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The LMA sovereign immunity clause and enforcement proceedings
Benedict Tompkins considers the Loan Market Association’s standard sovereign immunity clause in light of recent case law on enforcement against defaulting sovereign debtors.
09 February 2025Schrödinger’s property? D’Aloia and the legal superposition of digital assets
In this article, the authors argue that courts must deepen their understanding of digital asset technologies to avoid perpetuating ambiguities evident in the D’Aloia judgment.
09 February 2025Secured lending: when is the lender put on inquiry in a “hybrid” transaction?
In One Savings Bank plc v Waller- Edwards the Court of Appeal advanced a test to be applied to determine whether the lender is put on inquiry in a secured lending “hybrid” transaction where the relationship between the two borrowers is non-commercial. This article argues that there are problems with the test advanced by the Court of Appeal and that a preferred test is discoverable in the judgment of the House of Lords in Royal Bank of Scotland plc v Etridge.
09 February 2025Conflicts of laws and the ratification of unauthorised acts by agents
The decision in Republic of Mozambique v Credit Suisse [2024] EWHC 1957 is part of a wide-ranging dispute arising from alleged corruption in Mozambique sometimes referred to as the “Tuna Bonds” or “Hidden Debts” affair. This article focuses on the conflict of laws issues raised by the claims brought successfully by Mozambique in these proceedings.
09 February 2025Identifying the place of performance in English law transactions involving foreign banks
The rule in Ralli Bros will excuse non-performance of an English law obligation where performance necessarily involves an act prohibited by the law of the place of performance. However, the courts have not given clear guidance on identifying the place of performance where a foreign bank plays an ancillary role in the performance of such an obligation. While there is good reason to consider that payment of liabilities in a foreign currency, or to a foreign account, necessarily involves performance in a foreign country, each contract or instrument must be carefully examined to determine what precise acts fall to be performed, and where.
09 February 2025National Security and Investment Act 2021: three years later
In this article, Adam Eckersley-Waites reviews some outstanding issues relating to the National Security and Investment Act 2021 relevant to finance practitioners and two recent noteworthy developments.
09 February 2025Insolvency and automatic acceleration in US Chapter 11: to accelerate, or not to accelerate, that is the question
There are two approaches to acceleration following the filing of bankruptcy. On the one hand, a typical US style debt document provides for automatic acceleration on an insolvency event of default. On the other hand, many other jurisdictions typically do not include such automatic acceleration provisions in financing documents. This article discusses the primary differences between the Chapter 11 treatment of a loan that automatically accelerates the debt following an insolvency and a loan in which such acceleration is at the discretion of the lender.
09 February 2025Climate-related disasters, why insurance is not the solution and what is
We are in the Age of Climate Superlatives: all seven continents have experienced rolling record temperatures and floods, unprecedented glacier retreats, massive forest fires and more. The consequences have been expensive in terms of lives, livelihoods, economic losses and disruption. In 2024 alone, tropical cyclones caused over $100bn in financial loss and damage and hundreds of lives in the Caribbean, southern United States, and southwest Asia. Floods in China, Brazil, Spain, Germany and across Africa cost about half of that and also killed hundreds. Multi-year droughts across sub-Saharan Africa and Central America claimed even more lives and lost livelihoods. A knee-jerk response has been that we need more insurance or insurance instruments like “cat-bonds” and regional risk pools for these climate disasters. This response is understandable but mainly wrong, as I explain below. We need alternative approaches and emerging instruments.
09 February 2025Private IPOs as a capital raising and exit strategy in today’s market environment
In this article, the authors take a closer look at private market capital raising and liquidity transactions that have recently become referred to as “Private IPOs”. They explain what are commonly understood to be the key features of a Private IPO compared to a conventional initial public offering (IPO) and a conventional private placement, analyse why it may be an attractive option in the current market environment, and consider the potential drawbacks associated with it. Finally, the authors “look around the corner” to explore what role Private IPOs might play alongside the existing conventional capital raising and exit strategies.
07 February 2025Reliance revisited: High Court construes statutory requirements for UK securities fraud claims
In Allianz Funds Multi-Strategy Trust v Barclays plc [2024] EWHC 2710 (Ch) the High Court struck out claims by investors in Barclays plc by those who did not claim to have read the Bank’s market publications, and all claims for dishonest delay. In doing so it made potentially far-reaching findings as to the scope of UK securities legislation.
07 February 2025
