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Dealing with “group think”: when the wrong group entity assigns receivables to lenders
It is all too common for corporate groups to think and act as integrated businesses, managed by the same individuals and with group receivables set out in consolidated group accounts. Such “group think” may reap efficiencies but presents challenges when the wrong group entity assigns a receivable due to another group entity in order to provide security for finance lent to support the business of the group. The recent decision in Abraaj Investment Management Ltd (in liq) v KES Power Ltd [2026] EWHC 65 (Comm) offers insight into the issues that arise in such a situation and the potential arguments available to lenders seeking to assert the effectiveness of their security.
05 May 2026From Zeno to Novat: programmable finality in tokenised settlement
The evolution of laws relating to financial settlement has long reflected an ongoing accommodation between legal and operational certainty. Tokenisation seeks to reconcile these dimensions, promising legally final and enforceable transfer alongside instantaneous, automated execution. The Novat Protocol is one example, introducing a programmable structure in which settlement obligations are expressed as transient digital instructions that are contractually stapled to underlying assets and extinguished upon registration of title. This article examines the legal character of that structure, focusing on stapling, extinguishment and negotiability.
05 May 2026Transparency under MiFID II: Consolidated Tape Provider, algorithmic trading and the risk of regulatory overexposure
As the European Securities and Markets Authority has started to approve Consolidated Tape Providers,1 this article takes a closer look at the implications of increased pre- and post-trade transparency on financial markets.
05 May 2026Securities fraud litigation: the erosion of “common reliance” in the AI age
Fraud-on-the-market doctrine allows for the establishment of common reliance: investors are presumed to rely on the integrity of the market price rather than having to prove they actually read or relied on the issuer’s disclosures. However, generative AI and alternative data are replacing “price-taker” investors with “price-challengers” who trade on detected price inaccuracies. This technological shift severs the nexus of common reliance, transforming private litigation from the vindication of rights into an exercise of quasi-regulatory power. As courts increasingly delegate loss calibration to opaque third-party models, the legal system must address the resulting “black box” of judicial power to maintain institutional legitimacy.
05 May 2026The rise of anti-cooperation provisions in US credit documents
This article considers the emergence of “anti-cooperation” provisions in US credit documents. Anti-cooperation language is broader than an express ban on cooperation agreements and includes voting and concentration caps, disqualified counsel provisions and other tools designed to shape who may organise, advise and vote in anticipation of a liability management exercise. The market response has been mixed. Most formulations have met strong resistance in the broadly syndicated loan market, but narrower or more bespoke versions have begun to clear in edge cases. The result is a new documentation battleground centred on process control rather than only transaction mechanics.
05 May 2026Digital assets as collateral in England and the US: priority and super-priority of security interests
"Tokenisation ... could streamline collateral mobility by enabling near-instant movement of assets across firms and jurisdictions."1The increased use of digital assets as collateral is recognised by financial market regulators, as well as by industry participants, as an opportunity to enhance efficiency and reduce the risks associated with cross-border collateral exchanges between financial firms and with end-users. The borderless nature of the markets and infrastructure which enables transactions in digital assets also complicates the assessment of legal risk. One critical issue is that of priority, meaning the ability for providers of debt finance to obtain a security interest over a digital asset which ranks ahead of other claimants. This article compares the position in England and Wales with the US under Art 12 of the Uniform Commercial Code.
05 May 2026Digital property, digital claims and regulatory clarity: why legal structure must precede classification
In this article, the author examines why regulatory clarity in relation to digital assets cannot be achieved through classification alone. She argues that whether a digital asset functions as property or as a claim depends on legal structure, including control, transfer mechanics, custody and insolvency treatment, rather than on technological labels or market descriptions. By distinguishing asset-level characteristics from the separate questions of how intermediaries hold and administer digital assets in practice, the article highlights the implications for collateral regimes, regulatory perimeter design and private law accountability.
05 May 2026Cross-border security releases: navigating the patchwork of local law requirements
This article examines the principal considerations that ought to inform the chosen approach, with particular reference to the distinction between accessory and non-accessory security regimes. It gives close attention to French law – where the accessory nature of sûretés réelles means that a mainlevée (a formal release) serves primarily to update public registers and to render the discharge binding on and enforceable against third parties (as non-signatories) – and contrasts the position with that under English law. The article proposes a framework for deciding when a consolidated release is feasible, when it is not, and how to manage the interface between English law deeds and foreign law discharge formalities.
05 May 2026An analysis of the application of property and insolvency laws to DeFi lending structures
DeFi lending protocols now hold billions of dollars in digital assets, yet important questions remain about the legal architecture underpinning them. This article interrogates a deceptively simple question: when digital assets are deposited into a DeFi vault or market governed by autonomous smart contracts, who owns them and what are the depositor’s rights in respect of them? In a genuinely decentralised structure, there may be no insolvency process through which to distribute assets to creditors, leaving lenders to bear the full risk of a protocol’s collapse. Insolvency practitioners appointed over borrowers are also likely to face issues applying insolvency law to collateral deposited within markets. The practicalities of these structures and the way they interface with the law are still untested in England and are likely to continue to develop in line with the industry.
05 May 2026Pricing the increased costs: Basel’s latest invoice
Basel III’s final standards, agreed in December 2017, are now reshaping the economics of bank lending as jurisdictions implement Basel III on divergent timelines. The EU implemented most reforms with effect from 1 January 2025 (with limited further changes from 1 January 2026), while the UK is expected to follow from 1 January 2027, again with limited further changes from 1 January 2028. Basel III introduces wide-ranging reforms, including to capital, liquidity and leverage requirements, operational standards, and the cryptoasset framework, which may affect banks’ prudential balance sheets. This article considers how some of these reforms may impact lenders’ regulatory capital positions, and to what extent some of these changes can be passed on to borrowers through increased cost provisions in facility documentation.
05 May 2026
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