Critical Factors For The
Development and Growth of
Islamic Finance in the West
Michael J.T. McMillen
Berkeley Law Islamic Finance Symposium
April 9, 2011
1 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Contact Information
Michael J.T. McMillen
River Stone Capital, LLC
(law firm soon to be announced)
E-mail:
mjtmcmillen@gmail.com
U.S. Mobile:
+1-646-337-3113
2 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Topics for Today
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Topical Overview

Objectives

Five Critical Factors

Some History

The Dow Jones Fatwā

Bifurcated Structures – the ʾIjāra (Lease)

Myth: Complexity

Sukūk

Musings
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Objectives
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Objectives for Today
Objectives for Today
Consider the critical factors that enabled the development and influence
the form of Islamic finance and investment in the West
 Which entails a bit of history and a dip into a structure
Identify a select group of dynamic tensions that exist in the Islamic finance
(and investment) industry, particularly with respect to Sharīʿah compliance
6 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Five Critical Factors
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Five Critical Developments

ʾIjmāʿ (consensus) sought by small group of scholars - mid-1990s

Nominate Contracts as building blocks – mid-1990s

Dow Jones Fatwā – equity side of capital markets – 1998

Sharīʿah-compliant structures for Western transactions – “bifurcated
structures” – 1997-2000

Sukūk – finance or “debt” side of capital markets - especially after 2002

The red stars in the history section
8 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Some History
9 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Timeline: Modern Islamic Finance
Adapted from: Yusuf Talal DeLorenzo and Michael J.T. McMillen, Law and Islamic Finance: An Interactive Analysis (2007),
and Yusuf Talal DeLorenzo presentation of February 17, 2009, US Treasury. Dates are approximate.
Inception of thinking;
Development of the Sharīʿah:
Nominate Contracts
633
800
1000
10 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
1300
1500
1700
1900
1996 2011
Timeline: Modern Islamic Finance
Adapted from: Yusuf Talal DeLorenzo and Michael J.T. McMillen, Law and Islamic Finance: An Interactive Analysis (2007),
and Yusuf Talal DeLorenzo presentation of February 17, 2009, US Treasury. Dates within any given period are approximate
Post WWII
independence
leads to new
nationalisms
and the popular
revival of
indigenous
institutions
1970’s
Gulf Investment House
Bifurcated US residential real
estate ʾistisna ʿ– ʾijāra
structures
(Maconda Park – Truman Park)
Modern Islamic “finance” begins: focus
on “investment” side; move to ʾjmāʿ;
nominate contracts as building blocks
Islamic banks open in Asia
and Europe. Real Estate,
leasing and commodities
1980’s
Islamic banks and finance
houses open in Middle East
Conventional banks open “Islamic
windows”: deposit side focus
11 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
1990’s
Saudi Chevron
bifurcated
rahn-ʿadl
structure
1996
1998
Arcapita
Watermark
Paddlesports:
private equity
1999
2000
2001
Dow Jones Islamic
Market Index Fatwā
United Bank of Kuwait
IIBU equipment leasing
funds – operating
leases in the US
KFH Lease Fund and Wafra lease funds –
US equipment operating leases;
Investcorp conventional and Islamic
residential fund
Timeline: Modern Islamic Finance
Adapted from: Yusuf Talal DeLorenzo and Michael J.T. McMillen, Law and Islamic Finance: An Interactive Analysis (2007),
And Yusuf Talal DeLorenzo presentation of February 17, 2009, US Treasury. dates within any given period are approximate
First Compliant ETFs and REITs
Sharīʿah-compliant private
equity: Aston Martin
Islamic Indexes delist
Enron, Worldcom, Tyco months before their falls
Sukūk, Islamic asset
and whole-business
securitizations:
AAOIFI Standard
HSBC Amanah
Global Properties
Income Fund:
real estate
2001
2002
East Cameron
bankruptcy filing
2003
First sukūk value of issues
doubles each
succeeding
year until 2008
12 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
2004
Fatwā for Sharīʿahcompliant short sales
and options
AAOIFI Sukūk
Clarification
2005
2006
2007
2008
Rated sukūk based on US assets:
East Cameron Oil & Gas
Compliant assets on the LME
total US$100 Billion
Development of the Sharī`ah as Law of Commerce
Sharīʿah principles
(re commerce and
finance) grew out
of trade - in the
Arabian peninsula
1,400 years ago.
The paradigm
structures are:
•sales
•partnerships
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Revival and Recovery
 ʾIjmā: Consensus necessary across four primary Sunnī madhāhib (schools
of Islamic jurisprudence): think of product development and sales
difficulties in the period prior to consensus (transaction costs)
14 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Revival and Recovery
 Historically, under the Sharīʿah, there were a limited number of contractual
transactional forms for the conduct of business – the “nominate contracts”
 Trade-based – quite rigid – ‘silo’ approach still predominant up to 1998
 They included:








