Feature
751
LMEs under attack: possible challenges and how they might succeed
With the ever-increasing and more ambitious use of out-of-court liability management exercises mechanisms for debt restructuring, dissenting creditors are having to consider the possible claims that they can bring to challenge an unfair transaction. In this article, we consider the possible claims that might be brought, the consequences of a successful challenge, and the novel issues that the courts will face if and when challenges become more frequent.
28 February 2026Calling a spade a spade: substance over form in covenants restraining further borrowing
This article explores whether negative covenants restraining borrowers from assuming further borrowing at certain interest rates might be evaded and the importance of treating interest as a matter of substance not form.
28 February 2026Political risk in project and infrastructure finance: rising challenges and modern mitigation strategies
Drawing on transaction experience across Europe, the CIS, Asia and Africa, this article examines the most material political risks affecting project finance today and assesses how mitigation strategies have evolved in response.
Project finance has always involved the allocation and management of complex risks across financing construction, legal, operational and political domains. Among these, political risk has become a central constraint on bankability, particularly for large infrastructure, energy and natural resources projects operating across borders.
This shift reflects a broader change in behaviour of states. Governments are more interventionist in sectors viewed as strategic, fiscal pressures are increasing and geopolitical fragmentation has reduced tolerance for long-term private contractual arrangements that limit public policy flexibility. As a result, political risk can no longer be treated as a residual issue addressed through standard documentation; it has become a core structuring consideration for lenders and sponsors. From a lender perspective, this shift has tangible consequences. Political risk is no longer assessed late in the diligence process or treated as residual documentation issue; it increasingly dictates whether a transaction proceeds at all.
Increasingly, these risks are shaped not only by host-state behaviour but by wider geopolitical dynamics, including sanctions regimes, strategic competition over natural resources, and intervention by third states pursuing national or regional interests. As a result, projects may be exposed to political risk even where domestic institutions appear stable and contractual frameworks are robust. This shift marks a move from traditional country risk analysis towards a broader assessment of geopolitical risk, which can evolve rapidly and is often beyond the control of project counterparties.
Can we vibe code financial contracts?
Writing executable financial contracts remains a challenge due to the linguistic gap between legal prose and computer code. Logical English (LE) bridges this divide, offering a human-readable yet executable framework. This article examines the emergence of “vibe coding”–an iterative, agentic workflow using Generative AI – to automate contract development. By leveraging Large Language Models to translate legal intent into formal LE structures anchored in the Common Domain Model, the industry can move toward a “vibe-to-code” reality. This approach harmonises the probabilistic power of AI with the deterministic certainty required for banking law and complex derivative documentation.
27 February 2026Low or maximum security? Navigating the risks in taking security over AI-generated materials
This article explores the legal and commercial risks for lenders and investors taking security over assets consisting of, or containing, Artificial Intelligence and Large Language Model generated materials. In light of those risks, this article considers practical steps that lenders and investors may wish to consider taking in order to mitigate those risks where possible.
08 February 2026Unlocking the potential: why the EU needs a dedicated securitisation special purpose entity
This article proposes the creation of a single pan-EU legal framework for the establishment and operation of EUSSPEs to facilitate pan-EU securitisations, with EUSSPEs incorporated under EU law, pursuant to a supranational framework above the 27 member state legal systems.
08 February 2026The fraught identification of the wealthy investor as a “consumer” and/or “professional”
In this article, Ben Smiley and Helena Spector examine recent case law concerning the frequently thorny question of whether those who make high-value, sophisticated personal investments are “consumers” and/or are “professional clients” for the purposes of different legislation such as the Consumer Rights Act 2015 and the FCA Handbook, and thus are entitled to the protections therein. The contest over these protections for high-value investors is likely to continue.
08 February 2026Supply chain finance in the EU: Part 2 – fixing enforceability: conflicts of law, true sale and an interoperable e‑notice regime
Cross-border supply chain finance (SCF) in the EU is critically vulnerable to legal uncertainty, primarily due to divergent member state rules governing receivable assignments, debtor defences, set-off and “true sale” characterisation. This fragmentation hinders enforceability, reduces advance rates (the amount of the loan advanced) and complicates recoveries, thereby exposing a significant structural gap within the Single Market. This article outlines a practical legal blueprint for a targeted EU SCF Regulation designed to address these challenges comprehensively. The proposed framework includes a clear conflicts-of-law rule for third-party effects and priority, calibrated debtor-defence and set-off treatment and objective safe-harbour criteria for true sale. Furthermore, it details an interoperable electronic notice (e-notice) regime crucial for establishing opposability (when the debtor becomes officially aware of the new arrangement), fixing priority and preventing double-pledging across the EU. This harmonised approach promises to transform the current fragmented landscape into a predictable and enforceable cross-border market, fostering greater resilience, efficiency and liquidity in EU SCF operations.
08 February 2026Security over e-money: the form of security and blocking
Electronic money (e-money) is now a familiar part of the corporate financing world and it is now common to see corporates wanting to use their e-money as collateral on a range of financing transactions. In this article, we examine the key legal and practical aspects of structuring English law security over e-money, in particular whether the statutory right to redemption impacts the ability for a secured party to have effective control over e-money. This article reflects the current English law on e-money. Changes to the safeguarding regime (applicable to e-money issuers in the UK), which may alter the status of funds held for e-money-holders, are envisaged but are not yet in place. This article considers some provisions of legislation at the EU level, since the Electronic Money Regulations 2011 entered into law based on EU directives (prior to Brexit).
08 February 2026Sustainable finance: leaving everyone behind
This is the second in a series of articles which identifies certain of the issues which may have caused the green and sustainable finance market to have become relatively depressed of late.
08 February 2026
