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What is the effect on a transaction if the Pensions Regulator brings successful proceedings under the Pension Schemes Act 2021?
In this article, Raquel Agnello KC considers the enforceability of transactions involved in the act, course of conduct or failure to act which is relied upon by the Pensions Regulator when imposing a criminal sanction or civil penalty under the Pension Schemes Act 2021 (PSA 2021).
19 March 2024A roadmap for legal reform: the future UNCITRAL/UNIDROIT Model Law on Warehouse Receipts
An enabling legal framework is widely regarded as a prerequisite for a well-functioning warehouse receipt system that can facilitate transactions with goods, including access to finance. Over the past few years, several countries have initiated legal reform to modernise their legal frameworks governing warehouse receipts in general, or to accommodate the issuance and transfer of electronic warehouse receipts in particular. The future UNCITRAL/UNIDROIT Model Law on Warehouse Receipts will offer guidance to legislators in developing a legal framework that reflects best practices and embraces the most recent developments in business models and technology.
19 March 2024Damages under ss 90 and 90A FSMA
In this article the authors consider the issues with which the courts will need to grapple when they come to decide how damages under ss 90 and 90A are to be calculated.
18 March 2024Going public: the impact of IPOs on facility agreements
In this article the authors consider the current state of the initial public offering (IPO) market – including why a company might choose to seek an IPO – and look at the potential impact of an IPO on a company’s facility agreement. They explain how IPOs are typically regulated in corporate facility agreements and explore the mechanisms that sponsor-backed companies and their lenders often employ to automatically modify the terms of a leveraged financing so that it remains suitable for a publicly traded company post-IPO.
18 March 2024The Cambridge Regulatory Genome Project: a must in a world of regulation technologies
This article introduces the Regulatory Genome Project (RGP) at the University of Cambridge, a pioneer research project aiming to create an information structure facilitating the use of artificial intelligence (AI) and machine learning within the context of financial regulations. This structure, when adopted, will pave the way for further enhancements to applications in Regulatory Technology (RegTech), Supervisory Technology (SupTech) and the adoption of machine-readable rulebooks; all with tangible benefits to the entire financial system.
18 March 2024Third party rights and the LMA suite of Debt Documents
The author considers a number of third party rights and protections conferred by Loan Documents with importance in the market, including “Increased Costs” rights and indemnities granted to Receivers, Delegates and others. While “Increased Costs” rights simply give parties to the Debt Documents a right to claim losses suffered by others and are not actionable by third parties, indemnities are. Indemnities are unaffected by the “overriding” clause in Loan Market Association (LMA)-style Intercreditor Agreements. This is commercially important for lenders, security agents and receivers alike.
18 March 2024Private credit continuation funds: a developing frontier for secondary transactions?
In this article, the authors consider the use of continuation funds in private credit by comparing and contrasting their adoption with increasingly popular private equity continuation fund transactions.
18 March 2024Scotland’s new statutory pledge: taking security from individuals and unincorporated organisations
Soon it will be possible to grant a statutory pledge over Scottish moveable property under the Moveable Transactions (Scotland) Act 2023. Companies and other incorporated bodies will be able to pledge their assets, but s 46 of the new Act restricts individuals and unincorporated organisations from doing so unless acting as a sole trader, a charity trustee or a member of a club or society. This article considers the restrictions that apply under s 46 including the practical issues that arise for lenders when deciding whether to take a statutory pledge from an individual or unincorporated organisation.
18 March 2024Third country market access for core banking services in the EU: all change from autumn 2026
At the time of writing, the EU legislators are expected to adopt amendments to the EU Capital Requirements Directive (CRD6)11 in Q2 2024, imposing new restrictions on the ability of non-EU banks and other non-EU entities to provide “core banking services” in the EU from autumn 2026. This article considers how this will change the EU banking landscape and what firms need to do to prepare. 1
18 March 2024Hook, line … or sinker? Navigating dowry sales
When a company is facing financial hardship or challenging economic conditions, using a “dowry” to incentivise a quick sale of a business by auction may appear an attractive option to address existing difficulties. However, there are important issues for target directors, sellers and buyers alike to consider before executing a disposal of this nature. These include: directors duties, shorter timetables and fewer deal protections for buyers. This article reviews some points to consider as part of the decision-making process before embarking on a dowry sale.
18 March 2024
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