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(London and New York) – Sullivan has advised BAFT (the Bankers Association for Finance & Trade) and ITFA (the International Trade and Forfaiting Association) in relation to updated Capital Requirements Regulation (CRR) legal opinions covering the suite of English and New York law Master Participation Agreements (MPAs).

These generic opinions can be utilised by BAFT and ITFA members’ in-house counsel to create ‘enforceability opinions’. They can also be used as part of the analysis of the effectiveness of MPAs as credit risk mitigants under CRR. However, a number of factual matters must be satisfied under CRR to obtain full effectiveness and these will depend on each user’s own circumstances. A further guidance note has also been published to accompany the opinions.

Updates are now available through BAFT and ITFA’s websites for members, as follows:

  • Guidance note relating to the opinions
  • EU CRR opinion on English law MPA 2018
  • UK CRR opinion on English law MPA 2018
  • EU CRR opinion on NY law MPA 2019
  • UK CRR opinion on NY law MPA 2019
  • NY law enforceability opinion on NY law MPA 2019
  • EU CRR opinion on Surety MPA
  • UK CRR opinion on Surety MPA

It is worth noting that separate opinions have now been created for EU vs UK CRR, reflecting post-Brexit changes. Also, the updated opinion for the 2008 English law MPA is not yet available, as changes to the regulations are making it more challenging to issue a clean opinion. This will be released as soon as possible, together with guidance on the updated scope. As the underlying 2008 document has long been superseded, no longer further opinions will be issued after this final one has been published.

Geoffrey Wynne, head of Sullivan’s Trade & Export Finance Group, commented: “Sullivan is pleased to have advised both BAFT and ITFA in relation to the publication of these important updated opinions. They form a key part of the analysis of the effectiveness of MPAs as credit risk mitigants under CRR. As such they remain invaluable to the trade finance market as a whole. It is worth re-stating that a number of factual matters must be satisfied under CRR to obtain full effectiveness and these will depend on each user’s own circumstances.”

The Sullivan team advising BAFT and ITFA included partners Geoffrey Wynne and Marian Boyle in London and partner Natalie Lederman in New York.

In 2023 Sullivan advised BAFT and ITFA on the CRR opinions on the MPAs for both the 2008 and 2019 English law versions, as well as the New York 2019 version as updated for the LIBOR transition.

In March 2025, Sullivan assisted BAFT and its working group on the 2025 BAFT Master Trade Loan Agreement (2025 BAFT MTLA), designed as an industry-standard document, used for lending between financial institutions to finance or refinance specified trade transactions.

In April 2025, Sullivan worked with an ITFA working group to develop a Short Term SWIFT Financial Institution (FI) Trade Loan Template - a new template intended to help streamline trade finance transactions between banks.

About Sullivan
Sullivan & Worcester (Sullivan) is a global law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best in class client service.

For further information, please visit the firm’s website and LinkedIn.