Feature

The uncertainty surrounding the conceptual basis of undisclosed agency is, in many senses, an academic problem.¹ 1 However, this uncertainty is not 1 entirely1 academic, and can pose practical challenges in a conflict of laws context. This article explores several private law explanatory theories for undisclosed agency: contract, tort and unjust enrichment. Once each theory is subject to a conflict of laws analysis, it will be observed that a single fact pattern, when analysed through the three lenses, gives rise to three different applicable laws. This divergence risks unwanted legal uncertainty in international transactions structured to incorporate undisclosed agency relations.1

In this article the authors look to analyse and explore some of the key issues for lenders when taking and enforcing security over a limited partner interest in an English limited partnership, limiting their analysis to matters arising under English law.

Entire agreement and no oral modification clauses are designed to promote contractual certainty. But far from guaranteeing that result, their inclusion in transactions implemented by multiple contractual documents can increase the risk of injustice by restricting the availability and operation of rectification and estoppel, even where the contractual documentation does not accord with the parties’ mutual dealings. This article explores how those risks arise so that drafters may seek to mitigate them.

Concerns around user anonymity and privacy have morphed into key public demands on central banks as the latter reflect on, and explore, the eventual issuance of retail central bank digital currencies (CBDCs). Some of the relevant debate is presented in terms of the need for central banks to balance their data protection duties, as CBDC issuers, against the need to uphold the payment system’s integrity from the dual risks of money laundering and the financing of terrorism. For the reasons explained in this article, the apparent tension between privacy protection and AML/CFT regulatory compliance – portrayed, by some, as the basis for painful but necessary compromises at the expense of privacy – may be somewhat exaggerated. As explained, below, retail CBDCs are not inherently worse-off, on the privacy front, compared to established electronic means of payment. By way of introduction, we briefly introduce the related (but distinct) concepts of anonymity and privacy, which are crucial for an understanding of the topic addressed in this article.

Much ink has been spilled on the Quincecare duty, considering the circumstances in which it may be engaged in the banker-customer relationship. However, that is only one part of a broader picture of inter-related agency relationships, all of which can be in play in cases where a company is being defrauded by someone who might usually be trusted to act in the company’s interests. This article sets out to identify, by means of a case study, what sort of issues might arise. It then seeks to explain what English conflict of laws rules would find to be the governing law of the various claims.

In this article, Akber Datoo explains how English contract law can provide useful, flexible tools to simplify and clarify the fundamental legal relationships between participants in decentralised networks.

In this article Thomas Wong considers two recent judgments of the Hong Kong Court of First Instance on the enforcement of Keepwell Deeds.

The Secretary of State recently argued in high profile disqualification proceedings that directors owe a freestanding, strict legal duty to know a company’s true financial position at all times while holding the office of director. This article argues that this position is clearly wrong as a matter of law, would be inconsistent with the directors’ duties in the Companies Act 2006, and would be fundamentally impractical and impossible to comply with.

In this article the authors consider why and how Excess Cash Flow mechanics have become more diluted in recent years.

In this article the author considers how to delineate the regulatory perimeter in relation to DeFi platforms. He considers where the line is to be drawn between a platform that is essentially a CeFi platform that uses smart contract components to provide virtual asset services, and DeFi proper, where the originators of the set of smart contracts are merely developing and deploying software as a public utility.