Description

A focused course, tailored for you

Contract Risk Review for In-House Banking Counsel

A practical course for legal counsel who need to close contracts faster without widening the bank's exposure.

In-house banking counsel sit between a deal team that wants speed and a risk function that wants certainty. The contract review queue is the friction point. This course removes it.

$199 one-time

Tailored to your situation. Access within 24 hours. 30-day money-back.

Includes a hand-built implementation playbook delivered alongside course access, generated for your specific situation.

Why this course

Large-bank legal teams operate under two competing pressures: the front office wants contracts turned in 48 hours, and the second line wants every clause mapped to a regulatory obligation before sign-off. The bottleneck is almost always the first review pass. Counsel who lack a structured risk-tiering methodology end up either over-escalating (slowing the deal) or under-escalating (creating audit findings). Neither outcome is acceptable. The problem compounds with cross-border transactions where PRA, FCA, and ECB expectations diverge on the same clause. A counsel who can triage a 100-page ISDA or credit agreement in four hours rather than four days is measurably more valuable than one who cannot.

What you walk away with

Triage any credit agreement or derivatives schedule by regulatory risk tier within the first read, not after three rounds of internal escalation.
Mark up acceleration clauses, cross-default triggers, and material adverse change definitions with documented reasoning that satisfies both deal team and risk function.
Identify which representations carry Basel III, BRRD, or EMIR implications before the counterparty's counsel does.
Produce a one-page risk summary memo your credit officer, CCO, and compliance team can each read in under five minutes.
Build a personal clause library so the tenth ISDA Credit Support Annex takes half the time of the first.
Handle PRA, FCA, and ECB regulatory expectation divergences on the same clause without defaulting to the most restrictive read every time.

The 12 modules

Module 1. The Risk-Tiering Framework

Before marking up a single clause, you need a decision framework that tells you where to spend your time. This module introduces a three-tier risk model calibrated to banking contracts: Tier 1 (regulatory obligation or prudential capital trigger), Tier 2 (material commercial exposure), Tier 3 (standard boilerplate that can be accepted or rejected quickly). You leave this module with a tiering card you can apply on the first read of any facility agreement, ISDA schedule, or custody agreement.

Module 2. Reading a Facility Agreement in Under Four Hours

A 100-page syndicated facility agreement contains roughly 30 pages of definitions, 15 pages of conditions precedent, and 55 pages of operative clauses. This module maps which sections carry disproportionate risk (representations, events of default, mandatory prepayment, increased costs) and shows you how to run a structured first-pass review that identifies the three to five clauses requiring active negotiation. Includes a working checklist built for PRA-regulated entity borrowers and lenders.

Module 3. Acceleration Clauses and Cross-Default: What the Risk Team Actually Cares About

Acceleration language and cross-default triggers are the clauses the credit risk and treasury functions scrutinise most closely. This module covers how to read cross-default thresholds against the bank's actual credit exposure, how to assess whether an acceleration basket is appropriate for the counterparty's credit profile, and how to document your position in a mark-up that the second line can approve without a meeting. Worked examples use structures common in leveraged and investment-grade lending.

Module 4. Representations and Warranties with Regulatory Weight

Not all representations are equal. Some are commercial boilerplate; others trigger Basel III capital calculations, BRRD resolution planning obligations, or EMIR clearing determinations. This module identifies which representations in standard LMA and ISDA documents carry regulatory consequence and explains the downstream effect of accepting a broad or narrow formulation. By the end, you can annotate any representation clause with a short regulatory-impact note that your compliance team can follow without asking you to explain it.

Module 5. Material Adverse Change: Drafting and Defending Your Position

MAC clauses are among the most litigated in banking contracts, and their regulatory interpretation shifts across jurisdictions. This module covers how to assess MAC definitions in credit agreements and derivatives documentation, how to mark up a MAC clause that satisfies PRA stress-testing requirements, and how to document your position when the counterparty's counsel pushes back. Includes case references from English law and worked examples of MAC trigger scenarios relevant to leveraged and structured products.

