Articles by author
Is there room for more than one concept of Material Adverse Change in your Facility Agreement?
This article was inspired by the UCL ‘Contract Law and the Unexpected’ conference on 16 May 2025 (Conference). At that conference a paper was presented which argued that material adverse change (MAC) clauses are similar to force majeure clauses and deal with uncertain events, but often with insufficient clarity. In this article we look at whether conventional MAC clauses in facility agreements are fit for purpose, and what that purpose is. We also look at a hybrid approach which creates a contractual renegotiation obligation when there is a change which may have a material adverse effect on the business or operations of the Borrower but falls short of being likely to cause a financial covenant breach or insolvency. This is also considered in the context of the debate about the role of good faith in contracts and its application to debt financing arrangements.
27 JUN 2025The limitations of limited recourse
This article unpacks the risks for lawyers advising on financing transactions which are, on their face, limited recourse transactions, looking at alternative routes to recourse which funders may have against the operating companies, their directors and shareholders who utilise these financing structures. The underlying security assets are typically some or all of real property, shares, receivables and bank accounts.
30 SEP 2024Intercreditor agreements and the new Restructuring Plan
In this article the authors consider how the new Restructuring Plan under English law interacts with intercreditor agreements which have voting restrictions and other contractual prohibitions on creditor actions.
1 JUN 2021The impact of the Corporate Insolvency and Governance Act 2020 and the Finance Act 2020 on drafting Loan Documentation and Practice: update
In this article, Georgia Quenby considers the documentary and structural changes that are becoming prevalent in secured lending and special situations documentation to mitigate the impacts of both the Corporate Insolvency and Governance Act 2020 and the Crown Preference.
1 APR 2022
