EU and UK regulatory issues—structured products and securitisation

This overview is a guide to the Banking & Finance content within the EU and UK regulatory issues—structured products and securitisations subtopic, with links to appropriate materials.

A structured product is a hybrid investment product, which may be more or less complex, containing a combination of two or more disparate elements, for example debt securities and derivatives (swaps, futures and options).

For each element of a structured product, consideration should be given to the regulatory requirements which apply generally to stand alone transactions of that type. In addition, there are regulatory requirements which have specific relevance to structured products.

The principal regulations that have specific relevance to structured products and securitisations in the EU and UK are set out below.

For high level guidance on EU and UK regulation of structured products and securitisation, see Practice Note: EU and UK regulation of structured products and securitisation—one minute guide.

In addition:

  1. for all structured products that involve debt securities, see Practice Note: EU and UK regulation of the debt capital markets—one minute guide

  2. for all structured products that involve a derivative,

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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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