Articles by author
Clarity versus confusion in leveraged finance: Part 2
Part 1 of this article, published in last month’s edition of this journal, highlighted the significant uncertainty in the meaning of the contractual terms of large scale leveraged finance transactions. Part 2 of this two-part article explores how the ambiguity and uncertainty in leveraged loan terms is not simply explainable by reference to market conditions; leveraged finance lawyers working in large international law firms in London have played a key role as engineers of this ambiguity. Lawyer activity in this sector is closely connected to the compromised independence of the lawyers who act for the bank lenders, symbolised by the controversial practice of lawyer designation. This compromised independence can in turn be understood as a consequence of the series of law firm and market-based dynamics which are explored in this article. The article also examines how the lawyers who act for private equity sponsors have, in response, engaged in contractual boundary pushing, a key element of which is the retention, insertion and exploitation of ambiguous drafting.
28 JUL 2025Clarity versus confusion in leveraged finance: Part 1
Drawing on the author’s empirical research, this two-part article zooms in on the significant ambiguity in the language of European leveraged finance contracts, which generates confusion for the parties as to the meaning of key terms. This type of ambiguity also has negative implications for markets. Examples considered in Part 1 of this article include the “J. Crew trap door”, ambiguous permitted indebtedness covenants, and spurious and uncertain add backs to financial covenants. Part 2, to be published next month, explores the role that leveraged finance lawyers working in large international law firms in London played as engineers of this ambiguity.
27 JUN 2025Navigating conflicts of interest in European restructurings
Drawing a comparison with recent US Chapter 11 cases, this Spotlight article explores potential lawyer conflicts of interest in European restructurings of private equity-backed companies. Whilst, in contrast to the US, UK insolvency law does not seek to directly arbitrate these conflicts, solicitors practising in England and Wales should in any event be cognisant of their professional duties to act with independence and in the best interests of each client. In view of these duties, a solicitor or firm with a close connection to the sponsor should carefully consider whether it is able to act for the debtor company.
24 OCT 2024
