Feature

This article explores whether negative covenants restraining borrowers from assuming further borrowing at certain interest rates might be evaded and the importance of treating interest as a matter of substance not form.

Drawing on transaction experience across Europe, the CIS, Asia and Africa, this article examines the most material political risks affecting project finance today and assesses how mitigation strategies have evolved in response.
Project finance has always involved the allocation and management of complex risks across financing construction, legal, operational and political domains. Among these, political risk has become a central constraint on bankability, particularly for large infrastructure, energy and natural resources projects operating across borders.
This shift reflects a broader change in behaviour of states. Governments are more interventionist in sectors viewed as strategic, fiscal pressures are increasing and geopolitical fragmentation has reduced tolerance for long-term private contractual arrangements that limit public policy flexibility. As a result, political risk can no longer be treated as a residual issue addressed through standard documentation; it has become a core structuring consideration for lenders and sponsors. From a lender perspective, this shift has tangible consequences. Political risk is no longer assessed late in the diligence process or treated as residual documentation issue; it increasingly dictates whether a transaction proceeds at all.
Increasingly, these risks are shaped not only by host-state behaviour but by wider geopolitical dynamics, including sanctions regimes, strategic competition over natural resources, and intervention by third states pursuing national or regional interests. As a result, projects may be exposed to political risk even where domestic institutions appear stable and contractual frameworks are robust. This shift marks a move from traditional country risk analysis towards a broader assessment of geopolitical risk, which can evolve rapidly and is often beyond the control of project counterparties. 

In November 2025, the International Organization of Securities Commissions (IOSCO) published its Pre-Hedging Final Report (the Final Report), concluding a review that began with a November 2024 Consultation Report (the Consultation Report) and built on earlier regulatory and industry work.

This article examines the civil remedies available under English law to investors who suffer loss when counterparties trade on inside information. Taking the Archegos collapse as its point of departure, it concludes that while regulatory and criminal sanctions exist, the obstacles to private recovery are formidable. Neither negligence, deceit, nor unlawful means conspiracy offers a viable route to compensation.

EU and UK securitisation rules require the originator, sponsor or original lender of a securitisation to retain on an ongoing basis a material net economic interest in the securitisation of not less than 5%, "measured at origination". This rule is a fundamental principle of the EU and UK risk detention rules, designed to ensure the retainer has "skin in the game" from the start and throughout the life of securitisation.
The meaning of “measured at origination” has given rise to a number of issues, primarily concerning measurement methodologies, ongoing compliance, and a lack of clarity in relation to certain structures. Regulatory guidance and market practice have provided various clarifications and technical standards, but a number of issues and ambiguities remain, and the EU and UK rules diverge in certain respects.  

In this article Richard Oliphant considers what the Consumer Understanding outcome means for challenger banks reliant on a click-to-accept mechanism for a speedy digital customer onboarding process.

This article provides an overview of the relevant regulatory systems and policy frameworks across key jurisdictions, illustrating the complexity of the choice faced by regulators between banning and regulating cryptoassets. It examines three dominant approaches.

It is becoming increasingly clear that the nature of the relationship and expectations between the contracting parties is a key factor in whether a Braganza  term will be implied. This aligns with the usual case-by-case approach to the construction of contracts and the implication of terms.

Writing executable financial contracts remains a challenge due to the linguistic gap between legal prose and computer code. Logical English (LE) bridges this divide, offering a human-readable yet executable framework. This article examines the emergence of “vibe coding”–an iterative, agentic workflow using Generative AI – to automate contract development. By leveraging Large Language Models to translate legal intent into formal LE structures anchored in the Common Domain Model, the industry can move toward a “vibe-to-code” reality. This approach harmonises the probabilistic power of AI with the deterministic certainty required for banking law and complex derivative documentation.

The decision in Re BHS Group Ltd  shows that directors of companies in distress will have to navigate both the creditor duty and potential wrongful trading liability. This article explores how the creditor duty and wrongful trading liability sit together and offers practical advice for directors seeking to navigate the two, particularly in refinancing scenarios.