Feature

This article examines the structural friction arising from the overlapping risk retention requirements under the Alternative Investment Fund Managers Directive II and the EU Securitisation Regulation.

Private credit has grown into a major source of financing, but its rapid expansion has attracted increasing regulatory scrutiny. Recent reports from the Financial Stability Board, International Organization of Securities Commission and the House of Lords identify concerns relating to leverage, opacity, interconnectedness and liquidity within the sector. This is the first article in a series of two, considering the regulatory and litigation risks arising in the sector. In this first article, focusing on the regulatory risks, we examine how these vulnerabilities, particularly borrower credit quality and valuations, liquidity mismatch and concentration risk, may affect financial institutions. We highlight the growing links between private credit, private equity, insurers and banks, and explore the legal and regulatory risks that may arise if these vulnerabilities crystallise during a period of prolonged market stress. Our second article will consider the growing litigation risks for financial services firms.

Close-out netting and set-off are distinct legal concepts, yet the distinction can easily be lost in translation across legal languages and systems. This article examines the risk of false equivalence in human and AI translation of these key terms and offers practical recommendations for OTC derivatives practitioners to preserve this critical distinction in cross-border contexts.

In cross-border financing transactions Italian entities are frequently required to accede as guarantors or security providers. This article examines the principal legal and tax considerations for foreign lawyers to be aware of when structuring transactions involving Italian entities (eg financial assistance, corporate benefit, claw-back risks, notarisation activities and registration tax costs).

The Financial Services and Markets Act 2023 (FSMA 2023) has initiated the most significant restructuring of UK financial services regulation since the enactment of the Financial Services and Markets Act 2000 (FSMA). This article argues that the so-called Smarter Regulatory Framework (SRF) has done more than replace retained EU law: it has transformed the regulatory perimeter into a more flexible policy tool. Examining developments including the Designated Activities Regime (DAR), new regulated activities and evolving approaches to territorial scope, the article explores how Parliament and HM Treasury are reshaping the architecture of financial services regulation, whilst arguing that greater flexibility must continue to be underpinned by a coherent and predictable regulatory philosophy.

Private credit funds are now central to UK corporate finance, yet the regulatory perimeter does not map cleanly onto their activities. This article examines where regulated activity begins and ends when a private fund lends – covering Financial Services and Markets Act 2000 and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, the financial promotion regime, fund manager authorisation under UK AIFMD, prudential regulation (Basel III.1 and Investment Firms Prudential Regime), Financial Conduct Authority conduct and consumer considerations for retail distribution, and structuring for cross-border lending, including how English law enhances lender protection in emerging markets.

Ian Wilson KC considers the significance of the Contracts (Rights of Third Parties) Act 1999 in the context of bank mandates, bond markets, and emerging tokenised securities structures.

In S hukla v St James Bank and Trust Co Ltd  [2026] EWHC 851 the equitable doctrine of clogs against the equity of redemption resulted in a complete rewriting of a bargain struck between sophisticated commercial parties. The case illustrates: (i) the difficulties in applying the doctrine to modern financing arrangements; and (ii) why sustained criticism of the doctrine is well-founded.

In this article the authors consider the impact of jet fuel volatility (both price increases and supply shortages) on airline profitability and the consequent impact on aviation finance.

It argues that effective enforcement depends not solely on legal doctrine but on aligning proprietary rights with mechanisms of technical control, including multi-signature custody structures. Only this integration allows legal remedies to translate into actual control over digital assets in a decentralised financial environment.