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Climate risk in the commercial real estate market
In this article Matthew E Schernecke examines the effect of climate-related risk on the commercial real estate market, including the effect these risks will have on lenders’ and investors’ underwriting of loans and on the insurance coverage available in the market in respect of these risks, as well as possible implications on loan documentation.
09 June 2025Waving 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 2025No guarantees: UK corporation and withholding tax complexities of guarantees
The UK corporation and withholding tax treatment of guarantee arrangements and related payments is complex. Once the legal nature of the various guarantee relationships is understood, the UK tax analysis can be applied. However, even then difficulties can emerge in determining the UK tax corporation and withholding effect of guarantee arrangements given the lack of case law, guidance and legislative provisions specific to guarantees.
09 June 2025The LMA insolvency events of default clause: potential pitfalls and how to avoid them
This article considers the potential pitfalls in the LMA standard-form insolvency events of default clause and how the parties might seek to avoid them through targeted amendment and addition.
09 June 2025Convertible bonds: a valuable funding tool in volatile markets
This article considers why, in volatile markets, the attractiveness of convertible bonds as part of the funding toolkit for both issuers and investors is enhanced. It goes on to describe some of the considerations relating to pre-emption rights and shareholder dilution that arise in the context of convertible bond transactions and various structural approaches that have been used to solve or mitigate these. Finally, it looks at how the technology used in the public convertible bond markets has an increasing role in bespoke transactions by private credit providers and financial investors.
09 June 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 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 2025
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