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Oceanfill v Nuffield: a clear outlook for commercial landlords?
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.
19 March 2024Loan documentation and risk-free reference rates: current overview
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.
19 March 2024Reforming the UK’s e-money and payment services safeguarded funds regimes: better safe than sorry
This article examines the safeguarding requirements for e-money institutions and payment services firms and their treatment under the UK’s depositor protection regime, which was recently updated to address the legal uncertainty resulting from the Court of Appeal’s decision in the Re Ipagoo case and highlights the likelihood of further regulatory reform in this area.
19 March 2024Capacity: is the question of hedging or speculation mis-stated?
The question of legal capacity to act in purported hedging transactions inherently assumes that all transactions are binary: either hedges or speculations. In this article, Hanif Virji explains how the reality is more complex – going beyond even a one-dimensional spectrum to a multi-dimensional one.
19 March 2024The vexed and litigious question of “unallowable purpose”
In this article, David Milne KC considers the recent decisions in “unallowable purpose” cases, many of which have arisen in loan relationships, and explains why mere knowledge of the tax advantage by the directors of the taxpayer company should not of itself deny the tax relief.
19 March 2024The practicalities of pleading and proving foreign law in modern financial litigation
In theory, FS Cairo (Nile Plaza) LLC v Lady Brownlie [2022] AC 995 (Brownlie II) includes everything one needs to know about pleading and proving foreign law. However, in practice, it is replete with difficulties for litigators. This article provides guidance to ensure that one pleads one’s case in accordance with Brownlie II whilst not exposing one’s clients to unnecessary costs and satellite litigation.
19 March 2024Damages for breach of anti-assignment clauses
The effectiveness of restrictions on the assignment of contractual rights has been qualified by statute and potentially by the courts. In these circumstances, obligors may look to their remedies against assignors and assignees, which may include damages for breach of contract and for inducing breach of contract. Akhil Shah KC and Daniel Schwennicke of Fountain Court Chambers analyse the relevant legal principles and provide practical advice to secured lenders seeking to take assignments of contractual rights.
19 March 2024The impact of rated note feeder funds on subscription-line facilities
In this article the authors consider how a rated note feeder interacts with subscription-line facilities, in terms of security, enforcement, insolvency and subordination of debt repayments.
19 March 2024Electronic deeds: signed, sealed … delivered?
Deeds are often used in commercial practice, particularly where a party wishes to enter into a unilateral commitment or parties wish to vary a contract. However, the requirement that a deed must be “delivered” is potentially confusing. It may cause particular difficulties in the context of deeds that are executed and evidenced electronically.
19 March 2024Sustainability-related disclosures:EU SFDR v UK SDR
The EU Sustainable Finance Disclosure Regulation ((EU) 2019/2088) (SFDR) and the EU Taxonomy Regulation and the UK Sustainable Finance Disclosure Requirements (SDR) and labelling regime both aim to increase transparency, investor protection and disclosure around sustainable finance products and the climate impact of investments. Both the SFDR and SDR and emerging regimes in the US and internationally are designed to meet market concerns around the need for improved climate disclosure requirements. In this article, we seek to compare the key themes and features of the SFDR and SDR to determine possible areas of divergence and convergence particularly for those firms who need to consider the applicability of both the UK and EU requirements to their products and services. We set out below a recap of both regimes and significant areas of difference between the two UK and EU regimes in particular.
19 March 2024
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