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Revisiting Canary Wharf v EMA: applying the “radically different” theory of frustration
In this article Zahra Al-Rikabi considers the juridical basis for the doctrine of frustration following Canary Wharf v EMA and in light of the renewed interest in the doctrine following the global COVID-19 pandemic.
13 June 2024Financial product mis-selling claims against banks: the increasing willingness of the English courts to strike out allegations of fraud in “appropriate” cases
Traditionally, in a financial product mis-selling context, claims against financial institutions involving allegations of fraud, LIBOR manipulation and unlawful means conspiracy have not been amenable to strike out or summary determination. However, the English courts are increasingly demonstrating a willingness to deal with opportunistic claims against banks (and other third parties) involving allegations of fraud without the need for a full trial, in “appropriate” cases. Two recent High Court judgments provide guidance on when the court will consider it appropriate to do so: Boyse (International) Limited v Natwest Markets plc & Anor3 and Elite Properties and Ors v BDO LLP.4
13 June 2024English schemes and the Cape Town Convention
The impact on the aviation sector of the COVID-19 pandemic and governmental restrictions on air travel and other movement controls has been severe and has resulted in a number of airline restructurings. This article examines the use by an airline of a scheme of arrangement under Pt 26 of the Companies Act 2006 (2006 Act), as a mechanism for effecting a compromise with certain of its creditors, and the interplay between a scheme and those creditors’ rights under the Cape Town Convention and associated Aircraft Protocol (CTC), as implemented in the UK by The International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 (Regulations). These considerations arose in the decisions of the English court in MAB Leasing Limited.1
13 June 2024Commodity finance: the complete security package
COVID-19 lockdowns have disrupted commodity transactions and consequential enhanced oversight of borrowers’ businesses has uncovered fraudulent activities. Of utmost importance to any lender in a commodity financing is that the commodity exists and has not been financed by another party. Against this backdrop, in this article, the authors describe a typical security package adopted by commodity financiers under an English law commodity financing.
13 June 2024Jumping the line: priming restructuring transactions during the COVID-19 crisis
Over the past year, the COVID-19 crisis has caused liquidity issues for many US businesses, which has forced some borrowers to resort to increasingly creative restructuring options. These have generally fallen within two categories – “dropdown” transactions and “uptiering” exchange transactions, both of which have seen borrowers take steps under their credit agreements to prioritise one set of lenders over another. This article tracks the key cases in the US market and offers a flavour of what may be arriving soon on European shores.
13 June 2024Dual class Premium listings: no reason for the reservations?
In the UK Listing Review it is suggested that the LSE should allow companies with dual class share (DCS) structures to list on the Premium segment. In this article, we discuss this proposal. First, we discuss the arguments that are made against DCS-listings, and we give an overview of the Swedish DCS-regulation. From there, we discuss the conditions for DCS-listing recommended in the Review. We conclude that the listing conditions suggested might not only hinder DCS-structures from being useful for some companies but would risk disabling mechanisms that could counteract several of the problems that DCS-structures may cause.
13 June 2024The practical challenges of maintaining a European loan book post-Brexit
The question of how UK-based lenders can continue to make funds available to European borrowers remains a key one for market participants. In this article, the authors explore some of the key practical challenges and questions now facing UK-based lenders.
13 June 2024Updated guide to English opinion letters in financial transactions
The City of London Law Society (CLLS), whose members include some of the largest international law firms in the world, has updated its Guide on English law opinion letters in financial transactions. The aim of the Guide is to save time and costs spent in discussing which law firm should provide an opinion letter, what should it cover and who may rely on it. The Guide is widely consulted by practitioners and well respected. The unabridged version (including full footnotes) is available at www.citysolicitors.org.uk. This article sets out an abridged version.
13 June 2024Agent banks’ duties in the era of cov-lite loans and infinite liquidity
In this article Lisa Lacob considers whether the current cov-lite environment changes the analysis on the extent of agent banks’ duties, particularly where action or inaction may favour one side.
13 June 2024The new pre-pack regulations and the impact on secured lenders
If secured lenders (who fall within the definition of connected persons) and their advisers engage the evaluator prior to the commencement of administration and ensure open communication lines among themselves, the evaluator and the would-be administrator then the goal of increasing transparency in the pre-pack process would likely be advanced in a manner consistent with the efficient execution of a pre-pack sale.
13 June 2024
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