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Category Archives: Finance and Capital Markets

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Coining it in: ICOs as the New Fundraising Paradigm?

By Andrew Moyle, Wenchi Hu, Simon Hawkins and Stuart Davis Initial Coin Offerings (ICOs) involve issuers offering virtual coins or tokens that are created and disseminated using distributed ledger or blockchain technology. The capital raised from the offer will fund the development of a digital platform, software, or any other project. Holders of virtual coins or … Continue Reading

Proposed FCA Rules Extend Warmer Welcome to Sovereign-Controlled Companies

By James Inness and Sean Meehan On 13 July 2017, the Financial Conduct Authority (FCA) proposed a relaxation of certain aspects of the premium listing segment for sovereign-controlled companies. The proposed new rules will create a new premium listing category pursuant to which: Related party rules will be modified so that the sovereign controlling shareholder will … Continue Reading

Bank of England Opens Up Access to Payment Schemes for FinTech Firms

By Andrew Moyle, Stuart Davis, Fiona Maclean, Christian McDermott and Charlotte Collins The Bank of England (BoE) announced on 19 July 2017 that it is extending direct access to its real-time gross settlement (RTGS) service to non-bank payment service providers (i.e., e-money institutions and payment service providers that do not have regulatory permissions to carry … Continue Reading

A New European Standard for “Green Finance”

By Paul Davies and Michael Green The High Level Expert Group on sustainable finance  (the Group), which the European Commission (the EC) established, published its interim report on 13 July 2017. The report sets out the key steps required to create a financial system that supports sustainable investment, as well as identifying areas for financial … Continue Reading

Recent case law update: Treatment of Trust Assets — Akers (and others) v. Samba Financial Group (2017)

By JP Sweny, Matthew Brown and Rachel Croft The English Supreme Court has delivered a ruling that provides helpful guidance on the enforceability of trusts in respect of assets located in foreign jurisdictions that do not recognise trusts. The ruling also highlights potential issues in holding foreign assets on trust, particularly when the trustee transfers … Continue Reading

What Will the New EU Prospectus Regulation Mean for Issuers?

By James Inness A new prospectus regulation (Regulation (EU) 2017/1129) (the Regulation) will come into direct effect on 20 July 2017, with a small number of provisions applying immediately and the remainder applying from 21 July 2019. The changes under the Regulation will likely be relevant to issuers both before and after Brexit. Which Provisions … Continue Reading

Will TCFD Final Recommendations Change the Landscape of Climate-related Financial Disclosure?

By Paul Davies and Michael Green On 29 June 2017, the Task Force on Climate-related Financial Disclosure (TCFD) published its final recommendations. The TCFD set out information that companies should disclose to enable investors, lenders, and insurance underwriters to better understand how companies oversee and manage climate-related financial risk. Ultimately, the aim is to strike … Continue Reading

Penalty Clauses in Project Finance Transactions

By JP Sweny, Matthew Brown and Rachel Croft A number of recent English court decisions have recast the test for determining when a contractual provision may be unenforceable under English law as a “penalty clause”. The rule against penalty clauses is particularly important in project finance transactions, which typically involve a complex set of commercial … Continue Reading

French Export Credit Agency Changes

By  JP Sweny, Matthew Brown and Rachel Croft The Transfer from Coface to Bpifrance After seven decades as France’s export credit agency (ECA), on 31 December 2016, Compagnie Française d’Assurance pour le Commerce Extérieur (Coface) transferred its State export credit guarantee activities to Bpifrance Assurance Export S.A.S. (Bpifrance A.E.). Bpifrance A.E., a subsidiary of the … Continue Reading

FCA Regulatory Sandbox Update: Successes in Round One, Application Window for Round Three Open

By Stuart Davis, Andrew Moyle, Fiona Maclean, Christian McDermott and Charlotte Collins The Financial Conduct Authority (FCA) has provided an update on its regulatory sandbox initiative. The sandbox is part of Project Innovate, and allows businesses (whether already authorised or not) to test new offerings in the market under close supervision and without many of the … Continue Reading

Italy Approves Regulatory Provisions Implementing Market Abuse Regulation (MAR)

By Isabella Porchia The Italian Securities Commission (CONSOB) has published Resolution no. 19925/2017 setting out the amendments to CONSOB regulation on issuers, markets and related parties transactions  which are necessary to implement in Italy at regulatory level the Market Abuse Regulation no. 596/2014 (MAR) and delegated acts in force since July 3, 2016. The new … Continue Reading

U.S.-Style Leveraged Lending Guidance Comes to Europe

By Alan Avery, Christopher Kandel, Markus Krüger and Axel Schiemann On 23 November 2016, the European Central Bank (ECB) published its draft guidance to banks on leveraged lending, launching a public consultation period that runs until 27 January 2017. The draft guidance is very similar to leveraged lending guidance issued by the US federal banking agencies in … Continue Reading