Loans (qarḍ hassan)
Gifts
Sales (bay), such as murābaha (sale at a mark-up)
Leases – a type of sale of the usufruct (ʾijāra)
Joint ventures and partnerships (sharikāt, muḍāraba)
Manufacture or construction contracts (istisnaʿ)
Agency (wakāla)
Others
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Transition Factors
 Scholars and practitioners began moving away from a conception of
the nominate contracts as being immutable and rigid
 Toward a more flexible conception of these structures as ‘building
blocks’

Structures are developed to allow conventional interest-based financing to
participate in the transaction (examples later) – bifurcated structures
16 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
The Dow Jones Fatwā
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Permissible Impurity and Purification: the Dow Jones Fatwā
 Prior to 1998, any violation of Sharīʿah, however slight, rendered the
transaction impermissible
 Prior to 1998, a totally observant Muslim could not purchase a share of
stock – ribā being a major constraint
 Dow Jones Islamic Indexes fatwā of 1998 (amended 2003)
 The tests: permissible business (“core” business), permissible
instruments, and permissible impurity and financial tests
 Institutionalization of a degree of “permissible impurity”
 Institutionalization of cleansing or purification
 Cleansing and purification – small amounts of impermissible interest
income could be cleansed or purified by donation to charity
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Bifurcated Structures:
Generic ʾIjāra
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First Sharīʿah-Compliant Structures

Assumption: US and European banks needed to finance real estate transactions in,
first, the US and, later, Europe

These banks would only make conventional interest-based loans




Familiarity
Credit and underwriting
Regulatory and tax
Other reasons

Bifurcated structures making use of both Sharīʿah structures and conventional
structures in an overall transaction that is determined to be Sharīʿah-compliant by
the Sharīʿah scholars

The first structures made use of the ʾijāra (lease) – basically a leveraged lease
format – familiar to bankers and lawyers

Those structures remain predominant throughout the world – adjusted for each
jurisdiction
20 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Synchronicity and Comfort

History of Documents – Lender Bias
 Initial Bank Representation
 No Bank – No Deal
 Modifications With Market Acceptance

Modules:








Backbone
Covenants
Representations and Warranties
Events of Default
Insurance
Rental Factors (lease rates)
Land and Property Description
Risk Grid
21 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Standard Loan Agreement
LOAN AGREEMENT
• Commitment to Lend
• Rate Calculations
• Disbursement Mechanics
• Amortization
• Conditions Precedent
• Mandatory Prepayment
• Representations and Warranties • Voluntary Prepayment
• Covenants
• Events of Default
• Remedies
• Indemnities
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Disbursement – Repayment Mechanism
LOAN AG
REEMENT
• Commitment to Lend
• Rate Calculations
• Disbursement Mechanics
• Amortization
• Conditions Precedent
• Mandatory Prepayment
• Representations and Warranties
• Voluntary Prepayment
• Covenants
• Events of Default
• Remedies
• Indemnities
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Reallocation of Provisions
LEASE (IJĀRA)
[CONSTRUCTION
(ISTISNA’A)]
LEASE
(IJĀRA)
• Rent Rate Calculations
• Commitment for
Construction
• Periodic Rent
• Disbursement Mechanisms
• Conditions Precedent
• Representations and
Warranties
• Representations and Warranties
• Events of Default
• Covenants
• Remedies
• Covenants
Acquisition transactions have no istisnaʿ – that is
for construction and development financings with
multiple draws
• Indemnities
PUT and CALL OPTIONS
• Mandatory Prepayments
• Voluntary Prepayments
24
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Bifurcated Structure - ʾIjāra
Compliant
Non-Compliant
Bank
Fund
Conventional Loan Agreement
Other Loan Documents
Lease (ʾIjāra)
Understanding to Purchase
Funding
Company
Understanding to Sell
Managing Contractor Agreement
Project
Company
Tax Matters Agreement
Occupational Tenant
Leases
Occupational
25 Tenants
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Tenant Compliance Issues
 Tenants may not engage in prohibited businesses (alcohol, pork, interestbased financing, non-mutual insurance, gambling, pornography,
prostitution)
 The Fund Manager, on behalf of the Fund and the Project Company, will
investigate the business of every occupational tenant
 Each occupational tenant lease must be Sharīʿah compliant
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Tenant Compliance Issues

