Stock Borrowing Agreement for the United States

Stock Borrowing Agreement Template for United States

A Stock Borrowing Agreement is a legal contract governed by U.S. securities laws that establishes the terms and conditions under which one party can borrow securities from another. The agreement covers crucial aspects including collateral requirements, rights and obligations of both parties, corporate action treatments, and termination provisions. It complies with SEC regulations, Federal Reserve requirements, and relevant state securities laws while addressing tax implications under U.S. tax code.

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What is a Stock Borrowing Agreement?

The Stock Borrowing Agreement is essential in U.S. financial markets for facilitating short selling, market making, and securities financing transactions. This document is used when parties need to establish a framework for ongoing securities lending relationships, typically involving broker-dealers borrowing from institutional investors. The agreement must comply with U.S. securities regulations, including SEC rules, Federal Reserve requirements, and state securities laws. It details collateral requirements, corporate actions, termination rights, and tax treatments while incorporating market standard practices established by industry bodies.

What sections should be included in a Stock Borrowing Agreement?

1. Parties: Identifies the lender and borrower of the securities

2. Background/Recitals: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Loan of Securities: Core provisions detailing the terms of the securities loan

5. Collateral Requirements: Specifies collateral obligations and maintenance requirements

6. Rights and Obligations: Details parties' ongoing responsibilities including corporate actions

7. Events of Default: Defines circumstances constituting default and consequences

8. Termination: Procedures for ending the agreement and returning securities

What sections are optional to include in a Stock Borrowing Agreement?

1. Tax Provisions: Special provisions addressing tax treatment and obligations for securities lending transactions

2. Agency Provisions: Terms governing situations where either party acts as agent for third parties

3. Foreign Securities Provisions: Special terms and conditions applying to non-US securities transactions

What schedules should be included in a Stock Borrowing Agreement?

1. Schedule of Eligible Securities: Lists securities that may be borrowed under the agreement

2. Schedule of Eligible Collateral: Specifies acceptable forms of collateral and valuation methods

3. Operating Procedures: Details practical procedures for borrowing/returning securities

4. Fee Schedule: Sets out borrowing fees and other charges

5. Form of Loan Confirmation: Template for confirming individual loan transactions

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

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Act of 1933: Fundamental federal securities law requiring registration of securities offerings and providing for disclosure requirements in securities transactions

Securities Exchange Act of 1934: Primary legislation governing securities trading, establishing SEC oversight and regulating securities lending practices

Regulation T: Federal Reserve Board regulation governing margin requirements and securities lending procedures for broker-dealers

SEC Rule 15c3-3: Customer Protection Rule requiring broker-dealers to safeguard customer securities and maintain adequate reserves

SEC Rule 204: Establishes close-out requirements for failed securities transactions and delivery requirements

Regulation W: Federal Reserve regulation governing transactions between banks and their affiliates, including securities lending activities

IRC Section 1058: Internal Revenue Code section specifically addressing tax treatment of securities lending transactions

UCC Article 8: Uniform Commercial Code article governing investment securities, including transfer and pledging of securities

UCC Article 9: Uniform Commercial Code article covering secured transactions, including security interests in financial assets

Title 11 US Code: U.S. Bankruptcy Code provisions affecting treatment of securities lending transactions in bankruptcy scenarios

Blue Sky Laws: State-specific securities regulations that must be considered alongside federal securities laws

Dodd-Frank Act: Post-2008 financial reform legislation containing provisions for securities lending reporting and transparency

FINRA Rules: Self-regulatory organization rules governing broker-dealer conduct in securities lending and borrowing

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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