The new EU Prospectus Regulation (EU/2017/1129) (the “PR”) entered into full force and effect on 21 July 2019 across EU Member States. It replaces, in its entirety, the Prospectus Directive (the “PD”) regime and therefore represents the most significant overhaul of European securities law since the PD came into force in 2005. A number of the … Read more
The High Court has recently considered the contractual interpretation of documentation in a collateralised loan obligation (“CLO“) transaction: Deutsche Trustee Company Ltd v Duchess VI CLO B.V. & Ors [2019] EWHC 778 (Ch). Applying established principles of contractual interpretation, the court held that an incentive fee was not payable to the collateral manager of the CLO, following the … Read more
Herbert Smith Freehills has today released the third in our series of webinars on class actions in England and Wales, looking at shareholder class actions. In the presentation Simon Clarke, Harry Edwards and Kirsten Massey discuss the outlook for shareholder group actions in England and Wales, the types of claims (eg under sections 90 and 90A FSMA) and remedies likely … Read more
In a recent decision, the High Court has ordered that documents provided to Tesco plc (“Tesco“) by the SFO for the purpose of negotiating a deferred prosecution agreement (“DPA“) must be disclosed by Tesco in the separate civil action relating to the same subject matter, brought by its shareholders under s.90A of the Financial Services … Read more
In Part 8 proceedings brought by the trustee of certain unsecured notes, the High Court has refused to exercise its discretion to grant declarations as to the amounts due and payable by the issuer of the notes: The Bank of New York Mellon, London Branch v Essar Steel India Ltd [2018] EWHC 3177 (Ch). The court reached … Read more
Golden Belt 1 Sukuk Company BSC(c) v BNP Paribas [2017] EWHC 3182 (Comm) In a decision which will cause concern to many who work in capital markets, the High Court has found that a bank arranging a publicly listed issue of debt securities owed a tortious duty of care to investors and that it breached that … Read more
The Financial List in the English High Court has considered the preliminary issue of the validity and enforceability of an agreement governed by English law, which formed part of a complex financial transaction partly governed by UAE law and the principles of Islamic Sharia: Dana Gas PJSC v Dana Gas Sukuk Ltd & Ors[2017] EWHC 2928 … Read more
The Court of Appeal has confirmed that an investor holding a beneficial interest in immobilised notes has no direct claim against the issuer of those notes for breach of contract (unless expressly provided by contract): Secure Capital SA v Credit Suisse AG [2017] EWCA Civ 1486. This case will be of comfort to issuers as the Court … Read more
