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Tokenisation of investment funds: some legal challenges
Much like the industrial and information revolutions before it, the Digital Assets revolution will fundamentally reshape the landscape of financial services. Everything we now know in financial services will be impacted. With the tokenised assets market projected to reach $18.9trn by 2033 (Ribble and Boston Consulting Group1), this article explores some key legal issues arising from the tokenisation of investment funds.
01 July 2025“Make-whole” clauses under Ch 11 and Pt 26A restructuring plans
While the Pt 26A restructuring plan in English law has been in existence for five-years, and daily expands its depth of case-law, we still often look across the Atlantic Ocean to the American Ch 11 restructuring fights to see issues not yet addressed on these shores. One such hot topic in the American sphere is the treatment of “make-whole” clauses and post-insolvency interest, and whether such matters can and should be considered within a restructuring.
01 July 2025Creative class composition: the hunt for the anchor class
The Restructuring Plan’s cross-class cram down tool gives distressed companies new opportunities to impose contested deals on dissenting stakeholders through creative composition of “cramming” or “anchor” classes. No one can be surprised that debtors are using the law to their advantage, but how far will the courts let them go in the hunt for such anchor classes?
01 July 2025Is 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.
01 July 2025Conspiracy theories: unlawful means conspiracy and the problem of private rights
Over the last two decades the scope of the economic torts has been considered in a variety of business contexts and the tort of conspiracy to injure by unlawful means is no exception. Liability may arise where two or more persons combine and take unlawful action with the intention of causing damage to a claimant who incurs the intended damage. Difficult questions about the state of mind of those involved have often arisen. But in the years since the decision in The Racing Partnership Limited v Sports Information Services [2020] EWCA Civ 1300, those participating in competitive deals, where gain could be said to come at the expense of another, may find themselves alleged to have participated in a tortious conspiracy despite believing their activities to be lawful.
This article examines the current state of the law, where difficulties have arisen, and the need for the limits of the tort to be explored further in order to address uncertainties that remain.
Will lenders have confidence to lend against commonhold?
The Commonhold White Paper, published in March 2025, proposes changes to the commonhold scheme in the Commonhold and Leasehold Reform Act 2002 which are said to make it beneficial not just to flat owners, but also to lenders. This article gives an overview from the lender perspective and as against leasehold.
01 July 2025A guide to virtual IBANs and their regulation
Virtual IBANs have become increasingly popular in the payments industry, but are not always well understood, and the application of regulation (and payment system rules) to vIBANs is not always straight forward. This article explains vIBANs and how they are used, and comments on some related regulatory considerations.
01 July 2025Can a watchdog retreat revitalise the London market?
This article examines the decline of London’s financial markets and explores whether a regulatory retreat can revitalise the market. Factors such as Brexit and stringent regulations have decreased initial public offering activity, prompting the UK government to relax rules. However, this raises concerns about weakened corporate governance and investor protection. The challenge is balancing market growth with strong regulatory safeguards.
01 July 2025Revitalising European securitisation: a French perspective
Europe’s securitisation market is poised for a comeback, but only if it can break free from outdated constraints and embrace bold reform. This article dives into the regulatory crossroads facing the sector, compares the EU’s cautious approach with the dynamism of the US and UK, and spotlights France’s policy initiatives. With trillions needed for green and digital transitions, the piece argues that a revitalised securitisation market could be Europe’s secret weapon for economic growth and financial sovereignty, if policymakers are willing to seize the moment.
01 July 2025MiCA: unresolved questions
The EU Markets in Crypto-Assets Regulation has been in force for the better part of a year. Still, many legal questions surrounding its scope of application remain unanswered and new questions are emerging at a rapid pace. Among those open issues are whether European Markets in Crypto-Assets Regulation’s (MiCA’s or MiCAR’s) asset-referenced tokens can be characterised as derivative financial instruments under MiFID II, as well as their differentiation from “other” cryptoassets. The understanding of white paper obligations is evolving. The question of how cryptoassets service providers (CASPs) may use cryptoassets initially received for custody purposes is being debated, and the link between EU and national law raises further questions about how to insolvency-proof a CASP’s custody business. This article aims to shed light on these topics and provide ideas for an understanding of MiCA’s provisions going forward.
09 June 2025
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