In Practice

The UK Financial Services and Markets Bill and UK Retained EU Law (Revocation and Reform) Bill: a comparison

First Bankers Trust order against overseas cryptocurrency exchanges using new “gateway”

On 29 November 2022, Mr Justice Butcher handed down judgment in LMN v Bitflyer Holdings Inc. and others [2022] EWHC 2954 (Comm), which is the first successful Bankers Trust application against overseas cryptocurrency exchanges based on the new “disclosure gateway” for service out of the jurisdiction at CPR Practice Direction 6B §3.1(25).

BTI v Sequana: practical implications for directors trading in the zone of insolvency

In this article, the authors reflect on the recent Supreme Court judgment in BTI 2014 LLC v Sequana SA [2022] UKSC 112 and its practical implications for directors trading in the zone of insolvency.

European CMBS and its new cousin, the CRE CLO

Iain Balkwill considers the differences between CRE CLOs and European CMBS and the rationale for their application.

Implications of proposed legislation in New York for sovereign debt restructuring

The New York legislature is currently considering three Bills that could substantially impact sovereign debt markets if enacted. The Bills would: (i) limit private creditors’ recovery in the event of sovereign default; (ii) block private parties from purchasing sovereign debt for the purpose of litigating a renegotiation of the debt; and (iii) create a binding, bankruptcy-like restructuring mechanism for sovereign debtors. This In Practice article looks at some of the potential implications of the New York Bills.

Finding room for asset-backed financings alongside high yield and leveraged loan transactions

In the current environment of inflation and higher interest rates, securitisations may play an increasingly prominent role in offering access to cheaper and diversified funding. In this article, the authors explain why a corporate group may wish to consider exploring whether a securitisation would be available to it – and permitted under any existing high yield and/or leveraged loan documentation.

Embedded finance: market challenges and market changes

In September ((2022) 8 JIBFL 560) we outlined that embedded finance is the availability of financial products, integrated into a company’s infrastructure, provided by non-financial institutions (platform lenders) and capitalised by “traditional” financial institutions. One of the benefits of embedded finance is an enhanced customer experience. This customer-led approach will become more important in the current and forecast economic environment. COVID-19 drove a change in consumer habits and demands and saw record valuations for fintechs. However, as the world economy faces an increasingly challenging outlook, there has been a so-called “rebalancing” of these high valuations. In July 2022 credit card transactions by UK cardholders were up by nearly 10% on last year (UK Finance) and global e-commerce revenues are forecast to shrink for 2022. Does this signal trouble ahead for embedded finance?

Safe harbours in lending transactions: exclusions from the requirement to register express trusts

This In Practice article considers some of the exclusions from the Trust Registration Service requirements that may be applicable to express trusts found in lending transactions.

UK equity capital markets: reforming the listing regime

In this In Practice article the authors summarise the key features of the proposed changes to the UK listing regime.

Pillar Two: the global minimum tax and its implications for financing transactions

The last few years have seen discussions at an inter-governmental level, led by the OECD, on how to amend the international tax system to deal with the changing business practices created by the digital economy. This includes an agreement to implement a global minimum corporate tax rate of 15% for large multi-national entities (MNEs). These discussions have now progressed to the stage where individual jurisdictions (including the UK) are beginning to introduce domestic legislation to implement the principles of the minimum tax, such that the theory is becoming reality. These rules will have implications for the assumptions being made by lenders as to the way borrowers under certain types of financing will be taxed. This article looks at some of these implications at the borrower level.