ICMA GMRA Legal Opinions
ICMA obtains, in a joint exercise with the International Securities Lending Association, and annually updates legal opinions on the GMRA in almost 70 jurisdictions worldwide. The ICMA GMRA Legal Opinions cover the following Global Master Repurchase Agreement versions:
- the GMRA 1995 as amended by the Amendment Agreement;
- the GMRA 1995 as amended by the 2011 GMRA Protocol (Revised);
- the GMRA 2000;
- the GMRA 2000 as amended by the 2011 GMRA Protocol (Revised);
- the GMRA 2011; and
- the GMRA 2011 as amended by the 2011 GMRA Protocol (Revised), together the ‘GMRA’.
Please refer to the ICMA GMRA Legal Opinion Jurisdiction and Counterparty Matrix on our website for full details on the jurisdictions and counterparty types covered by the ICMA GMRA Legal Opinions. This matrix is also updated annually.
Scope
The ICMA GMRA legal opinions cover both the enforceability of the netting provisions of the GMRA as well as the validity of the GMRA as a whole. Furthermore, the opinions address the issue of recharacterisation risk (in respect of both the transfer of securities and the transfer of margin).
Regulators require repo transactions to be documented under robust written legal agreements, such as the GMRA, supported by regularly updated legal opinions, as a condition of recognising the reduction of credit risk by collateral and close-out netting in the calculation of regulatory capital requirements and large exposures. Reasoned legal opinions are required to confirm that, in the event of a legal challenge, the relevant courts and administrative authorities would find that, where a counterparty fails owing to default, bankruptcy, liquidation or any other similar circumstance, the regulated firm’s claims and obligations pursuant to the GMRA would be limited to a net sum under the law of the relevant jurisdiction(s), and which meets certain other requirements. The opinions, which ICMA makes available to its members only, either as part of their membership or via subscription, assist them in fulfilling these regulatory requirements. It remains the responsibility of each member individually to ensure that it meets its specific regulatory requirements.
Members must ensure that the specific opinions on which they seek to rely extend to their particular circumstances and satisfy themselves as to the strength of the opinions and the effect of the assumptions and qualifications contained therein.
Availability and Subscription Process
Beginning 1 January 2024, ICMA will implement a new subscription service for Tier 3 and associate members to access the annually updated GMRA legal opinions.
- Tier 1, 2A and 2B members (including all group subsidiaries) will continue to have access to and will be able to rely upon all the opinions as part of their annual membership fee, i.e. at no extra charge. Tier 3 members who are users of the legal opinions, may upgrade their membership to Tier 1, 2A or 2B, which allows for a number of additional subsidiaries to be included as members of the Association.
- Tier 3 members will be given access to up to five different jurisdictions’ opinions per year as part of their annual membership fee, with the ability to choose which opinions they wish to access which they can change on a yearly basis with the annual update which normally takes place during April. Above five, Tier 3 members will be charged the subscription fee for any number of additional legal opinions they access and will only be able to access and rely upon those opinions for regulatory purposes if they have subscribed to the new service. Access to five opinions per annum without charge will benefit all Tier 3 members but is principally intended to accommodate access and reliance for smaller, regional members who are not taking broad-based, multi-jurisdictional advantage of the current free access.
- Associate members, who do not rely on the legal opinions for optimising regulatory capital treatment but enjoy commercial and other benefits from access, will be charged to access any of the opinions. Law firms will only have to pay one subscription fee for access for all affiliated group entities.
- The annual charge for Tier 3 and associate members will be CHF 20,000 based on a calendar year of January to December. No pro-rata fees will be applicable.
- Certain official institution members will be exempt from the subscription charge and will continue to be able to access all opinions at no extra cost. These members include central banks, debt management offices, development banks and regulators.
The ICMA GMRA legal opinions are accessible through aosphere.
To subscribe, please download the relevant forms below, complete, sign and return to membership@icmagroup.org.
For any queries, please contact the ICMA Membership Department.
membership@icmagroup.org
Phone: +41 44 363 4222
