Richard Gray is a retired partner of Milbank, Tweed, Hadley & McCloy LLP, where he practiced for approximately 32 years as a US domestic and international corporate finance lawyer in the firm’s offices in New York, London, Hong Kong and Singapore. He is now an independent arbitrator with subject matter expertise across a broad range of complex financial and corporate transactions. He has experience in more than 40 completed and pending arbitration cases administered by the New York State Court System, FINRA, CPR and AAA, including as sole arbitrator, as panelist, as chair and as expert witness. He has also has testified in US Federal Bankruptcy Court as an expert witness on the syndicated loan market and has heard more than 50 cases involving legally contested disputes as a member of municipal tribunals acting as arbiters on matters of fact and law.
His experience includes secured and unsecured syndicated lending; leveraged buy-outs (LBOs) in public and private mergers and acquisitions; project finance; US domestic and cross-border financial restructurings, both in-court and out-of-court; debtor-in-possession financings; secondary loan trading; documentary letter of credit, banker's acceptance (bills of acceptance), pre-export and other types of trade and vendor finance; standby and performance letters of credit in structured and other transactions; bank guarantees; private placements; derivatives; structured products; and sovereign debt rescheduling.
Mr. Gray is a co-author of the first edition of the leading textbook in the US for syndicated loan documentation, The LSTA's Complete Credit Agreement Guide (winner of the Burton award for legal writing), and also served as a member of the Editorial Board of Butterworth’s Journal of International Banking and Financial Law. He is admitted to the Bar of the State of New York.
Mr. Gray joined Milbank, Tweed, Hadley & McCloy LLP in 1981 and was a partner for over 22 years from 1990 until his retirement in 2013. He was a member of firm's Legal Opinion Committee and Training Committee, and the global head of firm's mentoring program. He focused primarily on financings and restructurings in North America and Latin America while working in New York, transactions in Europe, Africa and the Middle East while working in London, financial and corporate restructurings resulting from the Asian Financial Crisis while working in Singapore, and leveraged acquisitions while working in Hong Kong, where he pioneered the use of US-style structures for the then-nascent leveraged acquisition market in Asia.
Mr. Gray’s principal transactional focus during his years of legal practice was large, complex domestic and international financings and investments in a variety of industries, including media & telecommunications, satellites, mining, oil & gas, financial institutions, construction, and franchising. He has represented financial institutions, hedge funds, private equity investors, corporate investors, financial and strategic acquirors, project sponsors, insurance companies, and governmental entities. Examples of his engagements include a project financing for the Kumtor gold mine in Kyrgyzstan with OCA support, a structured vendor financing for an international satellite launch services provider, a sovereign loan facility for the Central Bank of Turkey, a government-supported financing for the construction of a semiconductor fabrication facility in Malaysia, structured pre-export financings for Latin American companies, a joint venture investment in a Southeast Asia regional satellite telecommunications company, a sovereign debt rescheduling in Africa, and leveraged buy-outs in North America, Latin America, Europe and Asia.
Mr. Gray was the lead finance partner representing the senior secured creditors in the bankruptcy and restructuring for the LyondellBasell Group, one of the world’s largest petrochemical companies, with affiliates in many countries, over US$22 billion of indebtedness spread among several classes of creditors and multi-jurisdictional injunctions. He also played instrumental roles in the bankruptcies of Enron and Lehman Brothers by reverse-engineering off-balance sheet and other financial transactions, and he was the lead finance partner in financial restructurings for a major healthcare provider, a nationwide fast food franchise, several residential developers, and other companies in a variety of industries. In Asia, he was the lead partner in many restructurings, including for a regional securities firm (the first successful restructuring during the Asian Financial Crisis), Astra International (the first debt-equity swap during the Asian Financial Crisis), four KSOs (public/private telecommunications joint ventures) and other telecommunications companies in Indonesia, pulp and paper manufacturers, and telecommunications and infrastructure companies in the Philippines.