World Bank Negative Pledge and Project Financings

By Utku Kirklar One of the main functions of the World Bank, a financial institution mandated with fostering the reconstruction and development of sovereign nations after the Second World War, is to extend loans to the governments (and government-owned entities) of such sovereign nations. Acting through the International Bank for Reconstruction and Development (IBRD) and … Continue Reading

The Rise of Sovereign Credit Rating Downgrades

By Rachel Croft What is a sovereign credit rating and why is it important? A sovereign credit rating is a country’s credit rating as determined by credit rating agencies at the request of that particular country. Credit rating agencies consider a number of factors when determining a country’s credit rating, including such country’s economic and … Continue Reading

Changes to Italian Banking Law Promotes Creditor-Friendly Bankruptcy and Restructuring

By Andrea Novarese, Marcello Bragliani, Antonio Distefano and Davide Rallo The so called “Banks Decree” Decree (Law Decree no. 59/2016, hereinafter the “Decree”), published on the Official Gazette and converted into Law no. 199/2016, has recently entered into force. The main purpose of the Decree is to grant a partial reimbursement to investors of few local … Continue Reading

‘Fit for 50’ – Restructurings Likely as Oil Industry Enters New Normal

By Simon Tysoe Prior to the recent collapse in oil values, prices existed at over $100 a barrel for over three years. It made the economics of oil exploration, production and sale comparatively straightforward, but embedded costs into the industry. More recently, a dip in demand and Saudi Arabia’s decision to maintain its production levels … Continue Reading

Greater Choice in Liability Management and Bond Restructurings

By John Houghton and David Stewart Liability management exercises (LMEs) are increasing in the bond and capital market and are often used in relatively benign situations. They are certainly not always a precursor to a full-scale restructuring or insolvency. The increasing sophistication and flexibility of the European market means that companies have a number of … Continue Reading

Spain’s Improved Insolvency Regime Gains Momentum

By Ignacio Pallares Recent piece-meal amendments to the Spanish Insolvency Act 2003 seem to have cumulated into a restructuring solution that is starting to be considered predictable, quick and fair, especially when compared to the pre-amendment system. With its new restructuring approach, which shares many of the same characteristics as an English Scheme of Arrangement, … Continue Reading

A New Wave of CIS Restructurings Poses Unique Challenges

By Ragnar Johannesen While the CIS nations have recently provided a multitude of sizeable restructuring cases, the region’s dominant force, Russia, has stood up reasonably well to lengthy economic decline, economic sanctions and the collapse of oil and gas prices. There are now signs however, that its complex troubles are pushing certain companies towards a … Continue Reading

European Restructuring Landscape Improves with Multiple Reforms

By Herve Diogo Amengual, Frank Grell, Helena Potts and Andrea Novarese In light of the UK’s cram down and director-friendly processes, in particular its scheme of arrangement model, major European economies such as France, Germany and Italy have worked hard to develop regimes that give greater emphasis to pre-insolvency alternatives. These new regimes create cram down … Continue Reading

Increasing Access to Equity Financing for Emerging Companies

By James Inness Emerging companies remain under-represented on Europe’s capital markets despite the introduction of measures to make equity financing more accessible. This was the overarching takeaway from a recent one-day summit at which Latham convened with regulators, stock exchanges, financial institutions, corporates and advisors to discuss progress to date in relation to the European Commission’s Capital … Continue Reading

Turkey: Amendments to PPP legislation on way

By Utku Kirklar The Republic of Turkey has been undergoing a largescale reform in the healthcare sector in the past decade, spearheaded by the Ministry of Health under its Health Transformation Program which was launched in 2003. The EUR 20 billion investment pipeline for construction of around 40 “integrated healthcare campus projects” through public private … Continue Reading

The Liquidity Crunch Spurs Creative PE Deal Financing in the US

By Manu Gayatrinath and Katherine Putnam Since the 2008 financial crisis, the US Federal Reserve and other central banks in Europe have pumped trillions of dollars into the financial markets. Notwithstanding the amounts injected, a liquidity crunch in 2016 is unavoidable and could have a significant impact on available financing for PE sponsors. Several regulatory … Continue Reading

China Gives Green Light for Green Bonds

By Paul Davies and Andrew Westgate China has launched a green bond pilot initiative via the Shanghai Stock Exchange, encouraging further foreign investment in a rapidly growing asset class and paving the way for issuances by non-financial institutions. This initiative closely follows the publication of green bond guidelines in December 2015 by the National Association … Continue Reading
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