Spotlight

Hybrid debt agreements and cross-border enforcement risk

Hybrid governing law structures are now commonplace in cross-border finance, commonly allocating covenants and events of default to New York law while assigning security and intercreditor mechanics to English law. This produces contractual fragmentation in which economically integrated rights are governed by and applied through different legal systems. This Spotlight article examines resulting interpretive challenges, focusing on differences between New York and English law approaches to contractual construction, implied obligations and discretionary powers, including the implied covenant of good faith and fair dealing and the Braganza  duty. Using the Selecta uptiering litigation as a case study, it analyses implications for interpretation, evidence and forum strategy in liability management transactions.

Smart legal opinions, digitalisation, AI and security interests

The question is whether advances in digitalisation and AI enable security interests to be streamlined and for costs to be reduced, in particular as regards smart legal opinions to lenders and regulators that all is well.

Ijara and Murabaha under wartime stress: Shariah-compliant real estate financing in the 2026 Gulf conflict

The 2026 Iran War has exposed a structural vulnerability in Shariah-compliant real estate financing that conventional restructuring tools cannot readily address. This Spotlight article analyses the specific stress points created by the conflict for ijara (lease-to-own) and murabaha (cost-plus sale) structures, which together underpin the majority of Saudi real estate fund financing. It maps the interaction between the Shariah-law vulnerabilities and the Saudi Civil Transactions Law hardship framework, identifies the White Land Tax as an underappreciated wartime holding cost and proposes a practical framework for fund managers, Shariah advisors and lenders navigating the current crisis.

Minority creditors beware: the LME may not be a restructuring under European corporate CDS

In this Spotlight article, the authors consider whether and when typical liability management exercise structures are likely to trigger a restructuring credit event, and the timing for settlement where a restructuring credit event is triggered, under a European corporate credit default swap.

LMEs in European restructurings: local law constraints and evolving market practice

Liability management exercises (LMEs) are reshaping European restructurings by delivering targeted, out-of-court capital structure solutions while avoiding the expense and lengthy timescales of court processes. As US-style techniques proliferate, parties must adapt structures to European jurisdictional constraints including diverse local directors’ duties and insolvency regimes, and where English law-governed documents are present, the Assénagon  abuse of power principle. Recent transactions illustrate emerging market norms and potential litigation flashpoints. In response, creditors are seeking to tighten documentation through LME blockers and deploying co-operation agreements, even as antitrust and enforceability challenges test their limits.

Smart legal opinions, digitalisation and insolvency netting

This Spotlight article discusses the prospect of smart legal opinions by digitalisation and AI. It uses the symbolic example of insolvency set-off and netting to illustrate how the objectives of smart legal opinions could be achieved, what obstacles there are, and what the solutions might be.

The role of financial market infrastructure for stablecoins

This Spotlight article outlines certain roles a financial market infrastructure (FMI) could play in the stablecoin ecosystem and how this may support policy objectives. In particular, we discuss:

• the significance and legal characteristics of stablecoins, focusing on their unique aspects versus other digital settlement assets; 
• the role(s) that an FMI could play in supporting settlements in stablecoins among financial institutions and in managing systemic risks more broadly; and 
• certain legal and regulatory considerations, including to illustrate stablecoin-related activities an FMI may be able to conduct within the scope of existing frameworks and authorisations. 

Digital securities, analog problems: how tokenisation undermines the rights of investors

The intermediated holding of investment securities through tiered custody chains undermines the rights of investors. Distributed ledger technology offers potential solutions through direct investor-issuer connections, but emerging regulatory frameworks paradoxically recreate intermediation while providing weaker safeguards than for traditional securities. This article examines how current legal approaches to tokenised securities risk creating worse outcomes for investors, particularly retail participants.

Taking security over stablecoins

The article discusses the nature of stablecoins, how a lender might take security interests over them and how – and against what assets – that security might be enforced.

Fiduciary law in the Supreme Court: equitable orthodoxy (generally) prevails

The UK Supreme Court in three decisions has clarified key aspects of fiduciary law, encompassing when fiduciary duties will be recognised, how fiduciary law relates to the tort of bribery, the nature of accountability for profits, the nature of the constructive trust and remedies for dishonestly assisting a breach of trust.