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One size fits all? Default interest applicable to multiple events of default and the law of penalties
Recent caselaw has shown that a default rate clause in a finance agreement may be unenforceable as a penalty, particularly in cases where a single rate applies to multiple types of events of default. This article considers the recent caselaw and the approach adopted by the courts in assessing default rate clauses. It then considers the steps that can be taken by lenders to mitigate the risk that the default rate clause is struck down.
05 May 2026Agentic AI in the payments chain: regulatory challenges for financial institutions
AI “agents”, which combine the reasoning of generative AI with memory and execution capabilities, are the next frontier of AI risk and opportunity. One rapidly emerging application is agentic commerce, where agents autonomously execute tasks and make payments – whether operating alone or in multi-agent systems. For financial institutions, the question is not whether agentic commerce will arrive, but whether their existing compliance frameworks can absorb it. This article considers how firms can satisfy regulatory obligations, mitigate risks and allocate liability in this new landscape.
05 May 2026Law firm financing: options and pointers to give you the best chance of securing the financing
There has been much discussion about law firm financing and ownership. There is an increasingly wide base of potential "lenders", who all have different drivers which dictate the terms they are able to offer. At Harbour, we have many approaches for law firm financing, for a multitude of purposes, not just litigation. What is clear, is just how relatively limited the levels of understanding are about the options, terms, terminology and impacts of different types of financing. Firms must put the necessary groundwork in place before soliciting financing, to maximise their chances of securing the lending. This article is intended to remove some of that mystery and also a checklist of information a firm should prepare before approaching a finance source.
05 May 2026Control as economics: the new preferred equity playbook
Market conditions have forced a fundamental shift in how preferred equity is structured and priced. Investors now price governance rights alongside yield, require minimum cash-pay components, and negotiate aggressive anti-priming protections. This article examines how preferred equity has evolved from a convenient financing tool to an instrument designed to perform in difficult conditions, with a focus on enforcement leverage, regulatory developments affecting different investor types, and striking a balance between control rights and economic returns in recent infrastructure and energy transition transactions.
12 April 2026The effect of restrictions on assignment on attempts to grant charges
It remains unclear whether and how a no-assignment clause affects the grant of a charge over a contractual right. This article examines the issue as a question of contractual construction, arguing that a no-assignment clause should not be read to prevent the grant of a charge, but should be understood to protect the debtor from enforcement actions by the chargee. The article cautions courts against strained constructions of contractual language now that legislation has addressed the perceived need to protect receivables financing. Courts should, moreover, adopt a standardised approach to interpretation of restrictions on assignment rather than look too closely at the particular context of each clause.
12 April 2026When shareholders sue: a comparative view of the ranking of shareholder claims in insolvency
This article analyses the treatment of shareholder damages claims in insolvency across selected jurisdictions, focusing on England, the Cayman Islands, Germany and the Netherlands. It contrasts systems which permit such claims to rank pari passu with unsecured creditors with those that subordinate or exclude them and assesses the implications for cross-border restructurings and recognition.
12 April 2026Sustainable finance: transparency and its misapprehension
This is the third article in a series which identifies certain of the issues which may have caused the green and sustainable finance market to become subdued of late. This article questions whether the concept of transparency in the sustainable finance sector has been properly thought through and accordingly whether the term is over-used and, on occasions, wrongly used.
12 April 2026The EU’s emerging accountability regime: borrowing the SMCR without its foundations
This article examines the EU’s emerging individual accountability framework under CRD6 and the European Banking Authority’s (EBA’s) draft internal governance guidelines against the background of the UK’s Senior Managers and Certification Regime. While the EU adopts tools such as statements of responsibilities and responsibilities maps, it introduces a de facto reasonable steps test only at Level 3 (EBA guidelines), raising concerns about mandate and legal certainty. The analysis shows that divergent national corporate law standards, particularly the varying expressions of the business judgment rule, make a uniform EU‑wide standard of managerial reasonableness difficult to sustain. Without careful calibration, the proposed framework risks inconsistency, over‑deterrence and adverse competitiveness effects.
12 April 2026The lender’s reset right: change of control in modern exits
Change of control provisions are fundamental to any financing transaction because they afford the lender a right to exit or reset the relationship with a borrower when the ownership and governance assumptions underlying the original underwriting no longer hold. However, financial sponsors have proven successful in diluting this automatic right in recent years and have turned their attention to pushing for portability flexibility. This article compares UK/European and US approaches across loans and high yield bonds, analyses why portability has momentum, and sets out commonly sought solutions that preserve credit protections while mitigating transaction execution risk.
12 April 2026Tracing through the Ether: legal and technical barriers to cryptoasset recovery
This article examines contemporary barriers to digital asset recovery, arguing that the central legal issue is not the proprietary status of cryptoassets, but the juridical character of the user’s interest vis-à-vis a centralised exchange (CEX). It analyses obstacles to establishing a trust in the CEX context, including the “Terms of Service Paradox”, the pooling and sweeping of assets in omnibus wallets, and the resulting uncertainty of subject matter, alongside constraints imposed by tracing doctrine, bona fide purchaser defences, the lowest intermediate balance rule, and apportionment in insolvency. Absent doctrinal recalibration, user protection in centralised custody risks remaining conceptually and practically illusory.
12 April 2026
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