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The LMA insolvency events of default clause: potential pitfalls and how to avoid them
This article considers the potential pitfalls in the LMA standard-form insolvency events of default clause and how the parties might seek to avoid them through targeted amendment and addition.
09 June 2025No guarantees: UK corporation and withholding tax complexities of guarantees
The UK corporation and withholding tax treatment of guarantee arrangements and related payments is complex. Once the legal nature of the various guarantee relationships is understood, the UK tax analysis can be applied. However, even then difficulties can emerge in determining the UK tax corporation and withholding effect of guarantee arrangements given the lack of case law, guidance and legislative provisions specific to guarantees.
09 June 2025Convertible bonds: a valuable funding tool in volatile markets
This article considers why, in volatile markets, the attractiveness of convertible bonds as part of the funding toolkit for both issuers and investors is enhanced. It goes on to describe some of the considerations relating to pre-emption rights and shareholder dilution that arise in the context of convertible bond transactions and various structural approaches that have been used to solve or mitigate these. Finally, it looks at how the technology used in the public convertible bond markets has an increasing role in bespoke transactions by private credit providers and financial investors.
09 June 2025Cryptoasset regulation: a comparative analysis of UK and EU regimes
This article provides a comparative analysis of the regulatory approaches to cryptoassets in the UK and the EU, focusing on the UK’s recently proposed Financial Services and Markets Act 2000 (Regulated Activities and Miscellaneous Provisions) (Cryptoassets) Order 2025 (UK Draft Order)1 and the EU’s Regulation 2023/1114 on Markets in Crypto-Assets (MiCAR). The article examines key differences in the approach, definition and categorisation of cryptoassets, scope of regulated activities, and the territorial application of each regime, concluding with a discussion of future outlook and regulatory ‘blind spots’ in each jurisdiction.
09 June 2025Climate risk in the commercial real estate market
In this article Matthew E Schernecke examines the effect of climate-related risk on the commercial real estate market, including the effect these risks will have on lenders’ and investors’ underwriting of loans and on the insurance coverage available in the market in respect of these risks, as well as possible implications on loan documentation.
09 June 2025Waving not drowning: Thames Water clarifies approach to out of the money creditors
In this article, the authors consider certain issues of principle decided or clarified by the Court of Appeal in the Thames Water restructuring plan: Kington S.À.R.L. & Ors v Thames Water Utilities Holdings Lt d [2025] EWCA Civ 475. Namely: the requirement to consider the treatment of “out of the money” creditors when assessing whether the allocation of benefits under a plan is fair, and the meaning of the expression “restructuring surplus” or “benefits preserved or generated by the restructuring”.
09 June 2025Ups and downs of the EU Benchmarks Regulation
Benchmarks play a crucial role in global financial and commodity markets. They measure different economic underlyings such as interest rates, currency exchange rates, baskets of shares and commodity prices, allowing market participants to transfer risk or gain exposure by referencing a commonly understood metric. This article traces how the EU Benchmarks Regulation was developed to safeguard the financial system, but introduced unintended risks, which are now being addressed. This article also considers the consequences of amendments to the EU Benchmarks Regulation, for regulated benchmark administrators and users.
09 June 2025Schrödinger’s Deed: can an instrument be two things at once?
Following the obiter comments of HHJ Pelling KC in Macdonald Hotels Limited & Anor v Bank of Scotland PLC [2025] EWHC 32 (Comm), there may be reasons for the financial sector to be concerned about a common approach to the execution of agreements in cases where the counterparties intend the instrument to be simultaneously both a deed (for one or more parties) and a simple contract (for the other party or parties). James Hall and William Golightly of Gatehouse Chambers consider the court’s treatment of the “intention requirement” for deeds in s 1(2) of the Law of Property (Miscellaneous Provisions) Act 1989.
09 June 2025MiCA: unresolved questions
The EU Markets in Crypto-Assets Regulation has been in force for the better part of a year. Still, many legal questions surrounding its scope of application remain unanswered and new questions are emerging at a rapid pace. Among those open issues are whether European Markets in Crypto-Assets Regulation’s (MiCA’s or MiCAR’s) asset-referenced tokens can be characterised as derivative financial instruments under MiFID II, as well as their differentiation from “other” cryptoassets. The understanding of white paper obligations is evolving. The question of how cryptoassets service providers (CASPs) may use cryptoassets initially received for custody purposes is being debated, and the link between EU and national law raises further questions about how to insolvency-proof a CASP’s custody business. This article aims to shed light on these topics and provide ideas for an understanding of MiCA’s provisions going forward.
09 June 2025The Law of Property Act 1925 turns 100 this year: Happy Birthday!
The Law of Property Act 1925 (LPA) came into force 100 years ago this year. It received Royal Assent on 9 April 1925, and it came into force on 1 January 1926. The LPA brought overdue coherence, eased property transactions for the next century, and still forms the basis of English land law today. We set out why this law came about, how it helped, and how it continues to help us.
09 June 2025
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