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Category Archives: Finance and Capital Markets

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Increased Flex Amid Record Liquidity in European Leveraged Loans Requires Careful Navigation by PE Firms

By Chris Kandel The European leveraged loan market is going from strength to strength, with a continuing surplus of available credit compared to deal requirements, resulting in very borrower-favourable terms. However, we are seeing signs of a two-tier market emerging, with strong demand and pricing reductions for deals perceived as stronger credits, alongside an increase … Continue Reading

Payments Innovation and Competition in Retail Banking Services Stay High on FCA Agenda for 2018

By Stuart Davis and Brett Carr Driven by payments innovation and new regulation, 2018 is cited as the year for some of the most significant changes retail banking has seen. At the Westminster Business Forum for Digital Payments, Adoption, Innovation and Policy Priorities, Graeme McLean (Head of Banking, Lending & Distribution at the FCA) appraised … Continue Reading

UK Budgets for Fintech Growth

By Andrew Moyle and Stuart Davis The UK government’s 2017 Autumn Budget included some measures of particular interest for fintech firms, demonstrating the government’s continued commitment to making the UK a world-leading fintech hub. The government has provided only scant detail on these measures at present, but no doubt firms will be watching closely to … Continue Reading

ESMA Provides Further Clarity on Initial Coin Offerings in Europe

By James Inness and Stuart Davis Following our 7 November 2017 blog “Europe as a Hub for Initial Coin Offerings”, the European Securities and Markets Authority (ESMA) has published two statements on Initial Coin Offerings (ICOs). The statements underline ESMA’s interest in ICOs as a means to raise capital for enterprises, particularly given their rapid … Continue Reading

ECB Announces Support for Fintech Bank Applicants

By Andrew Moyle, Stuart Davis, and Charlotte Collins On 15 November 2017, the European Central Bank (ECB) published a newsletter containing an article on how the ECB is dealing with the increasing number of fintech bank applications. The ECB is the banking supervisor, alongside national regulators, for all “significant” banks authorised in Eurozone countries. As … Continue Reading

Europe as a Hub for Initial Coin Offerings?

By James Inness and Stuart Davis Initial coin offerings (ICOs) involve issuers offering virtual coins or tokens that are created and disseminated using blockchain or distributed ledger technology. Virtual coins resemble cash in a number of ways but may also afford holders additional rights, such as the ability to access the platform or software, or participate … Continue Reading

Green Bonds Offer a Solution for China’s Green Finance Challenges

By Paul Davies, Bridget Reineking, and Andrew Westgate Since establishing the People’s Bank of China’s Green Finance Task Force in 2014, China has encouraged green financing mechanisms through a variety of pioneering initiatives. For example, the country has designated five green finance pilot zones, within which financial institutions are incentivised to provide credit and special … Continue Reading

Distributed Ledger Technology in the Financial Market Infrastructure

By Andrew Moyle and Stuart Davis The Project Stella report, a European Central Bank (ECB) and Bank of Japan (BOJ) joint venture, details the applicability of distributed ledger technology for financial market infrastructure. During a one-month research project, the central banks tested whether distributed ledger technology (DLT) could sustain the liquidity saving mechanisms — a … Continue Reading

Italy Issues New Rules on Hostile Foreign Takeovers and Golden Powers

By Antonio Coletti, Stefano Sciolla, and Isabella Porchia The Italian Council of Ministers has approved law decree no. 148 (the Decree), extending the disclosure requirements on stakebuilding in Italian listed companies and the Italian government’s so-called “golden powers”. The government may exercise these powers — veto or special conditions — in connection with extraordinary transactions … Continue Reading

New Handbooks Will Clarify Market Abuse Regulation Policies in Italy

By Isabella Porchia The Italian Securities Commission (CONSOB) has approved two handbooks, “Management of Inside Information” and “Investment Recommendations,” which offer guidelines under Market Abuse Regulation no. 596/2014 (MAR) and delegated acts. These publications have implications for a range of market participants, including companies with listed equity and debt securities on both Italian regulated markets … Continue Reading

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, Michael Green and Ei Nge Htut 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 … 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, Michael Green and Ei Nge Htut 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 … 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
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