Updated CRR Legal Opinions on Master Participation Agreements

JD Supra Finance & Banking

Published March 30th, 2026

Detected March 30th, 2026

Summary

Sullivan & Worcester advised BAFT (Bankers Association for Finance & Trade) and ITFA (International Trade and Forfaiting Association) on updated Capital Requirements Regulation (CRR) legal opinions covering English and New York law Master Participation Agreements. Separate EU and UK CRR opinions have been created reflecting post-Brexit regulatory divergence. The opinions analyze MPA enforceability and effectiveness as credit risk mitigants under CRR.

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What changed

Sullivan advised BAFT and ITFA on updated CRR legal opinions covering the suite of Master Participation Agreements (MPAs) under English and New York law. New opinions were published for EU and UK CRR versions of the 2018 English law MPA, 2019 NY law MPA, and Surety MPA. The 2008 English law MPA opinion remains forthcoming due to regulatory complexity; no further opinions will be issued for that document once released. These opinions enable in-house counsel at member institutions to create enforceability opinions and analyze MPA effectiveness as credit risk mitigants under CRR.

In-house counsel at BAFT and ITFA member institutions should access the updated opinions through BAFT and ITFA websites and review accompanying guidance notes. Users must verify that factual matters required under CRR are satisfied for their specific circumstances to achieve full effectiveness. The separate EU versus UK opinions reflect post-Brexit regulatory divergence and should be applied according to the relevant jurisdiction.

What to do next

Access updated CRR opinions through BAFT and ITFA member portals
Review the accompanying guidance note for each opinion
Verify that factual CRR requirements are satisfied for your institution's specific circumstances

Source document (simplified)

March 30, 2026

Sullivan Advises BAFT and ITFA on Updated CRR Legal Opinions Covering the Suite of Master Participation Agreements (MPAs)

Marian Boyle, Natalie Lederman, Geoffrey Wynne Sullivan & Worcester + Follow Contact LinkedIn Facebook X Send Embed (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.

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Sullivan works with ITFA on Launch of Short Term SWIFT FI Trade Loan Template

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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