Module 6. ISDA Schedule and Credit Support Annex: The First Ten Points You Check

An ISDA Master Agreement and its Schedule can run to 80 pages before the Credit Support Annex. This module gives you a 10-point priority review sequence for ISDA documentation: governing law elections, netting provisions, threshold and minimum transfer amounts, eligible collateral, and the interaction between the English Law CSA and VM/IM margin requirements under EMIR. Designed for counsel who review OTC derivatives documentation regularly but want a faster, more structured first-pass methodology.

Module 7. PRA, FCA, and ECB Expectations: Where They Diverge on the Same Clause

For counsel at banks operating across the UK, EU, and cross-border, the same clause can have different acceptability thresholds under PRA, FCA, and ECB supervisory frameworks. This module maps the three regulators' stated expectations on five clause types where their positions diverge most often: netting enforceability, margin segregation, resolution stay protocols, data sharing, and governing law. You leave with a jurisdiction-mapping tool you can apply to any dual-regulated or cross-border transaction.

Module 8. The One-Page Risk Summary Memo

Every contract review eventually produces a decision memo. This module teaches you to write a one-page risk summary that a credit officer, CCO, and compliance team can each read in under five minutes without cross-referencing the underlying document. The memo structure covers: material deviations from the bank's standard position, regulatory risk rating, recommended negotiation points in priority order, and residual risks accepted. Includes a template you can adapt to facility agreements, derivatives documentation, and custody agreements.

Module 9. Negotiating With Counterparty Counsel: Where to Hold and Where to Move

In-house counsel at large banks negotiate against law firm partners who have more time and more junior resource behind them. This module covers how to identify the clauses where your bank's position is non-negotiable (prudential capital, resolution, regulatory) versus the clauses where movement is commercially reasonable. Includes worked examples from leveraged finance, derivatives, and prime brokerage negotiations, with annotated mark-ups showing the reasoning behind each position.

Module 10. Building Your Personal Clause Library

The tenth ISDA Credit Support Annex should take half the time of the first. This module covers how to build and maintain a personal clause library for the contract types you review most often: approved formulations, rejected formulations, and the regulatory reasoning behind each. Structure, tagging conventions, and update cadence are all addressed. The output is a working library template you can populate immediately with the contracts already on your desk.

Module 11. Audit Findings and What They Actually Mean for Counsel

Legal review is audited. Internal audit, compliance monitoring, and, occasionally, supervisory examination all look at whether legal counsel identified and escalated contract risks appropriately. This module covers the most common audit findings related to contract review: undocumented deviation acceptance, incomplete regulatory analysis, and failure to escalate. For each finding type, the module explains what documentation the auditor expects to see and how to build that documentation into your normal review workflow rather than as a separate step.

Module 12. Applying the Full Methodology to a Live Contract

The final module walks a complete contract review end to end using the full methodology. Starting from a 90-page leveraged facility agreement, you apply the risk-tiering framework, run the priority-clause sequence, produce the one-page risk summary memo, and build the clause library entry. The worked example includes a full annotated mark-up and a completed memo you can use as a reference format for your next actual review. The implementation playbook extends this to ISDA, repo, and custody documentation.

How this addresses your situation

Specific modules that map to what you said you are dealing with.

Thursday afternoon: 94-page credit agreement, Monday green-light needed. Modules 1-2 give you the triage framework and the four-hour read methodology.

Second line pushes back on your mark-up. Modules 3, 4, 8 give you the documented regulatory-impact reasoning that satisfies them without a meeting.

Cross-border transaction with PRA and ECB exposure on the same clause. Module 7 maps exactly where their positions diverge and which formulation is defensible to both.

Audit finding on undocumented deviation acceptance. Module 11 shows you what the auditor expected and how to build that documentation into the normal review workflow.

