McKnight and Zakrzewski on the Law of Loan Agreements and Syndicated Lending


Book Description

This book provides an accessible introduction to the law and practice relating to English law governed loan agreements and to legal issues surrounding syndicated lending. It opens with an overview setting out the key concepts and principles of contract law that are important for understanding commercial lending transactions. There follows a chapter on loan facility agreements which explores the usual contents of such agreements, and the relevant law. The chapter on syndicated lending analyses the relationships between the lenders, the arrangers and the agent, and explores the legal risks that may arise and the way in which they are conventionally addressed. The final chapter examines the legal issues regarding transfers of participations in loans.




McKnight, Paterson, and Zakrzewski on the Law of International Finance


Book Description

This acclaimed and comprehensive work analyses the legal issues involved in international finance transactions operating under English law. The second edition thoroughly updates the book to take account of major developments in regulation, practice, and case law since the first edition published in 2008. The most notable development in the intervening period has been the global financial crisis of 2008-9, whose effects have profoundly changed the nature of international finance, and the new edition has been updated by a team of expert editors and contributors to reflect the post-crisis legal framework of international transactions. The new edition covers the many significant changes to Bank Regulation which have occurred since 2008. Major developments in conflicts of laws and cross-border insolvency are addressed, including the consequences of the decision in Rubin v Eurofinance. This edition also takes account of major litigation in the sovereign debt field, significant developments in the loan markets, and recent challenges with the provision of legal opinions, including the increasing need to provide opinions in cross-border transactions. Developments in financing structures in the aftermath of the financial crisis are examined. Significant litigation in the derivatives field (partly as a response to the collapse of Lehman Brothers Holdings Inc.) and amendments proposed by the International Swaps and Derivatives Association are also addressed. There is also coverage of further work on secured transactions following the Law Commission's and the City of London Law Society's Working Party's proposals. Providing detailed transaction-led analysis of all aspects of international finance practice, this work is a must-have reference source for all practitioners and academics working in the field.




Corporate Debt Restructuring in Emerging Markets


Book Description

Corporate debt restructurings in the emerging markets have always presented special challenges. Today, as the global economy emerges from the COVID-19 pandemic and businesses look to pick up the pieces, this is even more true. For many, the financial hangover of the lockdowns and market disruptions linger and threaten their independence, even their survival. This peril is more acute in the emerging and frontier markets. Weaker economic fundamentals and institutional resiliency often intensify the challenge to return to pre-COVID-19 operating levels and financial sustainability. In this context, borrowers invariably must address the imbalance of substantial existing debt with the “new reality” of their business operations and revenues. This book, using case studies, presents a full, detailed narrative of a fictitious troubled bank in an emerging market, with characters, dialogues, and negotiations. It also includes a series of discussion questions with suggested answers, to draw out key issues from the case. In doing so, this initial narrative offers a substantive analysis of the five main phases and principles of a restructuring: (1) pre-restructuring, (2) the decision to restructure, (3) the case set-up, (4) structuring and negotiation, and lastly (5) implementation. In each chapter, the book outlines the main elements of the phases and shows how the elements are applied in practice. The book also presents separate chapters on exogenous shocks (with a focus on the COVID-19 pandemic as an example of such shocks), macroeconomics, and legal issues present in cross-border restructurings. It will be of interest to the international professional financial and legal community, primarily junior-to mid-level financiers, business people, and lawyers.




The Handbook of International Loan Documentation


Book Description

This new edition provides a highly practical and comprehensive resource for bankers and lawyers, at all levels of experience, involved in international lending. The author covers the terms of international loan documentation with comprehensive explanations of the purpose of the provisions, and of areas that may require negotiation.




The Law of International Finance


Book Description

This new major practitioner text provides an analysis of the legal issues that arise in, and the commercial and regulatory background of, international financing transactions. The work opens with an overview of the various methods of raising international finance set in the context of the legal and regulatory issues. The author covers ways in which a creditor may be protected against default considering security, quasi-security and guarantees. There is also a discussion of the content and structure of a loan agreement, examining each part of such an agreement in the context of the relevant legal principles. A chapter on syndicated lending follows the discussion of the loan agreement, setting out important theoretical and legal issues relevant to cases involving multi-bank financing. A substantial section of the work is given to an explanation of the conflicts of laws issues which may arise in an international transaction. In this section important aspects such as dispute resolution and sovereign/state immunity are covered in detail. The work concludes with guidance on matters relevant to specific areas of finance such as projects, derivatives and bonds and, finally, a discussion of the purpose and methods of loan transfers and securitization.




