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Payback time: when lending agreements are silent on key terms
This article considers a number of important principles relating to the repayment and prepayment of loans and how they are applied when a loan agreement fails expressly to cover them.
22 November 2025Challenging the status quo: designated counsel and sponsor blacklists
In this article Michelle Gilmore-Parry explores the recent adoption of sponsor blacklists in European leveraged financings and discusses some key considerations for lenders.
22 November 2025Legislating virtue: unfair relationships in the Supreme Court
This article considers three aspects of the Supreme Court’s decision on unfair relationships in Hopcraft : (i) the new approach to undisclosed commissions; (ii) the approach to the commercial tie; and (iii) the nature of the remedy. In the light of that analysis, some comments are offered on the nature of the jurisdiction.
22 November 2025Losing privilege for iniquity short of fraud: implications of recent s 423 cases
Section 423 of the Insolvency Act 1986 allows courts to unwind transactions entered into to prejudice creditors without requiring proof of dishonesty or fraud. Recent case law has nevertheless treated such claims as inherently alleging “disreputable” conduct, with significant implications for privilege and pleading requirements. This article examines the iniquity exception to privilege in s 423 claims, with particular focus on the November 2024 decision in Invest Bank v El-Husseini [2024] EWHC 2976. That decision suggests that establishing a prima facie case of an undervalue transaction entered into for the statutory purpose engages stricter pleading rules and displaces privilege. However, uncertainty remains about the boundaries of this presumption of inherent iniquity and its practical implications for privilege loss across s 423 cases.
22 November 2025Loan participations: conflict-of-laws challenges under English and New York law
This article examines the divergent treatment of loan participations under English and New York law, focussing on how each jurisdiction characterises the legal relationship between grantor and participant. It explores the conflict-of-laws challenges that arise when structuring cross-border financing transactions in which the underlying loan and participation agreement may be governed by different legal systems.
22 November 2025Debt relief moratoria: important issues for creditors
The Debt Respite Scheme (Breathing Space Moratorium and Mental Health Crisis Moratorium) (England and Wales) Regulations 2020/1311 (the Regulations), which were made under s 7 Financial Guidance and Claims Act 2018, created two types of debt relief moratorium:
(i) the breathing space moratorium, providing short term relief to debtors to enable them to obtain debt advice; and
(ii) the mental health crisis moratorium, providing relief to debtors undergoing a mental health crisis.
A moratorium affords the debtor far-reaching protection by significantly restricting the rights of affected creditors during the lifetime of the moratorium, most notably the right to take enforcement action.
There have now been a number of cases considering the Regulations but, as this article explains, aspects of their operation are ill-defined, and their scope remains uncertain in important ways. This article identifies the contentious and problematic elements of the Regulations and surveys the case law.
Financing data centres in the US and Europe: Part 2
In our previous article ('The key characteristics of data centres in the US and Europe: an overview for those involved in financings – Part 1' (2025) 10 JIBFL 694), in order to provide some background as to data centres as an asset class, we looked at data centres' real estate fundamentals, where in the world they are located, and different types of data centre. We also touched on concerns around energy, electricity, heating, cooling and water, all of which in turn make ESG topical in the context of data centres.
In this second article, we will discuss the financing of data centres, focusing particularly on the capital markets. No consideration of this topic would be complete without considering the pre-eminent US data centre financing market, so we will look at this, and in particular the division there between asset-backed securitisations and commercial mortgage-backed securitisations. We then move on to consider recent European data centre financings; their key features and how we expect this financing market to develop.
In this article we will not explain the basic fundamentals of financings, as this is intended for an audience which is already reasonably familiar with these structures.
Arbitration and insolvency in a sliding, multi-creditor context: Sapura and other common law approaches
A recent Singaporean case, Sapura Fabrication Sdn Bhd and Others v GAS and Another Appeal [2025] SGCA 13, provides welcome guidance on when arbitral proceedings can be carved out from a domestic restructuring and insolvency process. Continuing the debate about the clash between arbitration and insolvency, Sapura adds two new dimensions: the multi-creditor context and a sliding timescale. This article examines how best to interpret these novel elements in light of the spirit of the insolvency regime, namely facilitating the fair administration of assets according to creditors’ legal entitlements rather than a free-for-all favouring the most well-resourced and well-advised.
25 October 2025Walking away: lessons from the Vietjet litigation for retiring security trustees
In this article, Rebecca Zaman considers lessons to be learned from the recent VietJet litigation for a security trustee navigating its retirement and replacement as trustee, particularly in the context of a sale or other change of control of the lending.
25 October 2025Securities lending in the age of PISCES
The UK’s capital markets are eagerly awaiting the implementation of a new private company secondary trading platform following the adoption of the final rules for the Private Intermittent Securities and Capital Exchange System (PISCES) in June 2025. In the next six months, the London Stock Exchange and potentially other operators are expected to have PISCES platforms up and running, thereby marking the debut of the first regulated market for the intermittent secondary trading of private company shares.1 The timing seems auspicious: public listings in the UK and Europe have fallen to historic lows as private companies increasingly pursue alternative routes to liquidity.2 As private markets mature and investor demand grows, the PISCES framework may unlock opportunities for private company share lending, although such arrangements raise significant questions around valuation, settlement, transfer restrictions and alignment with existing share lending market practices.
25 October 2025
