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Rank inequality: the consequences of the creation of “super priority” debts under the Corporate Insolvency and Governance Act 2020 moratorium
In this article the authors consider the consequences of the creation of “super priority” debts under the Corporate Insolvency and Governance Act 2020 (CIGA) moratorium, including the effect on secured creditors, priority as between holders of Super Priority debt and the potential impact on floating charge holders.
13 June 2024Jumping the line: priming restructuring transactions during the COVID-19 crisis
Over the past year, the COVID-19 crisis has caused liquidity issues for many US businesses, which has forced some borrowers to resort to increasingly creative restructuring options. These have generally fallen within two categories – “dropdown” transactions and “uptiering” exchange transactions, both of which have seen borrowers take steps under their credit agreements to prioritise one set of lenders over another. This article tracks the key cases in the US market and offers a flavour of what may be arriving soon on European shores.
13 June 2024Dual class Premium listings: no reason for the reservations?
In the UK Listing Review it is suggested that the LSE should allow companies with dual class share (DCS) structures to list on the Premium segment. In this article, we discuss this proposal. First, we discuss the arguments that are made against DCS-listings, and we give an overview of the Swedish DCS-regulation. From there, we discuss the conditions for DCS-listing recommended in the Review. We conclude that the listing conditions suggested might not only hinder DCS-structures from being useful for some companies but would risk disabling mechanisms that could counteract several of the problems that DCS-structures may cause.
13 June 2024The issues with interest calculations in arbitration awards
There is often much angst about choosing the right method of calculating interest on an arbitral award and, indeed, which interest rate to use. There are no criteria that can be applied a priori to assist in the selection in a particular case. Rather, the key is to determine what monetary return the injured party might have earned had they had use of the arbitral award over the relevant period of time. This amount can then be readily translated into a method and interest rate to suit the arbitrator.
13 June 2024Structuring loan buybacks
In this article the authors consider the structure of loan buybacks with a consideration of the documentary changes made by the Loan Market Association (LMA) as well as some of the approaches that have evolved in the market to address buybacks.
13 June 2024The expanding definition of contingent debts and its impact on winding-up petitions
Clive Wolman explains why there may no longer be a valid legal basis for a company to be able to restrain the presentation, advertisement or pursuit of a winding-up petition against it merely by showing that it is genuinely and substantially disputing the petition debt. Changes in UK insolvency and company legislation, reinforced by changes in accounting standards and by judicial rulings, have led to a broader definition of a “contingent” debt or liability. It now includes the contingency of a court finding that the disputed debt or liability does exist.
13 June 2024Financial product mis-selling claims against banks: the increasing willingness of the English courts to strike out allegations of fraud in “appropriate” cases
Traditionally, in a financial product mis-selling context, claims against financial institutions involving allegations of fraud, LIBOR manipulation and unlawful means conspiracy have not been amenable to strike out or summary determination. However, the English courts are increasingly demonstrating a willingness to deal with opportunistic claims against banks (and other third parties) involving allegations of fraud without the need for a full trial, in “appropriate” cases. Two recent High Court judgments provide guidance on when the court will consider it appropriate to do so: Boyse (International) Limited v Natwest Markets plc & Anor3 and Elite Properties and Ors v BDO LLP.4
13 June 2024English schemes and the Cape Town Convention
The impact on the aviation sector of the COVID-19 pandemic and governmental restrictions on air travel and other movement controls has been severe and has resulted in a number of airline restructurings. This article examines the use by an airline of a scheme of arrangement under Pt 26 of the Companies Act 2006 (2006 Act), as a mechanism for effecting a compromise with certain of its creditors, and the interplay between a scheme and those creditors’ rights under the Cape Town Convention and associated Aircraft Protocol (CTC), as implemented in the UK by The International Interests in Aircraft Equipment (Cape Town Convention) Regulations 2015 (Regulations). These considerations arose in the decisions of the English court in MAB Leasing Limited.1
13 June 2024Loss of a chance in commercial transactions: where are we now?
Loss of a chance principles apply to claims for lost transactional opportunities when the counterfactual case depends on the actions of a third party. This article discusses the relevant principles, their application to transactional cases, and the impact of any wrongdoing by the claimant on the lost opportunity claim.
13 June 2024Revisiting Canary Wharf v EMA: applying the “radically different” theory of frustration
In this article Zahra Al-Rikabi considers the juridical basis for the doctrine of frustration following Canary Wharf v EMA and in light of the renewed interest in the doctrine following the global COVID-19 pandemic.
13 June 2024
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