Permissible impurity and cleansing doctrines come into play
 Recall that the test pertains to the “core business activities” of the relevant
entity – from the Dow Jones fatwā
 Available alternatives issues (an ATM, a restaurant with a bar, back office
operations of an insurance company, and other examples)
 Cleansing by donation of a portion of the proceeds
 Request to make lease compliant at inception; obligation to make it compliant
upon releasing or renewal of lease – accommodation to market realities

These tests have the effect of limiting the pool of properties available for
investments by a Sharīʿah-compliant fund

Investors and lenders must consider whether the property will draw sufficient
tenant interest based upon property type (office, industrial, mixed use, etc) and
locations

Not an issue for residential properties
27 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Lease (ʾIjāra)
Bank
Loan Payments
Dividends
Debt Service
Conventional Loan Agreement
Other Loan Documents
Lease (ʾIjāra)
Funding
Company
Rent
The Funding Company, as the lessor, will lease the Project
to the Project Company, as the lessee, pursuant to the
Lease (ʾIjāra). This is a Sharīʿah-compliant lease. In the
US, Rent equals periodic debt service, precisely.
28 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Project
Company
Rent
Occupational Tenant
Leases
Occupational
Tenants
Understanding to Purchase and Understanding to Sell
Understanding to Sell is a “call option” for the project, in
whole or in part. The strike price equals all amounts due
on the conventional loan. All voluntary prepayments.
Bank
Debt Service
Conventional Loan Agreement
Other Loan Documents
Lease (ʾIjāra)
Funding
Company
Understanding to Purchase/Sell
Strike Price
Project
Company
Title
Understanding to Purchase is a “put option” for the project, in
whole or in part. The strike price equals all amounts due on the
conventional loan. Sharīʿah rule on inability to collect future
rents. Need mechanism to accelerate. All mandatory
prepayments.
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Occupational Tenant
Leases
Occupational
Tenants
Tax Matters Agreement
The Tax Matters Agreement indicates that the structure is a loan for US federal tax and
provides a transactional roadmap for the IRS, designating the allocations of portions of Basic
Rent and the purchase prices under the Understandings that are interest, principal, etc.
Bank
Loan
Funding
Company
Interest and Principal
via
Basic Rent Payments
Purchase Price Payments
Tax Matters Agreement
Project
Company
Occupational Tenant
Leases
Occupational
Tenants
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Myth: Complexity
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Myth: Complexity
 A frequent comment about Islamic finance is that it is too complex for
widespread use, especially in the West
 Look at the leasing context, and compare the ʾijāra with the leveraged lease
 This is the most widely used structure for real estate investments, private
equity investments and a wide range of other transactions
 It is one of two structures used for Sharīʿah-compliant home financings (the
other is the diminishing mushāraka)
32 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
ʾIjāra Structure
Bank
Fund
Conventional Loan Agreement
Other Loan Documents
Debt Service
Lease (ʾIjāra)
Funding
Company
Understanding to Purchase
Understanding to Sell
Project
Company
Managing Contractor Agreement
Rent/Purchase Price
Occupational Tenant
Leases
Occupational
Tenants
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Complexity – The Leveraged Lease
Equity
Funds
Progress
Payments,
14
Purchase Price
Debt Service
Revenue not
needed for
Debt Service
Reserve Fund
21
Equity
Participant
Trust
Certificate
9
Tax Benefits
10
Operating
Expenses
Revenue not
needed for
Debt Service
Lessee Security
Agreement
Lessee Mortgage
Lease
11
1
23
Lessee
Assignment of
Construction/Purchase
7
Agreement
Internal
Revenue
Service
17
19
Participation
Agreement 22
Lessor
8
23
Owner
Trustee
15
Owner Trust
Agreement
20
Notes, Bonds
16
Title
Rents: Basic,
Supplemental 18
13
Lenders
Indenture/Mortgage,
Assignments of Lease and
Rents, Assignment of
Lessee Security
Agreement and
Construction/
Purchase Agreement
Contractor
Manufacturer
Debt
Funds
Indenture
Trustee
12
Site Lease
Tax Indemnity
Agreement
17
Operating
Agreements
Offtake Agreements
Construction/
Purchase Agreement
Supply Agreements
5
6
2
3
4
Site
Lessor
Operator
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Offtakers
Suppliers
Contractor/
Manufacturer
Complexity - ʾIjāra
Equity
Funds
Lender
Indenture/Mortgage,
Assignments of Lease and
Rents, Assignment of
Lessee Security
Agreement and
Construction/
Purchase Agreement
12
Operating
Expenses
Debt Service
Debt
Funds
20
19
13
16
Title
Contractor
Manufacturer
Rents: Basic,
Supplemental 18
Funding
Company
15
21
Lessor
Progress
Payments,
14
Purchase Price
Equity
Participant
Revenue not
needed for
Debt Service
Tax Benefits
Equity
Funds
Reserve Fund
Lessee Security
Agreement
11
Lease, Put, Call,
Managing Contractor 1
Assignment of
Construction/Purchase
7
Agreement
23
Internal
Revenue
Service
17
Lessee
12
Operating
Agreements
Operator
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Offtake Agreements
5
6
Offtakers
Construction/
Purchase Agreement
Supply Agreements
3
4
Suppliers
Contractor/
Manufacturer
The Complexity Myth and Misconception

