactions

6. Purchase and Repurchase of Securities: Core provisions regarding the sale and repurchase obligations

7. Pricing and Payment Terms: Provisions for calculating purchase price, repo rate, and payment mechanics

8. Margin Maintenance: Requirements and procedures for margin calls and transfers

9. Income Payments: Treatment of income on purchased securities during transactions

10. Security Interest and Title Transfer: Provisions regarding transfer of title and security interests

11. Events of Default: Definition of default events and consequences

12. Close-out and Set-off: Procedures for early termination and netting arrangements

13. Representations and Warranties: Standard representations and warranties of the parties

14. Tax Provisions: Treatment of taxes and tax-related obligations

15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignments

16. Governing Law and Jurisdiction: Choice of Swiss law and jurisdiction provisions

Optional Sections

1. Agency Provisions: Required when either party may act as agent for third parties

2. Buy/Sell Back Transactions: Include when parties wish to conduct buy/sell back transactions

3. Electronic Trading: Required when transactions may be executed through electronic platforms

4. Force Majeure: Optional provisions for extraordinary events affecting performance

5. Tri-party Arrangements: Required when using tri-party collateral management services

6. Special Custody Arrangements: Include when specific custody arrangements are needed

7. Cross-Border Provisions: Required for transactions involving multiple jurisdictions

8. Additional Tax Provisions: Include for specific tax situations or cross-border implications

Suggested Schedules

1. Schedule A - Form of Confirmation: Standard form for confirming individual transactions

2. Schedule B - Eligible Securities: List and characteristics of securities eligible for transactions

3. Schedule C - Pricing Parameters: Methodology for calculating prices and haircuts

4. Schedule D - Margin Calculations: Detailed procedures for margin calculations and transfers

5. Schedule E - Contact Details: Administrative and operational contact information

6. Schedule F - Electronic Messaging: Procedures and requirements for electronic communications

7. Appendix I - Standard Settlement Instructions: Payment and settlement instructions for both parties

8. Appendix II - Forms of Legal Opinions: Standard forms of legal opinions if required

9. Appendix III - Tax Documentation: Required tax forms and documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking

Financial Services

Securities Trading

Asset Management

Insurance

Investment Management

Treasury Services

Capital Markets

Financial Market Infrastructure

Relevant Teams

Legal

Treasury

Trading

Risk Management

Compliance

Operations

Settlement

Collateral Management

Portfolio Management

Financial Control

Regulatory Affairs

Documentation

Front Office

Middle Office

Back Office

Relevant Roles

Legal Counsel

Treasury Manager

Repo Trader

Collateral Manager

Risk Manager

Compliance Officer

Operations Manager

Portfolio Manager

Trading Director

Head of Securities Finance

Chief Financial Officer

Legal Director

Head of Trading

Regulatory Compliance Manager

Settlement Manager

Industries
Swiss Code of Obligations (Obligationenrecht): The fundamental source of Swiss contract law that governs the formation, performance, and termination of contracts, including provisions relevant to commercial transactions.
Federal Act on Financial Market Infrastructures (FinfraG): Regulates the organization and operation of financial market infrastructures, including provisions specific to securities trading and post-trading activities.
Swiss Federal Banking Act (Bankengesetz): Provides the regulatory framework for banking institutions and includes provisions relevant to securities trading and financial transactions.
Swiss Federal Intermediated Securities Act (BEG): Governs the custody and transfer of intermediated securities, which is crucial for repo transactions involving book-entry securities.
Swiss Federal Debt Enforcement and Bankruptcy Act (SchKG): Contains provisions relevant to the enforcement of claims and the treatment of collateral in case of insolvency.
FINMA Ordinance on Financial Market Infrastructures: Provides detailed regulations regarding financial market infrastructures and trading venues, including specific requirements for repo transactions.
Swiss Financial Market Supervision Act (FINMASA): Establishes the supervisory framework and enforcement powers of FINMA over financial markets and institutions.
Federal Act on Combating Money Laundering and Terrorist Financing (AMLA): Contains provisions relevant to due diligence and reporting obligations in financial transactions.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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