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Uniform prospectus liability rules for Europe now!
The harmonisation of the rules on prospectus liability should be put on the agenda of the Savings and Investment Union (SIU) as a matter of urgency. The International Working Group on Harmonisation of Prospectus Liability in Europe (IWGHPLE), a private group of academics and practitioners from different EU member states and beyond (led by the authors of this article), has recently drafted a concrete blueprint for uniform European prospectus liability rules. The blueprint could serve as a model for the European legislator in its efforts to overcome the current fragmentation of the EU’s legal framework. The blueprint covers all aspects pertaining to prospectus liability.
25 October 2025Walking away: lessons from the Vietjet litigation for retiring security trustees
In this article, Rebecca Zaman considers lessons to be learned from the recent VietJet litigation for a security trustee navigating its retirement and replacement as trustee, particularly in the context of a sale or other change of control of the lending.
25 October 2025Arbitration and insolvency in a sliding, multi-creditor context: Sapura and other common law approaches
A recent Singaporean case, Sapura Fabrication Sdn Bhd and Others v GAS and Another Appeal [2025] SGCA 13, provides welcome guidance on when arbitral proceedings can be carved out from a domestic restructuring and insolvency process. Continuing the debate about the clash between arbitration and insolvency, Sapura adds two new dimensions: the multi-creditor context and a sliding timescale. This article examines how best to interpret these novel elements in light of the spirit of the insolvency regime, namely facilitating the fair administration of assets according to creditors’ legal entitlements rather than a free-for-all favouring the most well-resourced and well-advised.
25 October 2025Fiduciary duties and regulatory rules: are the courts and the regulator on a collision course?
Deborah Sabalot Deane asks whether the motor finance vehicle cases have identified a gap between the law and the regulatory rules creating legal uncertainty and doubtful outcomes for both consumers and the industry.
29 September 2025Some updates on TMT finance
This article updates the series of articles published between March 2015 and November 2018 on the subject of financing businesses in the TMT sectors (Series 1). Since then, the type and value of intangible assets have increased, many banks have launched growth debt products, private credit firms have expanded their business both generally and in providing credit to technology businesses, and some legal developments relevant to intangible assets and credit finance have taken place.
Certainly, the value of the market has grown. According to the latest ONS figures (published in November 2024), in 2022 UK businesses invested £200bn (a record) into intangible assets. This statistic also illustrates one of the original points of Series 1: of the £200bn, only around half was invested in assets protected by intellectual property rights (IPR); the rest paid for assets such as know-how, trade secrets, business processes, and all the other intangible assets that are not covered by IPR.
We can view the lay of the land in 2025 by considering what has not changed, what has changed, and what is changing.
Resource-backed loans: a never-ending story?
In this article, Brad Pomfret KC, Asa Tolson and Rebecca Jones consider whether resource-backed loans secured by an ad infinitum pledge of the resources concerned risk creating irredeemable security as a matter of English law.
29 September 2025Drafting on the edge: ambiguity in hybrid jurisdiction clauses
In this article the authors consider the implications of asymmetric jurisdiction clauses drafted such that the non-exclusive limb of the provision is carved out of a blanket provision stating that the courts of England are to have exclusive jurisdiction. The article considers how, with this drafting, English courts are unlikely to refuse jurisdiction and that explicit drafting is required if a financial party wishes to compel an English court to discontinue proceedings in favour of a court of its choosing.
29 September 2025Central clearing in the US Treasury Securities markets: understanding the global legal impact
In December 2023, the United States Securities and Exchanges Commission published their Final Rule prescribing mandatory clearing for “eligible secondary market transactions” involving US Treasury Securities. In-scope transactions must be cleared and settled through a central clearing agency. The rule extends to those who are a party to “eligible secondary market transactions” regardless of their jurisdiction. This includes market participants in the UK, the European Union, APAC and other jurisdictions in addition to the US. The purpose of this article is to examine the requirements of the clearing mandate, to review the legal issues and documentation requirements which it raises.
29 September 2025The challenges of bringing cryptoassets within the UK regulatory perimeter
This article explores the proposals to bring cryptoassets within the regulatory perimeter. It summarises the current and new regimes and assesses some of the challenges that may materialise.
29 September 2025Old debt, new terms or new debt, old terms: debt variation re-examined
This article examines the continuing importance of whether contractual amendments are variations of the original contract or result in a new contract altogether and the consequences for banking and finance transactions.
29 September 2025
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