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Erroneous payments in syndicated loans: the future of the “Revlon blockers”
Even though the Second Circuit has restored a sense of calm by ordering the lenders to return mistaken payments to Citibank in the infamous Revlon case, the Revlon blocker is here to stay. This article will examine its various permutations and will propose suggestions on how parties may wish to fine tune their Revlon blockers in light of the Second Circuit’s emphasis on the role of constructive knowledge in dismissing the “discharge for value” defence.
19 March 2024Edinburgh Reforms: does the Senior Managers and Certification Regime need changing?
In this article, the authors evaluate the successes and failures of the Senior Managers and Certification Regime (SMCR) and consider whether the Edinburgh Reforms are likely to result in radical change.
19 March 2024English law in the 21st century: does it need an update to accommodate crypto?
The recent Law Commission Digital Assets Consultation Paper proposes the creation of a third category of personal property under English law. The article focuses on identifying some of the practical consequences of this proposal from a financial services perspective. This is achieved by summarising some of the main points made in the consultation and considering the potential impact for the use of English law.
19 March 2024Project bonds and energy transition: a proven financing solution
The stricter monitoring/disclosure and liquidity requirements faced by banks in the wake of the global financial crisis mean that projects can often no longer be funded by traditional bank debt alone. The debt capital markets have stepped up to the challenge and project bonds are on the rise, particularly amidst the green finance boom. Whilst the specific challenges that project bonds pose when used in a project financing arrangement are complex, they are by no means insurmountable and with the help of experienced professionals, project bond financings can be structured in a way that offers a viable alternative solution.
19 March 2024Taking security over certificated shares in private companies
The article discusses the correct characterisation of the transfer of the share certificate and a blank stock transfer form to the lender where the latter takes an equitable security interest over the shares. It discusses differences in practical treatment where the share certificate is electronic or digital in form.
19 March 2024Unknown unknowns: the worldwide development of the Worldwide Freezing Order against persons unknown
The Worldwide Freezing Order has undergone a significant new development in recent years, as the courts have sought to adapt the powerful interim remedy to cases of internet fraud by, for the first time, making such orders against persons unknown. This article surveys together the published decisions to date in England and elsewhere in the common law world and suggests that while this development is here to stay, uncertainty remains about its application and scope, particularly how the unknown persons subject to it should be described.
19 March 2024Crypto fraud and the bona fide purchaser for value defence
In this article Helen Pugh considers the bona fide purchaser for value defences at common law and in equity and their application to crypto transactions tainted by fraud.
19 March 2024Reforming corporate criminal liability: a missed opportunity to modernise the law
In June 2022 the Law Commission presented the government with ten options for reforming the law of corporate criminal liability, with specific focus on economic crime. In this article we address what we consider to be the key weakness in the Commission’s approach, together with those options which are most likely to provide coherent alternatives, or at least sensible improvements, to the current law. While we take the view that the Law Commission missed the opportunity to reject the identification doctrine altogether as both anachronistic and inherently unsuited to establishing culpability in modern corporate contexts, we welcome the proposed increased emphasis on “failure to prevent” models of liability and the recognition that an administrative system for the imposition of monetary penalties can provide valuable additional means of redress.
19 March 2024An account of profits: when if ever in commercial banking claims?
In this article, Ian Bergson considers the question when, if ever, an account of profits will be ordered in a commercial banking claim, in light of the recent Commercial Court decision in ECU Group plc v HSBC Bank plc [2021] EWHC 2875 (Comm).
19 March 2024Giving notice under an ISDA: lessons learned and potential new approaches
All references to the ISDA Master Agreements in this article apply to both the 2002 ISDA Master Agreement and the 1992 ISDA Master Agreement unless otherwise specified.
19 March 2024
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