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Old debt, new terms or new debt, old terms: debt variation re-examined
This article examines the continuing importance of whether contractual amendments are variations of the original contract or result in a new contract altogether and the consequences for banking and finance transactions.
29 September 2025Governing law, ungovernable questions: the challenge of public international law in the World Bank’s development policy financing agreements
This article explores the challenges surrounding governing law in the World Bank’s development policy financing agreements (ie loan, credit, guarantee and the International Development Association’s grant and financing agreements). Multilateral development banks, such as the World Bank, play a critical role in addressing global development challenges in low- and middle-income countries. The World Bank (and indeed certain other multilateral development banks owing to their nature as supranational entities) adopts public international law as the governing law for its development policy financing agreements. English law or New York law are usually used in standard loan agreements due to their predictability, clarity and well-established precedents. The World Bank’s use of public international law – while aligned with its supranational status – raises questions around enforceability, jurisdiction and dispute resolution. The article describes the role of public international law in governing the World Bank’s development policy financing agreements and its practical application.
29 September 2025Use of the quoted Eurobond exemption in the loan markets: why, when and how?
The use of the note subscription agreements has become increasingly common in the EMEA loan markets. There are various tax and regulatory reasons why an entity may choose to obtain debt finance by issuing notes, rather than by borrowing a loan. A common reason that UK companies choose to obtain debt finance in this way is to benefit from the quoted Eurobond exemption from UK withholding tax.
This article explains when this exemption is most likely to be relevant, the criteria that must be satisfied to benefit from it, and the key documentary and practical implications of using it.
Petrofac: the unanswered question of fair allocation
The Court of Appeal’s recent decision in Saipem S.P.A and Ors v Petrofac Limited & Ors [2025] EWCA Civ 821, overturning Marcus Smith J’s decision in the High Court ([2025] EWHC 1250 (Ch)) (Petrofac), has generated substantial comment. This is the third Court of Appeal decision on Pt 26A of the Companies Act 2006, the other two being Kington S.A.R.L. & Another v Thames Water Utilities Holdings & Ors ([2025] EWCA Civ 475) (Thames Water) and Strategic Value Capital Solutions Master Fund LP v AGPS Bondco PLC ([2024] EWCA Civ 24) (Adler). The main issues addressed in Petrofac were whether the position of creditors who were “out of the money”1 in the relevant alternative (insolvency, as in all three cases) could be disregarded when considering whether the benefits generated or preserved by the restructuring had been allocated fairly, and the proper approach to evaluating what constitutes a “market return” for new money advanced under a restructuring plan.
29 September 2025The evolution of the ESFS in a time of armed conflict: legal foundations, policy options and practical considerations
The EU remains, by design and aspiration, a project of peace. Yet a deteriorating global security environment requires policymakers, supervisors and private-sector actors to contemplate an unprecedented question: how would the European System of Financial Supervision function (ESFS) – and how might it have to evolve – were the EU or NATO drawn into armed conflict? This article analyses, from a legal and strategic perspective, the extraordinary measures that could be deployed to safeguard the Single Market for financial services in wartime. After setting out the relevant treaty bases, the discussion examines: (i) emergency legislation and supervisory override of business-as-usual (SOBAU); (ii) likely pathways towards further institutional centralisation; (iii) the special role of emergency money – ranging from historic Notgeld to a future Digital Euro with offline functionality; and (iv) the preparedness agenda for financial institutions. The contribution concludes that pre-emptive legal clarity, coupled with rigorous private-sector contingency planning, is indispensable if Europe’s financial architecture is to remain resilient under the most extreme of circumstances.
29 September 2025A risky business: giving and receiving “free” advice
This article considers when an investment bank might (or might not) be entitled to payment for work performed in the hope of winning a mandate, and the risk to a client of accepting such services whilst remaining silent about whether it intends to pay.
28 July 2025The case for paying the costs of insolvency from fixed as well as floating charge assets
This article proposes that insolvency costs should be paid from both fixed and floating charge assets from a percentage cap of their joint value. It argues that doing so would increase the pool of assets from which to satisfy insolvency costs, whilst retaining the utility of charges as a form of security.
28 July 2025DeepSeek and the rise of financial AI: legal and regulatory perspectives from China
DeepSeek and artificial intelligence (AI) have been widely adopted in China’s financial markets, though their use also introduces significant technological risks. This article explores the financial application scenarios of DeepSeek, examines the gaps between China’s financial regulatory framework and emerging technological risks, and offers recommendations for improving financial regulation in the era of low-cost AI.
28 July 2025The role of “administrative parties” in distressed and default scenarios
In this article, we consider the roles and duties of what are often described as “administrative parties” (namely, facility agents, bond/note trustees and security agents/trustees) in various distressed and default scenarios (including liability management exercises, enforcements and comprehensive financial restructurings). We focus on the intersection between the roles of such agents and trustees in the transaction, their contractual obligations and any applicable statutory, common law or equitable duties.
28 July 2025Novation of loan facilities: impact on guarantees and borrower declarations
In this article Lisa Lacob considers arguments run on the basis that novation of loan facilities extinguish the original contract and replace it with a new one. Much will depend on the precise terms of the loan facilities and associated guarantees, but prudent lenders will want to make sure that certain terms cover the possibility of novation.
28 July 2025
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