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Losing privilege for iniquity short of fraud: implications of recent s 423 cases
Section 423 of the Insolvency Act 1986 allows courts to unwind transactions entered into to prejudice creditors without requiring proof of dishonesty or fraud. Recent case law has nevertheless treated such claims as inherently alleging “disreputable” conduct, with significant implications for privilege and pleading requirements. This article examines the iniquity exception to privilege in s 423 claims, with particular focus on the November 2024 decision in Invest Bank v El-Husseini [2024] EWHC 2976. That decision suggests that establishing a prima facie case of an undervalue transaction entered into for the statutory purpose engages stricter pleading rules and displaces privilege. However, uncertainty remains about the boundaries of this presumption of inherent iniquity and its practical implications for privilege loss across s 423 cases.
22 November 2025Supply chain finance in the EU: Part 1 – lessons from recent failures and the case for a targeted SCF Regulation?
Supply chain finance (SCF) is vital for EU working capital but operates within a fragmented and opaque regulatory framework. Recent high-profile failures in or otherwise affecting the SCF market have exposed critical structure weaknesses, including inconsistent private-law rules, insufficient transparency beyond securitisation and uneven operational safeguards. These issues obscure leverage, create liquidity risks and complicate cross-border enforceability, significantly impeding the Single Market.
This article advocates for a proportionate, targeted EU SCF Regulation. It proposes a framework encompassing harmonised definitions, calibrated data and disclosure standards via light-touch repositories and enhanced private-law certainty, including a uniform conflicts-of-law rule and an interoperable e-notice mechanism. These reforms would substantially improve legal certainty, transparency and market stability, ultimately lowering funding costs, increasing small and medium-sized enterprises access to finance and advancing the EU’s Savings and Investments Union objectives.
Digitising collateral: the LBMA’s digital gold initiative and UCC Art 12
Gold and other precious metals have long been central to the financial system and remain key assets today. However, as global markets expand and technology advances, traditional transactional approaches risk falling behind. London’s $900bn bullion market is preparing to test a new initiative: a digital version of gold. The initiative aims to modernise the way gold is owned, traded, and settled, and facilitates the use of gold as collateral. This shift, together with developments such as Art 12 of the Uniform Commercial Code, bridges the gap between tradition and innovation, simplifying transactions under clearer frameworks and expanding market opportunities.
22 November 2025Challenging the status quo: designated counsel and sponsor blacklists
In this article Michelle Gilmore-Parry explores the recent adoption of sponsor blacklists in European leveraged financings and discusses some key considerations for lenders.
22 November 2025Payback time: when lending agreements are silent on key terms
This article considers a number of important principles relating to the repayment and prepayment of loans and how they are applied when a loan agreement fails expressly to cover them.
22 November 2025An Englishman in New York: English law considerations in New York law credit agreements
English lawyers are sometimes required to consider how to weave points of English law and practice into New York law governed credit agreements to cater for the inclusion of an English credit party in what would otherwise be a US centric transaction. In this article the author looks at the several broad areas to consider when undertaking such an exercise, some of which may have material ramifications if not adequately addressed.
22 November 2025Legislating virtue: unfair relationships in the Supreme Court
This article considers three aspects of the Supreme Court’s decision on unfair relationships in Hopcraft : (i) the new approach to undisclosed commissions; (ii) the approach to the commercial tie; and (iii) the nature of the remedy. In the light of that analysis, some comments are offered on the nature of the jurisdiction.
22 November 2025Super senior Revolving Credit Facility: a legacy product?
Virtually all businesses need or want a line of credit to provide working capital to support daily operations and growth. Sponsors need to balance this operational need with the importance of moving quickly and execution certainty. As a result market practice has developed Revolving Credit Facility (RCF) Establishment provisions to mitigate this challenge by agreeing up-front mechanics for bringing in a working capital provider post-closing. The legal position is now well established for this approach. However, a commercial tension remains on the super senior RCF product itself so implementation variations and the unitranche/SSRCF structure that had become the norm are being tested.
22 November 2025Tokenised Islamic finance products: Shariah compliance meets digital innovation
Tokenisation, the representation of ownership interests and contractual rights as digital tokens recorded on distributed ledgers, is increasingly intersecting with Islamic finance. The opportunity is practical; broader market access, faster settlement, improved transparency and audability, and the potential to hard-wire compliance into product lifecycles. The challenge is equally clear. Structures must continue to satisfy foundational Shariah requirements prohibiting interest, excessive uncertainty and speculation, even as issuance, custody and secondary trading migrate to digital rails. Across the Gulf Cooperation Council (GCC) region, policymakers and market participants are moving beyond pilots to first-generation frameworks and transactions. Bahrain has adopted a stablecoin issuance and offering framework that embeds Shariah governance for Islamic-labelled products, while in the United Arab Emirates (UAE) the new CBUAE law (Federal Decree-Law No. (6) of 2025) provides a statutory pathway for "currency in digital form" as legal tender issued by the UAE Central Bank. This sts alongside the binding Higher Shariah Authority framework that adopts the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI) standards for licensed Islamic Institutions. These measures signal a maturing regulatory environment for tokenised Islamic products.
For the purposes of this article, tokenised Islamic finance products refer to digital instruments structured to comply with the principles of Shariah and recorded on either permissionless public chains or permissioned networks operated by regulated institutions. They include security tokens, such as tokenised sukuk or equity interests; asset-backed tokens that evidence ownership in identifiable real assets or usufructs; and payment or utility tokens, including fiat-referenced stablecoins and bank deposit tokens used for settlement. Our primary focus is the GCC, in particular the UAE, Saudi Arabia and Bahrain. The analysis draws on standards and guidance issued by AAOIFI and the Islamic Financial Services Board. Where relevant, we refer to Federal Decree-Law No (6) of 2025 as “the new CBUAE law”.
Sustainable Finance: Newspeak
This article explores one of several issues potentially causing difficulties within the area known as “sustainable finance”. It focuses on the use of language and raises questions around the particular style of phrasing prevalent throughout the emerging taxonomies, sustainability reports, financial products and other materials which comprise the sustainable finance market. After briefly describing examples of these issues, this article advocates returning to language and grammar which is plain and simple.
22 November 2025
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