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ECCTA 2023 and corporate decision-making: considerations for corporate practitioners
In this article, Philip Morrison addresses the implications of the requirement to provide certain information and the automatic removal of disqualified directors provision in the Economic Crime and Corporate Transparency Act 2023 for corporate decision-making and makes practical suggestions for corporate due diligence exercises.
06 May 2025So long, farewell: thoughts on transferring security
Transferring security is one of those topics which finance lawyers generally shy away from. We do it if we must but avoid it if we can.
06 May 2025Article 12 of the US UCC and the Draft English Property (Digital Assets etc) Bill 2024: potential impacts on fund finance transactions
In this article, the authors consider the impact of the changes introduced by Art 12 of the US Uniform Commercial Code and the draft English Property (Digital Assets etc) Bill 2024 on fund finance transactions, looking at the difference between collateral over subscription obligations (such as limited partner commitments) and net asset value collateral over portfolio equity interests, and the complexities of relating the technological attributes of tokenised structures to such legal principles (as where the company’s definitive share register is maintained on the blockchain).
06 May 2025Proposed UK corporate redomiciliation: issues for lenders
Corporate redomiciliation is the process by which a company changes the place where it is incorporated, so as to become subject to the company law of a new jurisdiction whilst retaining its legal personality. In October 2024, a UK independent expert panel issued a report to the UK government setting out a proposed regime for corporate redomiciliation to and from the UK. This followed a government consultation on the principles of a corporate redomiciliation regime in October 2021. The government intends to consult in due course on a proposed regime design.
Many jurisdictions, including Singapore, Jersey, Luxembourg, Australia, New Zealand, Canada and the State of Delaware, already have redomiciliation regimes and companies in the EU can move to another member state. Lenders may therefore have already considered the implications of a company redomiciling but each regime differs and it is therefore important to consider the UK proposals and their implications.
Understanding debt finance in football: debt factoring and secured loans
In this article the authors examine the use of certain debt products, namely debt factoring of future revenue streams and secured loan facilities, in the football finance market.
06 May 2025Political risk insurance: safeguarding global supply chains amidst geopolitical tensions?
In today’s interconnected global economy, a stable supply chain is crucial for international business. From our experience, companies are increasingly concerned about geopolitical risk as a key risk factor when managing their supply chains. This article explores whether political risk insurance can help to safeguard supply chains against geopolitical disruption.
06 May 2025An overview of debt and royalty financing structures for life sciences businesses
As a supplement to equity capital and licensing and collaboration revenues, there is an increasingly broad array of evolving methods for life sciences companies to raise money to fund their drug development and commercialisation activities. These include venture lending, growth lending, synthetic royalties, drug development financings and royalty monetisations. Each of these are available to life sciences companies in different stages of development, have unique structures, involve varying degrees of contractual restrictions, and provide different risk/return profiles for investors. In this article the authors consider these key methods for raising non-dilutive financing.
06 May 2025“High Water” mark EBITDA provisions: should lenders fight fires with a pre-agreed “low water” mark EBITDA de minimis?
In this article Michelle Gilmore-Parry considers what “high water” mark EBITDA provisions are and discusses the key considerations lenders and practitioners should take into account when reviewing leveraged finance and private credit documentation.
06 May 2025Cross-border privilege
This article considers cross-border privilege issues that can arise in a number of different contexts.
06 May 2025The lucrative AI debt market – disrupting traditional debt lending: Part 2
In two parts, the first published in the March edition (2025) 3 JIBFL 183, we discuss how the unique nature of AI companies and AI-related assets could present distinct challenges to traditional lending frameworks if such frameworks are not properly considered in the context of such companies. Part 1 discussed how the unique nature of AI companies could present distinct challenges to financial covenants in traditional lending frameworks if not properly considered in the context of such companies.
This Part 2 discusses how the unique nature of AI-related assets could present similar challenges to the process of security enforcement in traditional lending frameworks if not properly considered in the context of such assets.
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