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Roll-up rescue financing in Singapore: giving old debt senior priority
At its introduction into Singapore’s restructuring laws in 2017, rescue financing was heralded as value enhancing and associated with a higher probability of successful recovery for distressed companies. This article discusses the application of the rescue financing regime, including the first instance of a roll-up, and the way forward for rescue financing in Singapore.
13 June 2024The European Commission’s Digital Finance Package from the perspective of private law
This article examines the interplay between national (private) law and the legislative measures subsumed under the European Commission’s Digital Financial Package (DFP or the Package). For the reasons explained in this article, the Package may not attain, in full, its harmonisation and single market policy objectives, to the extent that it leaves the question of the legal attributes of crypto-assets to the discretion of national legislators and to the different legal traditions of the EU member states in matters of private law, rather than settling them centrally, possibly by reference to a limited-purpose European private law.
13 June 2024Steaming away from Canada Steamship? The interpretation of exemption clauses in finance documents
Judicial statements over the years have led some commentators to detect a trend away from the use of anything other than general contractual principles in the interpretation of exclusion clauses. Of the special principles at risk, perhaps the best known is the three-stage framework formulated by the Privy Council in 1952 in Canada Steamship Lines Ltd v The King. This article examines recent case law and considers whether that trend may have run its course.
13 June 2024Moving towards digital capital markets: the EIB’s public blockchain bond
In April 2021, the European Investment Bank (EIB) issued its first ever notes in digital form on the Ethereum public blockchain. This was a milestone transaction in several respects: as a true financing using a blockchain register rather than a proof of concept; through the use of Central Bank Digital Currency at issue; and through the development of documentation to address the new technology. This article summarises the key features of the issuance and its relevance to future digital bond issuances.
13 June 2024The Eurosystem PISA oversight framework: a novel approach for the oversight of electronic payment instruments, schemes and arrangements
The European payments ecosystem is currently undergoing significant changes, due to the emergence of new technologies, new market participants as well as an evolving regulatory environment. To keep abreast with these changes and their potential implications and challenges whilst ensuring a continued smooth functioning of the payment system, the Eurosystem had launched until end December 2020 a public consultation1 on a new holistic and forward-looking harmonised oversight framework for electronic payment instruments, schemes and arrangements (PISA).
13 June 2024Brexit: domestic courts’ new power to depart from pre-withdrawal case law
This article defines the statutory concept of retained EU case law under the European Union (Withdrawal) Act 2018 and identifies the test that certain UK courts may now apply in order to depart from it, namely that applied by the Supreme Court in departing from its own precedents. The discretion has historically been applied sparingly, principally for reasons of legal certainty. The same considerations are likely to limit the use of this new power, however possibly not to the same extent. It is unknown if domestic courts will treat it as inherently undesirable for UK and EU law to diverge.
13 June 2024Stamp Duty and stock transfer forms: the end is nigh?
On 21 July 2020, HM Revenue & Customs (HMRC) launched a consultation paper titled Modernisation of the Stamp Taxes on Shares Framework (consultation paper), recognising that “Stamp Duty, as a paper-based regime, is often regarded as an anachronistic feature of an otherwise high performing UK tax system”.
13 June 2024Does situs actually matter in disputes concerning bitcoin?
There has been considerable interest in the recent ruling of the High Court in Ion Science Ltd v Persons Unknown (unreported, 21 December 2020)1 as the first in which an English court has considered the question of situs in respect of a Bitcoin. Long described as an “intractable question”, many have taken the case to stand potentially for the proposition that the situs of a cryptoasset is the place where its owner is domiciled.
13 June 2024Creative uses of collateral: opportunities for leveraged companies
Credit to leveraged companies normally ties to the cash flow of the borrower’s business. But the coronavirus pandemic has wreaked havoc on the financial standing of many borrowers, upending their ability to predict cash flows and prompting them to raise capital against hard assets’ liquidation value. In the process, new transaction structures have emerged that use collateral more creatively to maximise borrowing capacity.
13 June 2024Payments by mistake: when will the discharge of an existing debt be a defence to a claim for repayment?
On 11 August 2020, Citibank made a payment of US$900m to the lenders under a syndicated loan agreement, in what the US court later described as “one of the biggest blunders in banking history”. When Citibank sued for the return of the money, the US court held that it was not entitled to repayment because the payments discharged an existing debt and the recipients had no notice of the mistake. That decision, on 16 February 2021, has understandably caused consternation among bankers. One report described the decision as “eye-watering” and one that “will strike terror into earnest hearts in the global trust and agency community”. London, of course, is another global financial hub and the industry might be equally interested to know how this dispute might have been determined as a matter of English law. This article addresses that question.
13 June 2024
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