Key parties in debt capital markets

This overview is a guide to the Banking & Finance content within the Key parties in debt capital markets transactions subtopic, with links to relevant materials.

Lead Manager

The lead manager has a pivotal role in the issuance of the debt into the market and will be expected to take the lead on every aspect of the transaction. The issuer will need initially to be advised as to the viability of an issue. There may be little appetite in the market for the proposed issuance or the likely pricing of such an issuance may be too high—these will be matters on which the lead manager can advise. The decision as to whether or not to proceed with the issuance will be coloured by the lead manager’s view. In large standalone issues, there will typically be more than one lead manager (commonly referred to as the joint lead managers). If the duties and distribution of the issue are to be further shared, then co-managers may be involved (see Co-managers).

Issuer

The issuer is the entity wishing to raise finance in the debt capital markets,

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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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