Feature

Pre-prepared board minutes are used in complex corporate transactions to ensure the proper steps are completed in the appropriate order. This article looks at cases in which the practice has been considered, and identifies some of the risks involved.

In this article the authors outline the basic elements of a double dip transaction with a look at recent case studies. They then provide a step-by-step covenant analysis with considerations for lenders and a European perspective.

In this article, the authors explore the new trend of Wall Street bank-led secondary trading in private credit and certain considerations for market participants involved.

It has been a turbulent few years for mass litigation in England and Wales. The advent of new collective procedures and revival of old ones has seemingly gifted claimant investor groups an abundance of choice. But the precise boundaries of the various mechanisms available seem to be in a constant state of flux. This article examines the current state of play through the prism of securities litigation and seeks to identify key considerations and future trends.

With interest rates remaining at record levels and businesses still struggling with increased costs and the fall-out from the cost-of-living crisis, many businesses have been unable to meet leverage maintenance covenant requirements in their deals. As a quid-pro-quo for covenant relief, lenders often seek to impose a minimum liquidity covenant to ensure the business remains operationally solvent during the covenant relief period. This article explores what a liquidity covenant is and the issues facing sponsors and lenders in negotiating them.

The European Banking Authority, in its Basel III full implementation impact report¹1 found that European banks’ Tier 1 capital requirements would increase by 15% as a 1result of Basel III changes, with the proposals for an output floor being responsible for a 7.1% overall rise. In this article, the authors consider how significant risk transfer (SRT) transactions can be used to decrease a bank’s risk weighted assets (RWAs) in order to minimise their capital burden in light of increased capital requirements as a result of the output floor. Other capital requirements specific to securitisations are also considered.1 1

In this article, Lara Kuehl discusses the enforceability of arbitration agreements which provide for foreign (non-UK) seated arbitration and foreign governing laws, commonly found in the terms of service of crypto exchanges and platforms, in contracts with UK consumers.

In this article, we dissect the complex interplay between law and technology in the derivatives market and describe an approach for developing modular, smart contracts. We draw parallels between legal prose and programming, advocating for a formalised approach to contract drafting that accommodates smart contract technology. The Common Domain Model is identified as a pivotal tool, providing a standardised representation of contractual terms that ensures clarity and consistency across the industry. Using this standard framework, we demonstrate how to embed traditional contracts within a modular, composable smart contract architecture.

The Payment Systems Regulator (PSR) has recently announced significant changes to the mandatory reimbursement regime for Authorised Push Payment (APP) fraud that will be implemented during 2024. The scheme is likely to create difficulties for financial institutions preparing for the far-reaching changes. This article summarises the reforms, explores the challenges and provides suggestions for preparing for the new measures.

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.