Feature

On 29 April 2021 the National Security and Investment Act 2021 (NSIA) received Royal Assent. When it comes into force fully on 4 January 2022, it will permit the government wide ranging powers to impose remedies on, or even block, certain transactions on the basis of national security. Whilst most relevant in an M&A context, the legislation does introduce a number of implications for financing transactions which are discussed below.

There is no escaping electronic documents on today’s banking and finance transactions. Just as the COVID pandemic accelerated the use of electronic signatures, the number of original documents that exist solely in electronic form has increased too. But one thing that has not changed are the delivery requirements under security documents. Stephan Smoktunowicz examines what this means for share security and whether paper deliverables are now a thing of the past.

In this article, Neil Levy considers whether an agreement which re-schedules an existing payment obligation by doing no more than allowing time to pay, should be treated as providing credit.

In this article, barrister Richard Nowinski considers some of the shortcomings of the EU’s attempt to regulate distributed ledgers.

The case of OBG v Allan [2007] UKHL 21 in the House of Lords discussed expanding the tort of conversion to things in action but considered it at para 321 to be “too radical” and that there was a clear distinction to be drawn between the “wrongful taking of a document … and the wrong assertion of a right to a chose in action”. In this article the author explores the position of intangibles such as digital assets in relation to being property and thus possessable.

As the prominence of private debt steadily increases within the alternative assets universe, there are an increasing number of PE firms and other financial institutions expanding their product lines to include a credit arm. At the same time, private debt fund sponsors are differentiating their investment focus within the debt space and in certain cases moving into private equity as well. Regardless of the starting point, expansion by a private fund manager into multiple investment strategies presents a number of potential conflicts of interest that require careful consideration and management.

This article deals with the custodianship of securities in civil code states in the EU – all of them except Ireland and Cyprus. Common law jurisdictions all recognise universal trusts over all assets present and future but most civil code states do not. Instead they either have limited special trusts and, if not, various other devices. The question is whether these are adequate to safeguard client assets against the creditors of the custodian. This article will be followed later by one or more articles by lawyers in selected EU jurisdictions specifically discussing their solutions to the problem.

SPACs scorched the US stock markets last year, with the UK left out in the cold. While the recent crackdown by the Securities and Exchange Commission (SEC) is cooling investor interest in the US, the UK regulators are hoping that changes to the regulatory framework will bring some SPAC sunshine to this side of the Atlantic. But what are the potential regulatory and litigation risks for SPACs in the City?

This article considers the custodianship of securities owned by collective investment undertakings under Romanian law and whether the law on fiducia is sufficient to protect client assets against the creditors of the custodian.

In this article, the author considers the possible claims an aggrieved party may have against an ESG rating provider in circumstances where that party considers that it has suffered a loss as a result of an inaccurate ESG rating decision.