Debt capital markets and securities finance—cross border guides

This overview is a guide to the Banking & Finance content within the Debt capital markets and securities finance—cross border guides subtopic, with links to appropriate materials.

The following guides provide useful background information on debt capital markets and securities finance. Each guide is presented in a Q&A format and contains an overview of recent trends and updates in the relevant field or sector within different local markets.

Debt capital markets

  1. types of debt securities offerings

  2. general regime for debt securities offerings

  3. filing requirements for public offerings of debt securities

  4. whether an issuer must produce a prospectus or similar for public offerings of debt securities

  5. drafting process for the offering document

  6. key documents governing the terms and conditions of the debt securities

  7. whether public offerings of debt securities are subject to review and authorisation

  8. the grounds on which the regulators may refuse to approve a public offering of securities

  9. how the rules differ for public and private offerings of debt securities

  10. what the public offering process

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High Court clarifies position of sole directors under Model Articles and the interaction between UK sanctions regulations and in-court appointment of administrators (Re KRF Services (UK) Ltd and others)

Restructuring & Insolvency analysis: This High Court case (which addresses two important issues in UK company law and sanctions regulations) will be of interest to insolvency practitioners, corporate and restructuring lawyers, sanctions lawyers, and businesses and individuals which are affected by sanctions. Firstly, it clarifies the position of sole directors under the Model Articles for private limited companies. The court ruled that a sole director can validly pass board resolutions and bind the company, regardless of whether they have always been the sole director or were previously part of a multi-member board. This interpretation resolves conflicts between Article 7(2) and Article 11(2) of the Model Articles, with the court favouring Article 7(2)'s provisions. Secondly, the case examines the interaction between UK sanctions regulations and the in-court appointment of administrators. The court determined that making an administration application and order does not breach asset-freezing sanctions, even when the company is designated or controlled by a sanctioned person. While an Office of Financial Sanctions Implementation (OFSI) license is typically required for administrators to act, the court retains discretion to make immediate appointments in urgent situations. Written by Joshua Ray and Duncan Henderson, partners at CANDEY, which acted for the First and Second Applicants on this matter.

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