Lexis®PSL Banking & Finance relaunches its debt capital markets topic

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LexisPSL Banking & Finance has relaunched its debt capital markets topic following an extensive review by our LexisPSL Banking & Finance team and contributing authors from our UK and international network, as well as with assistance from experts on our Consulting Editorial Board. Highlights of the relaunch include 27 new and updated Practice Notes, four new subtopics, new US material, detailed news analysis and further current awareness monitoring, along with additional content from key texts such as Fuller: The Law & Practice of International Capital Markets and the Encyclopaedia of Banking Law.

Practice Notes

The following Practice Notes have been reviewed and updated with links to articles, news analysis, and other useful Practice Notes and websites:

  • Introduction to the debt capital markets
  • Debt capital market finance versus loan finance
  • Types of debt securities
  • Commercial paper and euro-commercial paper
  • Asset-backed commercial paper and associated structures
  • Form of debt securities—global securities
  • Form of debt securities—definitive securities
  • Parties in an issue of debt securities
  • Role of a bond trustee
  • Role of a fiscal agent
  • Bond trustees and bondholder meetings
  • Enforcement of debt securities
  • Issuing debt securities—key documentation
  • Terms and conditions of debt securities
  • Representations and warranties in debt capital markets transactions
  • Covenants in debt capital markets transactions
  • Events of default in debt capital markets transactions
  • Conditions precedent in debt capital markets transactions
  • Debt securities and legal opinions
  • Debt securities payment mechanics
  • Debt securities payment provisions
  • Selling restrictions
  • Listing debt securities in London
  • Listing debt securities on the Luxembourg Stock Exchange
  • Listing debt securities on the Irish Stock Exchange
  • Rating agencies and credit ratings
  • Documentary rating agency criteria

The subtopics have also been reorganised to make it easier to find the materials. The following new subtopics have also been added:

  • selling restrictions
  • clearing and settlement
  • US securities laws and regulation, and
  • Islamic finance—sukuk

We are also commissioning new Practice Notes in conjunction with our colleagues in the LexisPSL Corporate and LexisPSL Financial Services teams, as well as our contributing authors.

News analysis

We now have a number of legal updates and detailed news analysis on debt capital markets and structured finance topics. The team monitors a number of websites, journals and case reports to keep track of recent developments for debt capital markets lawyers and for those new to the topic. Here are some examples of recent news analysis from 2014 and 2015:

  • EBA issues positive opinion on securitisation ‘skin in the game’ rules—Fraser Wood, solicitor in the LexisPSL Banking & Finance team, looks at the European Banking Authority's opinion
  • Contractual interpretation in recent capital markets cases—following a raft of capital markets cases in 2014, Matthew Waudby, Harriet Jones-Fenleigh and Adam Sanitt from Norton Rose Fulbright, discuss some of these cases which feature issues of contractual interpretation
  • Sukuk reaches western markets—Neil Miller, Linklaters’ global head of Islamic finance, who advised the UK government on the western world’s Shariah-compliant bond issuance, discusses the offering and the growth of Islamic finance in the west
  • Central banks’ joint efforts for a stronger European securitisation market: how effective are they? (2014) 7 JIBFL 471
  • Sovereign RMB bonds—the shape of things to come? Andrew Bliss, partner at King & Wood Mallesons, considers what the UK’s issuance means for the future of the RMB in the international capital markets
  • What do Scotland’s new powers to issue bonds mean in practice? Jonathan Walsh, partner and global head of securitisation at Baker & McKenzie, points out that issuing a devolved administration with the power to grant bonds is a significant decision, but its very novelty may bring drawbacks in terms of investor interest, especially when coupled with Scotland’s unpredictable future
  • Appointment and removal of a special servicer in a CMBS transaction—in a securitisation case on the interpretation of a servicing agreement in a commercial mortgage-backed securities (CMBS) transaction, the court was asked which party would have the right to require termination of the appointment of the special servicer and the appointment of a successor and looked at the interpretation of the contractual documentation rather than the terms of the offering circular
  • How will CMBS transactions affect professional negligence claims? James Walton, partner at Rosling King, comments on a case which he says will impact upon other professional negligence claims being brought by issuers of CMBS
  • Handle with care—new ICMA GMRA opinions—Guy Davison, head of derivatives & structured finance at Field Fisher Waterhouse explains how the extension of the jurisdictional and entity type coverage of the latest International Capital and Markets Association legal opinions assists regulated entities

2015 and beyond

Cross border

LexisPSL Banking & Finance has access to Getting the Deal Through guides which are online guides each covering a number of different jurisdictions on:

  • Getting the Deal Through: Debt capital markets—cross border
  • Getting the Deal Through: Securities finance—cross border

You can access these through: LexisPSL Banking & Finance > View Topics > Debt capital markets > Cross Border guides.

US materials

Materials dealing with US matters relating to debt issuances are available under the new subtopic: Debt capital markets>US securities laws and regulation. These Practice Notes have been incorporated from Lexis Advance and mainly look at Rule 144A and Regulation S under the US Securities Act 1933. These include:

  • Understanding the requirements of Rule 144A and Regulation S
  • Drafting an offering memorandum for a Rule 144A /Regulation S securities offering
  • Conducting due diligence in a Rule 144A/Regulation S offering of debt securities
  • Identifying the parties involved in a Rule 144A/Regulation S debt offering and their roles, and
  • Covenants—high yield v investment grade

Monitoring

We continue to monitor useful cases, websites and legislation in the LexisPSL Banking & Finance team and with the assistance of our current awareness team. We will continue to commission comment and analysis on developments in debt capital markets law and practice from legal practitioners and academics. If you would be interested in writing an article, news analysis or being interviewed on an interesting development, please contact any member of the LexisPSL Banking & Finance team.

More materials and new topics

We continually work with authors and lawyers in practice as well as our consulting editorial board to enhance the debt capital markets topic. We have a number of Practice Notes and some precedents in the pipeline.

We are also proposing to introduce the following new content for the Banking & Finance site:

  • a new topic on structured products
  • a new topic on regulation for finance lawyers, and
  • a regulation toolkit aimed at banking and finance lawyers who have to deal with regulation

To see the new look debt capital markets topic please click here > View Topics > Debt capital markets and choose the subtopics which interest you.

We also have three articles per month in LexisPSL Banking & Finance from the Journal of international Banking and Financial law. The full text of the journal, which also covers debt capital markets, and several useful journals and textbooks and including Fuller: The Law & Practice of International Capital Markets are available online through LexisLibrary.

Contributing authors

The following contributing authors have assisted with writing and reviewing the Practice Notes during our recent review of the debt capital markets subtopic:

  • Peter Allen, co-head of the international capital markets group at Freshfields in London
  • Helen Berrill, director of Arthur Cox Listing Services, Dublin, Ireland
  • Jad Nader, counsel with Nauta Dutilh, Luxembourg, focussing on sophisticated international financial techniques
  • Danny Tricot, head of the European corporate finance team at Skadden, Arps, Slate, Maegher & Flom in London
  • Rebecca Bishop, debt capital markets lawyer and independent contributor
  • Jane Mayfield, solicitor in the LexisPSL Corporate team and Cheryl Jones, solicitor in the LexisPSL Financial Services team
  • Jacqueline Cook and Emma Millington, solicitors in the LexisPSL Banking & Finance team

A full list of authors and firms assisting with and writing for LexisPSL Banking & Finance, together with details of our Consulting Editorial Board, can be found here: Meet the Banking & Finance team. If you or your firm would be interested in contributing to this topic or any of other LexisPSL Banking & Finance topics, please contact us here.

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