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The Law of Property Act 1925 turns 100 this year: Happy Birthday!
The Law of Property Act 1925 (LPA) came into force 100 years ago this year. It received Royal Assent on 9 April 1925, and it came into force on 1 January 1926. The LPA brought overdue coherence, eased property transactions for the next century, and still forms the basis of English land law today. We set out why this law came about, how it helped, and how it continues to help us.
09 June 2025The LMA’s guidance on fallbacks to interbank term rates: a call to arms
Whilst the lack of incident when the last LIBOR lights were turned off at the end of September was a relief to many, the Loan Market Association’s (LMA’s) recently released Guidance on fallbacks to interbank term rates and LMA documentation (LMA Guidance) is a crucial reminder of the importance of fallbacks to other interbank term rates and an indication that there remains ground to cover.1 Whilst the key points are discussed below, the LMA Guidance will reward careful reading by all those involved in loan transactions.
09 June 2025EMIR 3.0, post-trade risk reduction services and the initial margin threshold: an unintended consequence
Post trade risk reduction (PTRR) services are not new to over-the-counter (OTC) derivatives markets. Through EMIR 3.0, policymakers acknowledged their function (reducing counterparty credit risk and/or operational risk) and fostered their usage by laying down the exemption from the clearing obligation. Admittedly, however, they did not consider any impact of PTRR on margin requirements for non-centrally cleared OTC derivatives. Performing PTRR – specifically portfolio rebalancing – is set to increase the aggregate average notional amount (AANA). As the latter is calculated to determine whether the initial margin (IM) threshold is exceeded, counterparties may opt to avoid using PTRR to avoid becoming subject to the burdensome IM requirements. An outcome not in line with the intention to foster PTRR.
09 June 2025Splitting the difference: transfer of assets and liabilities in restructurings to reset business profile
A business may need to restructure for a variety of reasons; these may be wider industry issues or issues specific to the business, certain assets or segments therein. Issue may arise, among other reasons, due to underperformance, rising costs or a diversion of management time. Management may look at a business in a way that differs from creditors, with the former particularly interested in future growth and the latter likely looking at shorter term cashflows. In a restructuring context, creditors may make the transaction conditional on a refocus of the business as a part of a wider deal to support the business (or a part thereof) in its future operations. Alternatively, there may be alignment on the non-core nature of certain assets and, as part of a restructuring, an agreement to isolate the value of those assets to repay creditors. This article explores general themes that may be relevant when splitting certain assets and liabilities as part of a restructuring. Crucially, transactions of this nature are bespoke and, whilst they are unlikely to be the prevailing method of restructurings, they may provide optionality or tailored solutions which may benefit all parties.
09 June 2025Cryptoasset regulation: a comparative analysis of UK and EU regimes
This article provides a comparative analysis of the regulatory approaches to cryptoassets in the UK and the EU, focusing on the UK’s recently proposed Financial Services and Markets Act 2000 (Regulated Activities and Miscellaneous Provisions) (Cryptoassets) Order 2025 (UK Draft Order)1 and the EU’s Regulation 2023/1114 on Markets in Crypto-Assets (MiCAR). The article examines key differences in the approach, definition and categorisation of cryptoassets, scope of regulated activities, and the territorial application of each regime, concluding with a discussion of future outlook and regulatory ‘blind spots’ in each jurisdiction.
09 June 2025Climate 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 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 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 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 2025
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