Corporate Borrowing


Book Description

The law of borrowings embraces many different areas of law: contract, company law, trusts, security, insolvency, tax, financial services and regulation. Corporate Borrowing: Law and Practice brings together all of these elements in a practical and concise single volume. It defines the most effective ways of raising debt finance- from bank loan agreements to MTN programmes- and examines the specific legal problems of security and prospectus requirements under the Prospectus Directive. It examines the issues relating to the various types of trustees, attracting lenders and the statutory provisions regarding invitational material, and the tax implications of borrowings by companies.




Company Law


Book Description

This book advances a real entity theory of company law, in which the company is a legal entity which acts autonomously in law, and company law establishes procedures facilitating autonomous organisational decision-making. The theory builds on the insight that organisations or firms are a social phenomenon outside of the law and that these are autonomous actors in their own right. They are more than the sum of the contributions of their participants and they act independently of the views and interests of their participants. This occurs because human beings change their behaviour when they act as members of a group or an organisation; in a group we tend to develop and conform to a shared standard, and when we act in organisations habits, routines, processes, and procedures form and a culture emerges. These take on a life of their own affecting the behaviour of the participants. Participants can affect organisational behaviour but this takes time and effort. Company law finds this phenomenon and supplies it with a structure supporting autonomous action by organisations. The real entity theory advanced in this book explains company law as it stands at a positive level. Legal personality overcomes the problems that organisations are social rather than brute facts and that there is no unique physical manifestation permanently associated with an organisation. The corporate constitution is not a contract - it is best characterised as an instrument adopted on a statutory basis through private action. Shareholders cannot limit the capacity of companies or the authority of the board to bind the company in contract and companies are liable in tort and crime. The statute creates roles for shareholders, directors, a company secretary, and auditors and so facilitates a process leading to organisational action. The law also integrates the interests of creditors and stakeholders.




Comparative Contract Law


Book Description

Bringing together leading commercial and contract law scholars from the United Kingdom and United States, Comparative Contract Law: British and American Perspectives offers an insightful and comprehensive assessment of the commonalities and divergences in the contract law of these two jurisdictions. Approaching the subject area from a variety of perspectives - doctrinal analysis, behavioral analysis, law and economics, and theoretical - the book examines familiar areas of contract law as practiced in the UK and US. Topics include contract theory and structure; contract formation and defects of consent; policing contracts and the duty of good faith; contract interpretation; damages; speciality contracts; and legal reform. The volume provides a thorough assessment of the current state of commercial contract law in the UK and US, and addresses the strengths and weaknesses of the national and European approaches to many issues of contract law. In particular it focuses on how commercial contract law should be improved, and whether harmonization of the different contract law regimes is a suitable, and appropriate, solution.




The LSTA's Complete Credit Agreement Guide, Second Edition


Book Description

The definitive guide for navigating today’s credit agreements Today’s syndicated loan market and underlying credit agreements are far more complex than ever. Since the global financial crisis, the art of corporate loan syndications, loan trading, and investing in this asset class have changed dramatically. Lenders are more diverse, borrowers more demanding, and regulations more stringent. Consequently, the credit agreement has evolved, incorporating many new provisions and a host of revisions to existing ones. The LSTA’s Complete Credit Agreement Guide brings you up to speed on today’s credit agreements and helps you navigate these complex instruments. This comprehensive guide has been fully updated to address seven years of major change—which has all but transformed the loan market as we knew it. It provides everything you need to address these new developments, including what to look for in large sponsor-driven deals, the rise of “covenant lite” agreements for corporate borrowers seeking fewer covenant restrictions, Yankee Loans, other products resulting from globalization, and other product developments driven by the diversification of the investor class. You’ll benefit from the authors’ in-depth coverage of all the nuances of today's credit agreements, as well as their tips on how to protect your loan, manage defaults, and navigate cross-border deals. This reliable guide covers: o Commitments, Loans, and Letters of Credit o Interest and Fees o Amortization and Maturity o Conditions Precedent o Representations o Covenants o Guarantees and Security o Defaults and Enforcement o Interlender, Voting, and Agency issues o Defaulting Lenders o Assignments, Participations, and Disqualified Lender ListsBorrower Rights o Regulatory Developments Structuring and managing credit agreements has always been a difficult process – but now it’s more complicated than ever. Whether you work for a company that borrows money in the syndicated loan market or for a bank, a hedge fund, pension fund, insurance company, or other financial institution, the LSTA’s Complete Credit Agreement Guide puts you ahead of the curve of today’s credit landscape.




International Project Finance


Book Description

Providing a wide focus on financial techniques and sector coverage on an international scale, this book gives a thorough treatment of the basic principles which affect the structuring and documentation of project financings. It studies structural, legal and contractual differences between the different sectors using project financing techniques.