At present, most Islamic finance transactions are less complex than their
conventional equivalents

It is anticipated that the level of complexity of Islamic and conventional finance
transactions will be essentially the same as more “compound” transactions
(involving both Islamic and conventional participants) are effected and as Islamic
finance becomes more sophisticated
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Sukūk
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Definition and Overview

Growth since 2003 – one of the fastest growing areas

One of the first instruments to access the debt side of the capital markets

Sukūk are of two types:


“Bond” structures – herein lies the problem – consider “whole
business securitizations”
Asset securitization structures

Most transactions to date are bond structures that involve, ultimately, a
sovereign credit

Only a few (one?) asset securitization sukūk
38 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Definition and Overview
 AAOIFI (Accounting and Auditing Organization for Islamic Financial
Institutions) sukūk standard
 Definition:
 certificates of equal value put to use as common shares and rights in
tangible assets, usufructs and services or as equity of a project or
investment activity
 distinguished from equity, notes and bonds
 they are not debts of the issuer
 may not be issued on a pool of (impermissible) receivables
 underlying business contract or undertaking must be Sharīʿahcompliant
39 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Fundamental Definitional Queries
 By definition, a sakk represents a fractional undivided interest in the
underlying asset
 It is quite similar to a “pass through certificate”, circa 1983, in US
mortgage-backed securities practice
 What is “fractional undivided ownership”?
 Tax benefits and burdens to certificate holder? Consider, e.g.,
depreciation, investment tax credits, phantom income, etc.
 Environmental liability to certificate holder?

,
 Sukūk are owned, overwhelmingly, by banks, insurance companies,
institutional investors and governments (consider Malaysia)
 What of ownership of the usufruct rather than the underlying asset itself?
 Consider these issues as we work through the discussion of sukūk
40 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Categories
 14 acceptable categories
 Securitization of:








