Clifford Chance

The UK’s National Security and Investment Bill: implications for loan financings and related collateral

The UK’s new National Security and Investment Bill will create a new, standalone screening regime allowing the government to review acquisitions of “control” of legal entities and assets and to prohibit such acquisitions or impose remedies on them, if it identifies national security concerns. The new regime is expected to enter force in Summer/Autumn 2021. The government’s draft Statement of Policy Intent accompanying the Bill confirms that, “although loans are not exempt from scrutiny, the overwhelming majority of these are expected to pose no national security concerns, including within the core areas. In the rare circumstances where they do pose concerns, the Secretary of State generally only expects to intervene when an actual acquisition of control will take place (e.g. a lender seizing collateral)”. This In Practice article provides a broad summary of the main features of the new national security screening regime and highlights how loans and related security can be impacted.

At home and away: UK insolvency jurisdiction

In this In Practice article the authors focus on the practical considerations when commencing insolvency proceedings in the UK and the new complexities both at home and away, applicable from the start of 2021.

Brexit update: implications for securitisations

The uncertainties of Brexit persist despite the UK’s formal withdrawal from the EU in January 2020. Market participants need to continue with their preparations and their engagement with regulators. Regulators and politicians will ultimately determine how the creation of a dual regulatory regime across the EU and the UK will impact the securitisation markets beyond 2020.

UK Pension Schemes Act 2021: new criminal offence in force: lenders take note

This In Practice article considers the new criminal offence introduced by the Pension Schemes Act 2021 in relation to defined benefit (DB) pension schemes, which came into force on 1 October 2021, in terms of what it means for lenders and transactions, as well as how it fits into the wider DB pensions framework.

The EU’s AML blacklist and SSPEs

Although still in the “scrutiny” period at the time of writing, EU legislation to add the Cayman Islands (and other jurisdictions) to its list of high risk third countries for anti-money laundering and counter terrorist financing is giving pause for thought and is likely to come into effect shortly after the time of publication. There are potential implications for financial transactions – especially securitisations using Cayman Island SPVs.

Economic Crime (Transparency and Enforcement) Act 2022: sanctions update

There have long been calls for reform of the existing economic crime regime in the UK. Recent events in Ukraine have pushed this to the fore. As part of the UK government’s response, the Economic Crime (Transparency and Enforcement) Act 2022 (the Act) was fast-tracked through Parliament and received Royal Assent on 15 March 2022. The Act has a number of significant implications in relation to the UK sanctions regime, which we outline below.

Practical implications of USD LIBOR panel cessation for “tough legacy” contracts: a brief refresher

LIBOR cessation and contract continuity may seem like “old news”. After all, most LIBOR rates ceased almost 18 months ago – and the last of the “synthetic” rates created for certain Sterling and Japanese Yen tenors will shortly expire. Nonetheless, the impending cessation of the final USD LIBOR panel rates on 30 June 2023 means that questions on legal implications are once again coming to the fore – especially given the FCA’s announced intention to create a time-limited synthetic USD LIBOR rate. This piece provides a brief Q&A refresher.

Implementing the UK Wholesale Markets Review

This snapshot indicates how reforms proposed under the UK Wholesale Markets Review (WMR) will be implemented and also compares proposals with EU measures.

European commercial real estate CLOs: some thoughts on a developing asset class - March 2023

CRE CLOs are likely to be a valuable alternative source of capital to debt fund and other alternative CRE lenders, and there are many more of these lenders around than there used to be.¹ They will appeal to both types, both those who originate smaller loans using warehouse lines and those who write bigger CRE loans with back leverage, ie a repo, TRS (Total Return Swap) or loan-on-loan. In each case the CRE CLO offers a term take out option.

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