Subject Matter Experience
Mr. Gray has extensive practical experience to bring to bear in properly interpreting contractual rights and obligations in financial, commercial and investment disputes. Throughout his career, he has structured transactions, drafted agreements and addressed disputes with careful analysis of legal issues arising from mergers and acquisitions and the financing thereof; material adverse change (material adverse effect) clauses; breaches of representations and warranties; financial statements, financial covenants and conditions precedent, and related contractual definitions of financial terms; business dissolutions and other disputes between joint venture partners; subordination agreements, intercreditor agreements and disputes between creditors of different classes; the role of administrative agents and interbank disputes under syndicated loan facilities; defaults by lenders; LIBOR, yield protection and broken funding; disputes in secondary loan transactions; payment and non-payment defaults; acceleration of loans; dominion over deposit accounts; collateral security; domestic and cross-border setoffs; guarantees; marshaling; netting and closeouts of derivative contracts; investment vehicles; the International Standby Practices (ISP); the Uniform Customs and Practice for Documentary Credits (UCP); multi-jurisdictional conflicts of laws; and political risk insurance.
Expert witness in US Federal Bankruptcy Court, including drafting expert report and providing in-court testimony, on the loan syndication market.
Heard more than 50 cases, including sworn testimony and representation by counsel, of legally contested matters involving local zoning ordinances, residency, and charges of harassment, intimidation and bullying, as member of municipal tribunals acting as arbiters of fact and law.
Prepared and submitted claim under political risk insurance during the Asian Financial Crisis on behalf of clients.
NGO observer of UNCITRAL proceedings for the development of its Model Law on Secured Transactions.
Representative of local municipal board, as the Chair of its Legal Review Committee and the Chair of its Negotiations Committee, in the mediation of a multi-million dollar judgment and in collective bargaining negotiations.
NGO observer in Guantanamo Bay, Cuba of pre-trial hearings for 9/11 defendants.
Lecturer at Columbia Law School on leveraged finance.
Richard M. Gray
(w) +1 212 709 8292
(c) +1 917 579 3108
Gray Arbitration LLC
43 West 43rd Street
New York, NY 10036
EDUCATION & RECOGNITION
EDUCATION AND RECOGNITION
Harvard Law School
A.B. 1978, with distinction
Honors in Economics
Phi Beta Kappa
Recognized by Chambers (Banking Finance Lawyer for Latin America and the United States); International Who’s Who of Business Lawyers (Banking); AsiaLaw
Lead Lawyer for many transactions honored as "Deals of the Year" by prominent periodicals over the years for financial restructurings, acquisition finance and debt-equity linked transactions
Co-Author, The LSTA'S Complete Credit Agreement Guide (1st ed. McGraw-Hill, 2009), the leading textbook on US syndicated loan documentation, recipient of Burton Award for legal writing
Chartered Institute of Arbitrators: Fellow
American Arbitration Association: Commercial Panel
International Institute for Conflict Resolution & Prevention (CPR): Panel of Distinguished Neutrals (Banking, Accounting and Financial Services Panel & General Commercial Panel)
Financial Industry Regulatory Authority (FINRA): Roster of Public Arbitrators
New York State Courts: Court-Appointed Arbitrator
Hong Kong International Arbitration Centre (HKIAC): Panel of Arbitrators & Panel of
Arbitrators for Financial Services Disputes (FSD Panel)
Institute for Transnational Arbitration (ITA): Advisory Board, Americas Initiatives Committee
United States Council for International Business (US Affiliate of ICC)
New York International Arbitration Center
Asian Institute of Alternative Dispute Resolution (AiADR): Fellow
New York City Bar Association: Arbitration Committee (former member of Asian Affairs Committee and Foreign and Comparative Law Committee)
New York State Bar Association: Banking Law Committee, Derivatives and Structured Law Committee, Committee on Domestic Arbitration, Committee on International Banking, Securities and Financial Transactions, International Disputes Resolutions (IDR) Committee, Committee on International Insolvencies
International Bar Association
American Society of International Law
