Feature

What’s next for the EU Directive on NPLs?

The non-performing loan (NPL) market has a significant presence in the European financial markets, valued at around €27.4bn. EU Directive 2021/2167 on NPLs sets out new rules for credit servicers and credit purchasers aimed at promoting the secondary market for NPLs.

Galapagos: proper construction of Distressed Disposal provisions in intercreditor agreement

In this article the authors consider the recent English High Court judgment in Galapagos v Kebekus [2023] EWHC 1931 (Ch) which turned on the proper interpretation of Distressed Disposal provisions in an English law intercreditor agreement (ICA), typical in European leveraged financing transactions.

Byers v Saudi National Bank: bona fide purchase, knowing receipt and crypto litigation

In this article Nik Yeo looks at how the Supreme Court’s decision in Byers has clarified important differences between the bona fide purchase defence to an equitable proprietary claim and the distinct personal claim for knowing receipt, particularly relevant in litigation against recipients of cryptoassets.

Damages for the damnified? What DOES Law of Property Act s 104(2) mean?

Section 104(2) is frequently used to ease the conveyancing process when a mortgagee sells the security: it enables the mortgagee to pass good title to a purchaser even if the exercise of its power of sale is unauthorised, improper or irregular. The corollary of that power, the obligation to pay damages if a wrongful sale occurs, has, until recently, received little attention. This article highlights two recent cases, explains what we can learn from them, and sets out some thoughts on the remaining unanswered questions arising out of this provision.

If the law supposes that crypto cannot be property, then the law is an ass

A company’s objects: do they still matter?

In this article the authors consider why a company’s objects continue to be relevant despite recent legislative developments and the implications of s 31(2)(c) and s 31(3) Companies Act 2006 should a counterparty proceed with a contract outside the company’s objects before registration of a notice of amendment of the company’s objects.

Moveable transactions: Scotland v England: Round 1 – assigning receivables

Scottish moveable transactions law is currently outdated and much less useful in practice than the law in England and Wales. The Moveable Transactions (Scotland) Act 2023 (2023 Act) will bring Scots law up to date when it comes into force and will arguably move it ahead of the law south of the border. This article tests whether or not that is the case when assigning receivables.

LMA €STR fallbacks to EURIBOR: use in corporate lending transactions

In December 2023, the Working Group on Euro Risk-Free Rates (Euro WG)¹1 issued their final, closing statement1²2 having agreed that their current mandate had been completed. 2Does this mean that work in relation to the use of risk-free reference rates based on 2€2STR 2in the context of euro has ended? The short answer is “not necessarily”: whilst the tools2 to implement use of such rates exist, some elements of the financial markets, such as the corporate lending market, have been slow to change practice. In this article we take stock 2of the potential use of such 2€2STR-related tools in the corporate lending markets.2

Sanctions clauses in documentary credit transactions: a cautionary tale

In the current geopolitical climate, sanctions are increasingly used as a foreign policy tool and can have significant implications for contractual obligations in international trade. In Kuvera Resources Pte Ltd v JPMorgan Chase Bank, N.A. [2023] SGCA 28, the Singapore Court of Appeal held that a confirming bank could not deny payment to the beneficiary of two letters of credit (LCs) on the ground that its confirmations of the LCs included a contractual clause (Sanctions Clause) extinguishing the confirming bank’s liability as the underlying commercial transaction was allegedly caught by the sanctions laws of the US.

The implications of the novel “Audit Duty” on professional service firms: Part 2

In this Part 2, barrister and Chartered Banker Jacob J Meagher discusses the impact and application of the “Audit Duty” on professional service firms (PSFs) and others, as expressed in Rihan v Ernst & Young [2020] EWHC 901 (QB).