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It is becoming increasingly clear that the nature of the relationship and expectations between the contracting parties is a key factor in whether a Braganza  term will be implied. This aligns with the usual case-by-case approach to the construction of contracts and the implication of terms.

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.

In this article the author considers the variations in the terms of key covenants within the same debtor groups, particularly in multi-tiered debt capital structures (involving Super Senior RCF, Senior Term Debt, Mezzanine and High Yield Bonds) in the European leveraged finance market, how this is playing out at different points of the credit cycle, and if there may be a way in which the market can more cohesively address/reconcile these differences.

The co-architect of the design and drafting of the modern form of master trading agreements, such as the Global Master Securities Lending Agreement (GMSLA), Global Master Repurchase Agreement (GMRA) and ISDA Master Agreement, Jeffrey Golden KC (Hon), once stated that "the answer is always netting". The continuing force of the statement lies in netting's central role in both counterparty credit risk mitigation and financial stability. However, the effectiveness and enforceability of netting under these master trading agreements have come to depend on legal opinions intended to confirm enforceability. 
Yet, 40 years after the capital markets industry started to utilise these legal opinions for this purpose, very little has changed in how they are produced or operationalised. Legal opinion practice in the financial markets has not kept pace with the complexity of modern trading relationships, evolving regulatory requirements, or the increasing role of technology and the digital agenda. Prudential regulators and supervisory bodies, including the Federal Reserve, the Prudential Regulation Authority, the European Central Bank and the Australian Prudential Regulation Authority, have responded with enforcement action where supervised firms have taken regulatory capital relief without adequate processes, systems and controls in place. The answer remains netting, but it starts with a more digital and data-driven approach to counterparty due diligence, anchored in the Legal Entity Identifier (LEI). This article explains why the LEI is essential to ensuring that netting remains the ultimate solution. 

Contractual discretions and absolute rights are conventionally distinguished, with rationality constraints applying only to the former. The better analysis is that these concepts exist on a spectrum rather than as distinct categories. The trend in recent cases is increasingly in favour of implying rationality constraints but tailoring their scope depending on where the decision falls on this spectrum. The issue of relief remains underexamined in the case-law. It remains unclear which types of Braganza breaches result in nullity and what effect nullifying a decision produces. These issues will likely generate future disputes.

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.

Comparing the recently adopted EU and US regulatory regimes on stablecoins, this article seeks to explain the legal approach, in those two jurisdictions, to the question of the legal feasibility of multi-issuance schemes, ie those involving the parallel circulation, in the EU and the US, of payment stablecoins of the same issuer, marketed as: (i) fungible (substitutable); and (ii) redeemable in either jurisdiction.

In this article, the authors consider whether DeFi can maintain its open, disintermediated ethos while integrating with compliance frameworks.

This article looks at some of the vulnerabilities that emerge from the growth of private credit, particularly in light of the systemic stability concerns that have been raised by the Bank of England in the UK, and other policymakers globally. It provides an understanding of the shift of key intermediation activities from banks to non-banks, the causes of this trend, and the challenges it poses to regulators. This article argues that the growth of private credit today has its roots in pre-2008 shadow banking, and it is ill-suited to address questions of access to finance for the real economy.

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.