an existing or to be acquired tangible asset (ʾijāra)
an existing or to be acquired leasehold estate (ʾijāra)
presale of services (ʾijāra)
pre-sale of the production or provisions of goods or commodities at a
future date (salam)
funding cost of construction (istisnaʿ)
funding acquisition of goods for future sale (murābaha)
capital participation in a project or business (muḍāraba or
mushārakah)
various asset acquisition and agency management (wakāla),
agricultural land cultivation (musra’a), land management (muqārasa)
or orchard management (musāqā) activities
41 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Issuances Generally: to September 2008
Total Issuances:
Total Offerings:
US$ 87,955.22 million
596
Sovereign Issuances:
Corporate Issuances:
35%
65%
Malaysia
Source: Michael J.T. McMillen
and John A. Crawford, Sukuk in
the First Decade: By The
Numbers, Dow Jones Islamic
Indexes Newsletter, Issue 3,
2008.
Issuances:
Total Volume:
267 (44.80%)
US$ 37,696.72 million (42.86%)
Issuances:
Total Volume:
150 (25.17%)
US$ 6,149.78 million (7.00%)
Issuances:
Total Volume:
34 (5.70%)
US$ 26,977.48 million (30.67%)
Bahrain
UAE
Total Number: Malaysia + Bahrain: 69.97%
Total Volume: Malaysia + UAE: 73.53%
Compare: Gambia: 36 (6.04%) and US$ 11.49 million (0.0%)
42 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Issuances by Industry Sector
Source: Michael J.T. McMillen and John A. Crawford, Sukuk in the First Decade: By The Numbers, Dow Jones Islamic Indexes Newsletter, Issue 3, 2008.
43 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Issuances by Sharī`ah Structure
Source: Michael J.T. McMillen and John A. Crawford, Sukuk in the First Decade: By The Numbers, Dow Jones Islamic Indexes Newsletter, Issue 3, 2008.
44 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Issuances by Sharī`ah Structure and Year
Million (US$)
35,000
Musharaka
Murabaha
Modarabah
Istisnaa
Ijarah
Al Salaam
Al-Istithmar
30,000
25,000
Source: Michael J.T. McMillen
and John A. Crawford, Sukuk in
the First Decade: By The
Numbers, Dow Jones Islamic
Indexes Newsletter, Issue 3,
2008.
20,000
15,000
10,000
5,000
0
2000 & before
45 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
2001
2002
2003
2004
2005
2006
2007
2008
Issuances by Tenor and Dollar Volume
180
160
140
120
100
Source: Michael J.T. McMillen
and John A. Crawford, Sukuk in
the First Decade: By The
Numbers, Dow Jones Islamic
Indexes Newsletter, Issue 3,
2008.
80
60
40
20
0
3 Months
Al Salaam
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6 Months
Al-Istithmar
1-4 Years
Ijarah
5 Years
Istisnaa
6-9 Years
Modarabah
10-19 Years
Murabaha
20 Years
Musharaka
Annual Issuances by Tenor and Number
Source: Michael J.T. McMillen and John A. Crawford, Sukuk in the First Decade: By The Numbers, Dow Jones Islamic Indexes Newsletter, Issue 3, 2008.
47 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Generic Sukūk al-ʾIjāra Structure
Holders
Sukūk
Proceeds
Prior to the global financial crisis, banks expressed a
willingness to purchase the sukūk. None done in US as yet.
Most transactions involve sales of sukūk in the markets.
What markets? Local banks and and Western banks and
insurance companies have been major purchasers. Thus far,
however, these have involved sovereign credits on the
obligations.
Lease (ʾIjāra)
Funding Company
Understanding to Purchase
Understanding to Sell
Project Company
Managing Contractor Agreement
Occupational Tenant
Leases
Off-takers /
Tenants
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Conclusions - Musings

Islamic finance is all around you, and it will continue to expand

United States (in particular ) and the West:


one of the largest Islamic finance markets
an unheralded leader in the development of sophisticated structures for
Islamic finance

Islamic finance is structured finance that is already familiar to many; it is not
mystical

There have been various instances of doctrinal compromise that have facilitated
the growth of the Islamic finance industry, and many of those compromises
acknowledge Western financial market practices

These compromises are areas of dynamic tension, and the doctrinal disparity
decreases with time

At the regulatory level, the global reevaluation presents an opportunity to consider
and integrate Islamic financing principles; and that is occurring

The greatest opportunity is enhanced cultural understanding and appreciation
50 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
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Attributions
Alhambra, Moorish architectural detail
Sarouk Fereghan Carpet, detail, North Persia,
circa 1910, signed Taushandjian
Sotheby’s
53 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Attributions
Samarkand Carpet, Eastern Turkestan, circa 1900
Sotheby’s
Mosque ,Cathedral de Qous, ornamentation,
G. Weber, lithographer
New York Public Library
54 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Attributions
Faiences Murales - du Tekyeh des Derwiches
(SVIIe.siecle),
New York Public Library
Timurid blue and white lotus bowl., Persia, 15th
century,
Sotheby's. L10223-206-lr-1
55 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Attributions
Abbasid lustre pottery bowl, Iraq or Tunisia, 2nd
half of 9th century,
Sotheby’s L10225-60-lr-1
Kahsan pierced white ware pottery bowls, Persia.
circa 1200,
Sotheby's. L10225-79-lr-1
56 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved
Attributions
Late Ayyubid - Early Mamluk, deep bowl, Raqqa
or Damascus. mid-13th century
Sotheby's, L10223-171-lr-1
Safavid Bombroon Pottery Bowl, Persia, 17th
century
Sotheby's, L10223-210-lr-1
57 Copyright © 2008-2011 Michael J.T. McMillen; all rights reserved