Feature

Going 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.

Damages 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.

Scotland’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.

Third 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

Hook, 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.

If the law supposes that crypto cannot be property, then the law is an ass

Damages for the damnified? What DOES Law of Property Act s 104(2) mean?

Section 104(2) is frequently used to ease the conveyancing process when a mortgagee sells the security: it enables the mortgagee to pass good title to a purchaser even if the exercise of its power of sale is unauthorised, improper or irregular. The corollary of that power, the obligation to pay damages if a wrongful sale occurs, has, until recently, received little attention. This article highlights two recent cases, explains what we can learn from them, and sets out some thoughts on the remaining unanswered questions arising out of this provision.

A company’s objects: do they still matter?

In this article the authors consider why a company’s objects continue to be relevant despite recent legislative developments and the implications of s 31(2)(c) and s 31(3) Companies Act 2006 should a counterparty proceed with a contract outside the company’s objects before registration of a notice of amendment of the company’s objects.

Moveable transactions: Scotland v England: Round 1 – assigning receivables

Scottish moveable transactions law is currently outdated and much less useful in practice than the law in England and Wales. The Moveable Transactions (Scotland) Act 2023 (2023 Act) will bring Scots law up to date when it comes into force and will arguably move it ahead of the law south of the border. This article tests whether or not that is the case when assigning receivables.

Shared appreciation mortgages: how far can the “unfair relationships” regime stretch?

A trial of alleged mis-selling of shared appreciation mortgages (SAMs) by Bank of Scotland plc (BoS) is listed for early 2024. In this article Benjamin Pilling KC and Ruth Bala of 4 Pump Court review the issues in the case. Does the “excessive” finance charge generate an “unfair relationship”? Will the court be willing to use the “unfair relationship” provisions to rewrite a mortgage, where there was full disclosure upon inception of the level of the finance charge (c.f. PPI, where the high level of commission was undisclosed)? The authors also consider limitation.