Feature

This article explores common issues which may arise when the trustee on a secured financing is replaced, including the transfer of the trust property.

In this article Camilla Macpherson provides an overview of the key initiatives and developments in Sustainable Finance Regulation in the EU, UK and US. She then highlights how ESG has become a political battleground in the US and considers the implications for firms, particularly those operating internationally.

In this article, we give a brief overview of RFR referencing loan documentation in the English law syndicated loan markets together with the current and future issues of use of a term SOFR on USD syndicated loan transactions and risk-free reference rates in the context of euro and EURIBOR.

This article looks at Oceanfill Limited v (1) Nuffield Health Wellbeing Limited and (2) Cannons Group Limited [2022] EWHC 2178 (Ch) (Oceanfill), which was the first case in which the court (in a judgment of Deputy Master Arkush) determined the effect upon third-party guarantors of restructuring plans arising for sanction under Pt 26A of the Companies Act 2006. It considers the similarities in the court’s approach to schemes of arrangement and restructuring plans respectively, as well as the application of standard contractual principles in this area.

The financial restructuring of The LYCRA Company is a rare example in the market in recent years of junior lenders effectively “driving the bus” and, in so doing, taking the fight to the sponsor. The Mezzanine Lenders seized operational control of the group across several jurisdictions, through the appointment of receivers and the cascading of board changes on an expedited basis ahead of acquiring the equity in the Dutch parent by way of one of the largest credit bid processes undertaken in the Netherlands to date. It is a critical illustration of the fact that even structurally (and contractually) junior creditors can work with senior creditors to deliver a carefully planned and negotiated outcome that preserves value in the interests of all creditors.

The increasingly articulate web of regulation which affects virtually every facet of economic activity in the EU risks giving rise to a blurring of the distinction between law and policy, impacting not only the primary targets of regulation, but also the approach of lawyers in interpreting the rules. While this article focuses on the regulatory framework which has impacted the banking industry in the years following the Global Financial Crisis (GFC), similar issues arise in other sectors affected by a strong regulatory footprint (eg data protection, antitrust). The purpose is to consider the limits of administrative action in light of the distinction between law and policy, by considering doctrines of judicial deference in the context of judicial review. The article reflects comments made by the author in the context of a keynote address on the occasion of the 6th biennial Stockholm Oxford Law Symposium held on 8-9 September 2022 by the Stockholm Centre for Commercial Law on the topic ‘Lawyers in time of turmoil: Rule of Law v Justice – Rulemaking and enforcement on steroids – how to ensure equal treatment and predictability in the application?’.

In this article Nik Yeo clarifies some basic contractual and proprietary principles in relation to the use of crypto exchanges.

Emerging and developing economies are disproportionately and negatively impacted by climate, ecological and biodiversity degradation and debt issues. Several solutions have been posited to address these distinct yet related threats to countries’ growth and economic sustainability. This article focuses on one, the utilization of debt-for-nature and debt-for-climate swaps, as part of emerging market and developing countries’ overall strategy to address these challenges.

Many community and regional banks in the US are under intense pressure from economic forces that are outside of their control. These locally oriented banks are increasingly turning to credit risk transfer (CRT) trades as a way to reopen the lending pipeline. CRTs keep existing loans on a bank’s balance sheet, while de-risking the portfolio and providing substantial capital relief to fund new lending. Further, by shifting risk to non-bank investors, CRTs provide a new channel for private equity and others to deploy the funds that they have accumulated over the last several years.

Since 15 September 2022, the majority in number and value of blockchain systems are secured by proof-of-stake consensus mechanisms. Yet the legal treatment of staking has received little attention. Further confusion is caused by the fact that the use of the word “staking” has generally focussed on the existence of a return, rather than consideration of how that return is generated. For this reason, the term “staking” is now used to refer to a range of materially different activities, from staking for the purposes of validating a blockchain protocol (the primary focus of this article) to staking referring to DeFi lending and staking as used as a rewards system in NFT markets or online games. This article considers the features of different staking arrangements, describes some of the potential legal consequences of those arrangements and identifies issues that might arise as proof-of-stake consensus mechanisms evolve. The article suggests that validator staking within proof-of-stake systems is a very different type of arrangement, with a very different risk profile, to the provision of other staking models, even if colloquially or economically they are seen as “equivalent”, as both arrangements generate a return and involve locking up tokens.