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Waving not drowning: Thames Water clarifies approach to out of the money creditors
In this article, the authors consider certain issues of principle decided or clarified by the Court of Appeal in the Thames Water restructuring plan: Kington S.À.R.L. & Ors v Thames Water Utilities Holdings Lt d [2025] EWCA Civ 475. Namely: the requirement to consider the treatment of “out of the money” creditors when assessing whether the allocation of benefits under a plan is fair, and the meaning of the expression “restructuring surplus” or “benefits preserved or generated by the restructuring”.
09 June 2025Schrödinger’s Deed: can an instrument be two things at once?
Following the obiter comments of HHJ Pelling KC in Macdonald Hotels Limited & Anor v Bank of Scotland PLC [2025] EWHC 32 (Comm), there may be reasons for the financial sector to be concerned about a common approach to the execution of agreements in cases where the counterparties intend the instrument to be simultaneously both a deed (for one or more parties) and a simple contract (for the other party or parties). James Hall and William Golightly of Gatehouse Chambers consider the court’s treatment of the “intention requirement” for deeds in s 1(2) of the Law of Property (Miscellaneous Provisions) Act 1989.
09 June 2025Understanding debt finance in football: debt factoring and secured loans
In this article the authors examine the use of certain debt products, namely debt factoring of future revenue streams and secured loan facilities, in the football finance market.
06 May 2025Proposed UK corporate redomiciliation: issues for lenders
Corporate redomiciliation is the process by which a company changes the place where it is incorporated, so as to become subject to the company law of a new jurisdiction whilst retaining its legal personality. In October 2024, a UK independent expert panel issued a report to the UK government setting out a proposed regime for corporate redomiciliation to and from the UK. This followed a government consultation on the principles of a corporate redomiciliation regime in October 2021. The government intends to consult in due course on a proposed regime design.
Many jurisdictions, including Singapore, Jersey, Luxembourg, Australia, New Zealand, Canada and the State of Delaware, already have redomiciliation regimes and companies in the EU can move to another member state. Lenders may therefore have already considered the implications of a company redomiciling but each regime differs and it is therefore important to consider the UK proposals and their implications.
Political risk insurance: safeguarding global supply chains amidst geopolitical tensions?
In today’s interconnected global economy, a stable supply chain is crucial for international business. From our experience, companies are increasingly concerned about geopolitical risk as a key risk factor when managing their supply chains. This article explores whether political risk insurance can help to safeguard supply chains against geopolitical disruption.
06 May 2025ECCTA 2023 and corporate decision-making: considerations for corporate practitioners
In this article, Philip Morrison addresses the implications of the requirement to provide certain information and the automatic removal of disqualified directors provision in the Economic Crime and Corporate Transparency Act 2023 for corporate decision-making and makes practical suggestions for corporate due diligence exercises.
06 May 2025So long, farewell: thoughts on transferring security
Transferring security is one of those topics which finance lawyers generally shy away from. We do it if we must but avoid it if we can.
06 May 2025Article 12 of the US UCC and the Draft English Property (Digital Assets etc) Bill 2024: potential impacts on fund finance transactions
In this article, the authors consider the impact of the changes introduced by Art 12 of the US Uniform Commercial Code and the draft English Property (Digital Assets etc) Bill 2024 on fund finance transactions, looking at the difference between collateral over subscription obligations (such as limited partner commitments) and net asset value collateral over portfolio equity interests, and the complexities of relating the technological attributes of tokenised structures to such legal principles (as where the company’s definitive share register is maintained on the blockchain).
06 May 2025Asymmetric jurisdiction clauses: when will they be effective?
Asymmetric jurisdiction clauses (also known as unilateral or one-way clauses) allow one party greater choice than the other as to the courts in which proceedings can be brought if a dispute arises under the agreement. Such clauses are often used in finance agreements, where they typically require an obligor to bring claims in a named jurisdiction, but permit the finance parties to sue in any competent court. This gives the finance parties flexibility to choose an appropriate jurisdiction once a dispute arises depending on where the counterparty may have assets at that time.
06 May 2025Digital assets and reform of the financial collateral regime
In this article, Jonathan Haines considers whether the requirements of the UK’s Financial Collateral Arrangements (No.2) Regulations 2003 are compatible with market practice for digital assets in light of proposed reforms, particularly in the context of mixed portfolios, looking at whether digital assets qualify as cash or financial instruments, the position where the digital asset is held through a custodian, and where the digital asset represents equitable interests under a trust.
06 May 2025
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