PUBLICATIONS AND PRESENTATIONS
"The Arbitration of Intercreditor Disputes Among Financial Institutions," NYSBA New York Dispute Resolution Lawyer (Fall 2018, Vol 11, No. 2)
“Lenders' Trade Group Adopts Optional Arbitration Clause for Model Latin America Documentation," Alternatives (January 2018)
"Collateral Allocation Mechanisms,” Butterworths Journal of International Banking and Financial Law (September 2010), co-author
“Debt Repurchases,” International Financial Law Review (April 2010), co-author
The LSTA’s Complete Credit Agreement Guide (McGraw-Hill, 1st ed. 2009), co-author, recognized as “Best Law Firm Compendium” by the Burton Awards for Legal Achievement 2010
“Transfers of Syndicated Loans,” International Financial Law Review (December/January 2009), co-author
“Loan Participations: US and UK Compared,” International Financial Law Review (October 2009), co-author
“Debt Buybacks, Defaulting Lenders and Libor Market Disruption,” The Loan Market Chronicle 2009 (The Loan Syndications and Trading Association)
"The Market Disruption Clause," International Financial Law Review (December 2008/January 2009)
“Global Finance Client Alert: Libor Market Disruption” (October 28, 2008)
“Chapter 5: Understanding the Credit Agreement,” The Handbook of Loan Syndications & Trading (McGraw-Hill, 2007), co-author
"Why Banks Should Look at Market Flex and MAC Clauses," International Financial Law Review (April 2003), co-author
“Facing the Legal and Structural Issues of Cross-Border LBOs in Asia,” International Financial Law Review (February 2001)
“Asian Restructuring,” Banking Yearbook 1999 (International Financial Law Review, Special Supplement, July 1999)
“The Asian Financial Crisis,” Banking Yearbook 1998 (International Financial Law Review, Special Supplement, July 1998)
“Does the Crisis Bring Default Under MAC Clauses?” International Financial Law Review (April 1998)
“Satellite Finance: Money Matters,” Asia Pacific Satellite Magazine (June 1997)
“Case Study: LyondellBasell Restructuring, Selected Intercreditor and Enforcement Issues," 49th International Association of Young Lawyers (AIJA) Annual Congress, Amsterdam, 2011
“The LSTA’s Complete Credit Agreement Guide,” The Loan Syndications and Trading Association, New York City, 2010, 2011, 2012, 2013
“CAM Exchanges,” New York City, September 23, 2009 (industry-wide webcast under the auspices of The Loan Syndications and Trading Association)
“Amend and Extends & Forward Start Facilities,” The Loan Syndications and Trading Association, New York City, May 27, 2009
“Libor Market Disruption,” New York City, Fall, 2008 (industry-wide conference call under the auspices of The Loan Syndications and Trading Association)
“Financing Considerations for Leveraged Acquisitions,” Management Buy-Outs Asia, Hong Kong, March 21, 2002 (IBC Asia Limited)
"Lessons Learned from the Asian Turmoil," Milbank, Tweed, Hadley & McCloy LLP, New York City, February 8, 1999
"Key Aspects of Corporate and Debt Restructuring," The Asia Business Forum, Singapore, August 2, 1999
"Innovative Project Financing under the Effects of the Currency Crisis," The Economist Conferences, Hong Kong, December 4, 1998
"Overview of the Restructuring Process," Asia International Communications Conferences Asia Limited, Singapore, June 24, 1998
“Restructuring Strategies for Telecommunications Projects,” Raising Capital for Telecom Operations, Singapore, April 17, 1998 (IBC Asia Limited)
“Refinancings and Collateral Protection,” Restructuring Asian Projects, Hong Kong, April 16, 1998 (AiC Worldwide)
“Restructuring in Indonesia,” Debt Restructuring in Asia, Tokyo, April 9, 1999 (Export-Import Bank of Japan (now known as JBIC))
Debt Restructuring Workshop, AIC Executive Summit, Singapore, June 26, 1998
“Overview of Restructuring Issues,” Debt Restructuring in Asia, Singapore, June 24, 1998 (AiC Worldwide)
"Refinancings and Collateral Protection," Asia International Communications Conferences Asia Limited, Hong Kong, April 16, 1998
“Project Financing for Strategic Telecom Alliances and Joint Ventures,” January 11, 1998, Honolulu (Pacific Telecommunications Conference)
"Structuring Financing for Wireless Projects and Joint Ventures," International Business Communications Asia Limited, New York City, November 1997
"Financing & Building Strategic Alliances for Wireless Satellite Projects in Asia," World Resource Group, Washington, D.C., September 25, 1996
"Netting and Separate Entity Issues," Strategic Research Institute, New York City, January 13, 1994