Category

German share pledges in insolvency: disposal authority, enforcement design and security agent risk

In cross-border financings involving German collateral, enforcement is often approached as a matter of contractual control under intercreditor arrangements and security agent instructions. In German insolvency scenarios involving pledged shares and other governance-sensitive rights, that approach may be incomplete. The prior legal question is whether disposal and enforcement authority rests with the insolvency estate or remains with the secured creditor.

This article examines the resulting execution risk, the limits of insolvency-led sales assumptions, and the consequences for lenders, security agents and restructuring advisers. It argues that, where disposals authority is uncertain, enforcement design must be aligned with the statutory mechanics of the collateral jurisdiction and that a public auction may, in some cases, provide a faster, more transparent and more legally defensible route to realisation.

26 July 2026

Bridging public regulations and private rights in the US GENIUS Act and Hong Kong’s Stablecoins Ordinance – Part 2: trusts and bankruptcy

This Part 2 focuses on the second part of investor protection (the trustee structure) and stablecoin holder safeguards on issuer insolvency.

26 July 2026

Companies Act 2006: time to review?

The Companies Act 2006 (the Act) received royal assent in November 2006, following an independent review involving a wide range of people (the Review). The then Minister of State for Industry and the Regions (Margaret Hodge) said it would bring major benefits to business by modernising and simplifying company law. Twenty years on, it is a good time to reflect on whether the Act accomplished what it set out to do and to look at some changes the government could consider. This article picks out some of the areas where improvements could be made.

26 July 2026

What belongs in a local security document? The function of local security documents in cross-border finance

"It's already in the Facility Agreement." Anyone acting as local counsel in cross-border financings has heard the phrase. During the negotiation of a local security document, local counsel suggest that a representation, undertaking or enforcement-related provision should remain in the document. The response is often immediate: 'It's already covered by the Facility Agreement" or "That's dealt with in the Intercreditor Agreement".
But should that end the discussion? Or does the answer depend on the function the local security document is expected to perform? This article explores the evolving role of local security documentation and considers the appropriate drafting solution where a provision performs an independent function within the local security document.

26 July 2026

The impact of jet fuel volatility on aviation finance

In this article the authors consider the impact of jet fuel volatility (both price increases and supply shortages) on airline profitability and the consequent impact on aviation finance.

26 July 2026

The doctrine of clogs on the equity of redemption: the unruly dog unleashed

In S hukla v St James Bank and Trust Co Ltd [2026] EWHC 851 the equitable doctrine of clogs against the equity of redemption resulted in a complete rewriting of a bargain struck between sophisticated commercial parties. The case illustrates: (i) the difficulties in applying the doctrine to modern financing arrangements; and (ii) why sustained criticism of the doctrine is well-founded.

26 July 2026

Enforcement of security over digital assets: the importance of pre-emptive structural design

As digital assets become central collateral in international banking, traditional lex situs rules are increasingly inadequate for decentralised ledger systems. The absence of a fixed legal location creates significant jurisdictional uncertainty

in determining proprietary rights and enforcement.

This article examines the evolving legal framework for enforcing security over digital assets, shifting the focus from location-based analysis to a functional nexus grounded in technical and commercial realities. Drawing on English case law and the 2023 UNIDROIT Principles, it proposes a structured approach to cross-border enforcement risk.

It argues that effective enforcement depends not solely on legal doctrine but on aligning proprietary rights with mechanisms of technical control, including multi-signature custody structures. Only this integration allows legal remedies to translate into actual control over digital assets in a decentralised financial environment.

26 July 2026

Private credit funds and UK lending: mapping the regulatory perimeter

Private credit funds are now central to UK corporate finance, yet the regulatory perimeter does not map cleanly onto their activities. This article examines where regulated activity begins and ends when a private fund lends – covering Financial Services and Markets Act 2000 and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, the financial promotion regime, fund manager authorisation under UK AIFMD, prudential regulation (Basel III.1 and Investment Firms Prudential Regime), Financial Conduct Authority conduct and consumer considerations for retail distribution, and structuring for cross-border lending, including how English law enhances lender protection in emerging markets.

26 July 2026

Third-party contractual rights in banking and finance: reconsidering the 1999 Act

Ian Wilson KC considers the significance of the Contracts (Rights of Third Parties) Act 1999 in the context of bank mandates, bond markets, and emerging tokenised securities structures.

26 July 2026

Lending to Italian obligors in cross-border finance transactions: main legal and tax considerations

In cross-border financing transactions Italian entities are frequently required to accede as guarantors or security providers. This article examines the principal legal and tax considerations for foreign lawyers to be aware of when structuring transactions involving Italian entities (eg financial assistance, corporate benefit, claw-back risks, notarisation activities and registration tax costs).

26 July 2026

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