What you get with this course

Twelve written modules covering the full contract review methodology
Risk-tiering card for immediate use on facility agreements, ISDA schedules, and custody agreements
10-point ISDA priority review sequence checklist
Jurisdiction-mapping tool for PRA, FCA, and ECB divergences
One-page risk summary memo template
Clause library template with tagging conventions
Fully annotated worked example: 90-page leveraged facility agreement reviewed end to end
Hand-built implementation playbook covering ISDA, repo master agreements, and custody documentation, delivered alongside course access

What you will have in hand by Day 1, Week 1, Month 1

Within 24 hours your account in the learning environment is provisioned and the tailored implementation playbook is delivered alongside it.

Before and after

Before

Contract review is the deal bottleneck. You are spending four to six hours on a first-pass read, escalating more than you need to because the risk-tiering is not systematic, and your mark-ups require verbal explanation to get second-line sign-off.

After

You can triage a 100-page credit agreement in under four hours, produce a one-page risk summary the credit officer and compliance team can each sign off without a meeting, and maintain a clause library that compounds every review cycle.

What happens if you do not address this

Legal review that consistently bottlenecks deals eventually gets restructured. Banks either bring in more resource, move reviews to a lower-cost location, or reduce the scope of in-house review and rely on external counsel for first-pass work. Counsel who can demonstrate consistent velocity and documented risk methodology are the ones who keep their scope. Counsel who cannot are the ones who find their role narrowed.

Who it is for

You are in-house legal counsel at a large bank, typically three to eight years post-qualification. You handle derivatives documentation, credit agreements, custody agreements, or repo master agreements. You have law firm training but your daily reality is commercial velocity, not exhaustive academic analysis. You are accountable for both legal accuracy and deal speed, and you know those can conflict.

Who this is NOT for. Private practice solicitors billing by the hour who have no velocity pressure. Compliance officers who review policies rather than contracts. General counsel at non-financial corporates who do not work with ISDA schedules, credit support annexes, or facility agreements.

How it arrives

Text-based course in the Art of Service learning environment, plus downloadable templates and worked examples for every module, plus the hand-built implementation playbook delivered alongside course access.

Time investment. Most participants complete the twelve modules across four to six focused sessions. The risk-tiering card and ISDA checklist are usable from the end of module two. The full methodology is operational by module six.

Why $199 is the right number

Law firm training courses are generic and not calibrated to the pace and risk profile of in-house banking work. Postgraduate LLM programmes cover doctrine, not daily workflow. The LMA and ISDA user guides explain documentation structure but do not teach review methodology or risk tiering. This course covers the gap between knowing what a clause says and knowing what to do with it in under 48 hours.

FAQ

Does this cover derivatives documentation or just lending?

Both. Modules 6 and 7 cover ISDA schedules, Credit Support Annexes, and the EMIR margin regime. The implementation playbook extends the methodology to repo master agreements and custody documentation.

Is this relevant if I am in a specific geography, such as the UK, France, or Hong Kong?

The methodology is built around PRA, FCA, and ECB frameworks. Module 7 maps the three regulators' positions on the clauses where they diverge most. The clause library and memo template are jurisdiction-adaptable.

I already have a review methodology. Will this add anything?

If your current methodology produces documented mark-ups that satisfy second-line review without a follow-up meeting and a one-page memo that the credit officer and compliance function can each approve independently, then possibly not. If either of those steps currently requires verbal explanation or multiple rounds, then yes.

How does the implementation playbook differ from the course modules?

The modules teach the methodology. The playbook is built for your account mix: it translates the risk-tiering framework and clause library approach into the specific contract types and counterparty profiles relevant to your role, delivered as a working document rather than instructional content.

30-day money-back guarantee. If after a week of working through the materials this is not what you needed, reply to the receipt email and a full refund is processed. No questions, no forms.

Within 24 hours your account in the learning environment is provisioned and the tailored implementation playbook is delivered alongside it.