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Credit Suisse v Ivanishvili: the door opens to fraud-on-the-market claims under s 90A FSMA
This article considers the effect of the Privy Council’s decision in Ivanishvili on claims under s 90A Financial Services and Markets Act 2000. It argues that Ivanishvili opens the door to claims based on the “fraud on the market” theory: it is now clear that a claimant need not prove it was consciously aware of misleading representations or dishonest omissions to establish reliance. However, the decision also acknowledges the difficulties which arise with respect to ambiguous representations. Cases brought under s 90A in which statements made in published information leave room for more than one meaning may still face difficulties, given the requirement to prove that an ambiguous representation was understood in the sense in which it is said to be false. What may matter in resolving these difficulties is the sense in which the defendant intended its published information to be understood. This, along with the prevailing norms and expectations in markets, is likely to remain an evidential battleground.
08 February 2026Security over e-money: the form of security and blocking
Electronic money (e-money) is now a familiar part of the corporate financing world and it is now common to see corporates wanting to use their e-money as collateral on a range of financing transactions. In this article, we examine the key legal and practical aspects of structuring English law security over e-money, in particular whether the statutory right to redemption impacts the ability for a secured party to have effective control over e-money. This article reflects the current English law on e-money. Changes to the safeguarding regime (applicable to e-money issuers in the UK), which may alter the status of funds held for e-money-holders, are envisaged but are not yet in place. This article considers some provisions of legislation at the EU level, since the Electronic Money Regulations 2011 entered into law based on EU directives (prior to Brexit).
08 February 2026Sustainable finance: leaving everyone behind
This is the second in a series of articles which identifies certain of the issues which may have caused the green and sustainable finance market to have become relatively depressed of late.
08 February 2026Unlocking the potential: why the EU needs a dedicated securitisation special purpose entity
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.
08 February 2026Do divergent terms across European leveraged finance documentation really create misunderstanding, mischief and mayhem?
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.
08 February 2026The “digital” answer is always netting …
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.
Guardrails on contractual discretions: navigating the content and consequences of the Braganza constraint
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.
08 February 2026Unlocking the UK banking market: to buy or not to buy
The UK’s banking sector is widely recognised as a global benchmark for financial sophistication, underpinned by a regulatory framework that is both robust and complex. The UK’s regulatory environment sets a high bar for entry. Whether through direct authorisation or acquisition, new entrants must demonstrate a deep understanding of legal, capital and operational risks, engage proactively with regulators and build business models that are resilient, compliant and adaptable to future change. The strategic choices made at this juncture will determine not only the success of individual firms but also shape the future of the UK banking sector.
10 January 2026Should secured lenders be worried about the remediation provisions of the Building Safety Act 2022?
The Building Safety Act 2022 received Royal Assent on 28 April 2022, and in the subsequent three and a half years there have been numerous first instance and appellate decisions. One of these – Triathlon Homes LLP v Stratford Development Partnership Ltd & Ors [2025] EWCA Civ 846 – was handed down on 8 July 2025 and a further appeal is now due to be heard by the Supreme Court.
10 January 2026Agency and declarations of trust
Agency and trust relationships are ubiquitous in modern finance, and it is therefore essential that any interactions between the two strands of law are properly understood. The recent judgment of the Court of Appeal in National Iranian Oil Company v Crescent Gas Corporation Limited [2025] EWCA Civ 1211 is an intriguing modern example of such an interaction, engaging in the context of s 53(1)(b) of the Law of Property Act 1925.
10 January 2026
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