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The asset sales covenant: sometimes when it’s there it’s barely there at all!
In this article Michelle Gilmore-Parry explains how the asset sales covenant in top-tier European leveraged financings has evolved and discusses the key considerations for lenders when reviewing the asset sales covenant and related definitions in leveraged finance documentation.
24 November 2024Crypto exchanges: an update on D’Aloia
In this article Nik Yeo discusses how the recent detailed judgment in D’Aloia v Persons Unknown & Bitkup clarifies and extends some previously established contractual and proprietary principles in relation to liability of crypto exchanges to victims of crypto fraud.
24 November 2024The Financial Conduct Authority, the court and the Financial Ombudsman Service: who is in charge?
There has never been a more uncertain time for consumer and motor finance firms. There are more and more challenges to the ways in which this multi-billion-pound market operates. These come from consumers, the Financial Conduct Authority, the court and the Financial Ombudsman Service. Firms could be forgiven for feeling they are in a never-ending game of Russian roulette with each actor taking their respective spin of the revolver. So, it begs the question, who is going to come out on top and, ultimately, who is in charge?
24 November 2024Forewarned is forearmed: thoughts on the impact of an IT systems outage on security registrations at Companies House
The registration of charges granted by UK Companies and LLPs at Companies House is a crucial step in securing their validity and the priority of security interests over the assets of a chargor. However, the strict 21-day filing deadline under the Companies Act 2006 leaves little room for error or delay, including in the event of an IT systems outage affecting the electronic filing services provided by Companies House of third-party portals.
In this article, the authors examine some of the recent incidents that have highlighted the potential vulnerabilities of electronic filing and offer some practical tips and considerations for parties with an interest in a charge in the event there is an IT outage during the period allowed for the registration of a charge.
Growing up or coming down to earth? Broader trends in the US CRT market
The pace of deals in the US “credit risk transfer” (CRT) market through the end of 2023 spurred expectations that the US market would catch up to its European “significant risk transfer” (SRT) counterpart, promising more deal volume, issuers and investors. While investor demand continues unabated and some new issuers have entered the market, the pace of growth is cautious, and many transactions are now executed in the form of bilateral CDS transactions that provide more certainty of execution and timing in comparison to CLNs issued by banks or SPVs sponsored by banks. At the same time, new questions are arising from a regulatory focus on bank-financed leverage to CRT trades and uncertainty about the future direction of the Basel capital framework.
24 November 2024UK prospectus regime reform: potential impact on securities litigation
Following the recommendations of the Hill Review of the UK Listing Regime and certain consequential legislative changes, the FCA has now published its proposed new prospectus rules CP24/12, Appendix1 as part of the UK's new public offers and admissions to the trading regime – the biggest shake-up to the disclosure framework since 2005. While the driver of the rule changes is the desire to attract and retain more listed companies in London, they are likely to have an impact on securities litigation.
In this article, we consider the potential impact of the proposed new prospectus rules on claims brought by shareholders.
English schemes of arrangement, restructuring plans, insolvency proceedings and the impact of sanctions legislation
This article explores the treatment of sanctioned creditors under English schemes of arrangement and restructuring plans, considering the impact of sanctions legislation on class structures and voting, the receipt of consideration and the impact of disenfranchisement in the context of bond restructurings. Separately, it also briefly considers the treatment of voting rights of sanctioned creditors in bankruptcy proceedings.
24 November 2024Draft Property (Digital Assets etc) Bill: laying the foundations for the development of the common law
In this article, Darragh Connell considers the wording of the draft Property (Digital Assets) Bill and the matters that the legislature has left for the common law to develop.
24 November 2024Loans involving companies limited by guarantee: key issues for consideration
This article summarises key issues relevant to lenders and borrowers in loan financings that involve companies limited by guarantee as a borrower, guarantor and/or security provider.
24 November 2024How do investors make returns on preferred equity?
In this article, we look at the key features of preferred equity, the fundamental question of how investors make returns and its relationship with Holdco debt.
24 November 2024
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