Aaron Palmer Partner | Toronto

Derivatives

Aaron actively advises leading market participants on Canadian derivatives regulatory developments related to margins, mandatory clearing, dealer and adviser registration and business conduct requirements and trade reporting.  He is fully conversant in the full range of industry transactional and onboarding documentation including ISDA Master Agreements, Credit Support Annexes, ISDA Protocols, Transaction Confirmations and Definitions for equity, credit, commodity, interest rate and FX derivatives, and GMRA, GMSLA and other repo, securities lending and collateral agreements.

His recent work in this area includes:

• Primary Canadian derivatives counsel to numerous market-leading banks, dealers, investment funds and multi-national corporations

• Frequent transactional advice involving ISDA documentation, clearing, collateral and security, total return swaps and forwards, synthetic financing transactions and interest rate swap negotiations for borrowers and lenders on syndicated lending transactions, including the largest syndicated interest rate swap transaction in Canadian history

• Formal legal opinions provided to numerous banks covering netting and collateral matters under ISDA, MSFTA, GMRA, GMSLA, MRA, MSLA and Futures Account master agreements as well as opinions covering exchange rules, clearinghouse rules, compliance matters and bespoke transactions

Investment Funds and Structured Transactions

Recent work in this area includes:

• Acting for CIBC on the structuring and launch of Canadian Depositary Receipts ("CDRs"), a novel exchange-traded structured product providing Canadian investors with access to hedged fractional investing in individual large-cap international stocks

• Obtaining novel exemptive relief orders from securities regulatory authorities in respect of investment fund investment restrictions related to the use of leverage, short-selling and hedging

• Negotiating securities and commodities custody and fund administration matters for leading public investment fund families

• Advising investment funds on cryptocurrency securities offerings, custody and related exemptive relief matters

Aaron also advised a lead investor on the restructuring of Canada's C$32-billion non-bank-sponsored asset-backed commercial paper (ABCP) market and the underlying Collateralized Debt Obligation and securitization transactions.

Additional Capital Markets and Market Infrastructure Experience

Recent work in this area includes:

• Securities and derivatives regulatory counsel to exchanges, clearing houses and alternative trading systems

• Counsel for numerous widely offered and publicly offered domestic and cross-border note and bond offerings and securitization transactions

• Advising on issuer bids, synthetic take-over bids, monetizations, equity derivatives structures, clearing rules, dark liquidity pools, IIROC rules, equity trading, insolvency and personal property security matters

• Canadian structuring counsel on reinsurance transactions for numerous EU pension plan longevity insurance providers

• Obtaining exemptive relief from securities regulatory authorities in respect of securities and futures dealer registration requirements and securities exchange recognition requirements

Aaron is recognized as one of Canada's leading derivatives lawyers in the following publications:

• The Best Lawyers in Canada (since 2010)

• The Canadian Legal Lexpert Directory (Consistently Recommended since 2012)

• Thomson Reuters Stand-out Lawyers 2018 – Independently Rated Lawyers (As nominated by senior in-house counsel)

• Co-author : Final Amendments to Canada's OTC Derivatives Trade Reporting Rules Released
  Blakes Bulletin on Derivatives, August 26, 2024.
• Co-author : Derivatives Business Conduct Rule Issued by the Canadian Securities Administrators
  Blakes Bulletin on Capital Markets, October 5, 2023.
• Co-author : CSA Provides Derivatives Data Reporting Transition Guidance and the OSC Establishes New Fee for OTC Derivatives Market Participants
  Blakes Bulletin on Capital Markets / Derivatives, December 5, 2022.
• Co-author : Canadian Securities Administrators Propose Amendments to OTC Derivatives Trade Reporting Rules
  Blakes Bulletin on Derivatives, July 8, 2022.
• Co-author : CSA Restarts Canadian Derivatives Regulatory Project and Issues a Revised Business Conduct Rule Proposal
  Blakes Bulletin on Derivatives, February 18, 2022.
• Co-author : Canadian Regulators Issue Revised Derivatives Dealer and Adviser Business Conduct Rule Proposal
  Blakes Bulletin on Derivatives, June 27, 2018.
• Co-author : Canadian Derivatives: Registration Regime for Dealers and Advisers Gets Momentum
  Blakes Bulletin on Derivatives, April 23, 2018.
• Co-author : Mandatory Clearing of OTC Derivatives Delayed for Certain Entities
  Blakes Bulletin on Derivatives, August 16, 2017.
• Co-author : OSC Seeks Stakeholder Input on Proposed Derivatives Business Conduct Rule
  Blakes Bulletin on Derivatives, May 31, 2017.
• Co-author : Canadian Regulators Propose Broad Derivatives Dealer and Adviser Business Conduct Rules
  Blakes Bulletin on Derivatives, April 23, 2017.
• Co-author : Canadian Regulators Finalize Customer Protection Rules for Cleared OTC Derivatives
  Blakes Bulletin on Derivatives, March 2, 2017.
• Co-author : Canadian Regulators Finalize Mandatory OTC Derivatives Clearing Rules
  Blakes Bulletin on Derivatives, January 25, 2017.

• Speaker : Canadian Trade Reporting Amendments
  2024 ISDA Canada Conference, September 19, 2024.
• Speaker : ESG Initiatives, Sustainability-Linked Derivatives and Verified Carbon Credit Transactions
  2023 ISDA Canada Conference, October 12, 2023.

Admitted to the British Columbia Bar – 2013
Admitted to the Ontario Bar – 2002
LLB, University of Toronto – 2000
MA, McGill University – 1996
BMath (Hon.), University of Waterloo – 1988