In an important recent decision the Commercial Court confirmed the availability of specific performance of a shareholder’s rights under shareholder agreements as a means to dodge the difficulties created for shareholders by the principle of ‘reflective loss’. Background Facts Oceanic Trans Shipping Est was one of three shareholders in two joint venture companies, who owned … Continue Reading
Background As mentioned in our blog posted on 20 September 2016, MasterCard was facing one of the UK’s first class-action lawsuits, following the introduction of collective proceedings under the Consumer Rights Act 2015. This allows for collective proceedings to be brought in the Competition Appeal Tribunal (“CAT”) on an opt-out basis, by representatives of consumers … Continue Reading
Background Our previous blog piece (20 September 2016) described how, in 2007, the EU found that MasterCard’s Multilateral Interchange Fees (“MIFs“) were unfairly high. This decision was applicable to cross-border transactions using MasterCard and Maestro cards in the European Economic Area (“EEA“). The finding was that Mastercard’s MIF breached Article 101 of the Treaty on the … Continue Reading
(This article was first published on Lexis®PSL Banking & Finance. Click for a free trial of Lexis®PSL) What was the appeal about? Credit Suisse Asset Management (“CSAM”) was the originator of Titan 2006-1, a commercial mortgage backed securitization (“CMBS”). The Titan 2006-1 SPV (“Titan”) issued eight tranches of bonds (A to H) for a total of EUR 723 million. It used the proceeds to … Continue Reading
The Yorkshire Post has reported that Andrew Bailey, CEO of the Financial Conduct Authority, is working with Parliament to develop an adequate and independent complaint resolution for SMEs who believe that they have been badly advised or “mis-sold” a product by a financial institution. Mr Bailey notes that the Financial Ombudsman Service (“FOS”) exists predominantly … Continue Reading
Class Actions in the UK Class actions have long been a feature of the US legal landscape. But until October 2015 there was no genuine “class action” procedure in the UK. Then the Consumer Rights Act 2015 (“CRA“) introduced collective proceedings that can be brought in the Competition Appeal Tribunal (“CAT“) by representatives of consumers … Continue Reading
As previously reported on this blog, April saw two important judgments in the Titan and Windermere Class X cases. Those decisions have implications for both “CMBS 1.0” structures that include Class X notes in them, and for the wider financial markets in terms of how the courts are approaching disputes over the interpretation of finance … Continue Reading
As regular readers will know, April brought two big judgments for the CMBS and structured finance markets in the Windermere VII CMBS and Titan Europe CMBS Class X cases. Now that the dust has settled, it is worth stepping back and looking at the wider perspective of what the decisions mean for future deals, the prospects … Continue Reading
Following hot on the heels of the High Court rejecting Hayfin’s claims of underpayment of interest on the Class X notes in Hayfin Opal Luxco SARL v Windermere VII CMBS, the court yesterday also rejected claims by Credit Suisse Asset Management on its Class X notes in four Titan CMBS structures. Although the outcome was … Continue Reading
In an important decision of the Financial List of the High Court, Mr Justice Snowden has rejected claims by the Windermere VII CMBS “Class X” noteholder that it had been underpaid interest on its notes on interest payment dates in 2015. The judgment in Hayfin Opal Luxco 3 SARL v Windermere VII CMBS plc has … Continue Reading
The Court of Appeal has given renewed clarity on how to interpret the early termination provisions of section 6 of the 1992 ISDA Master Agreement. It made clear that inadequate and/or late provision of details of how an early termination amount was calculated will not entitle the Defaulting Party to avoid liability to pay the … Continue Reading
LexisNexis Q&A My Q&A with Lucy Karsten of LexisNexis can be viewed here. Looking ahead to the Class X claims. The Windermere VII Class X claims In addition to the Titan Class X claims I wrote about in my earlier blog, similar issues were before the High Court on the Windermere VII CMBS case last … Continue Reading
April is set to be a busy month in the English courts for the CMBS community, as five cases come to trial in the High Court in London. Four of those cases are the so-called “Class X” claims, which have been consolidated together and are due to be heard between 7 and 15 April. All … Continue Reading
The Oxwich Leisure Park on Wales’s Gower Peninsular might seem a world away from the concerns of Noteholders of a Canary Wharf securitisation following the sale of a £795 million skyscraper. But a decision in the Commercial Court last week (28 January 2016) showed how in the one-size-fits-all world of English contract law they can … Continue Reading
The Financial List arrives Coinciding with the new court term, we now have a dedicated court established exclusively to hear specialist financial markets disputes. We wrote about the proposals for this Financial List back in June and July. Now that it has opened, what can we expect? New procedures and forms The nuts and bolts … Continue Reading
In June I wrote about proposals for the High Court in London to set up a specialist “Financial List” for complex finance cases. Now the Lord Chief Justice, Lord Thomas, has confirmed in a recent Mansion House speech that the initiative will go ahead. A finance disputes hub In announcing the Financial List, Lord Thomas … Continue Reading
Greece’s travails have led to much recent speculation about the impact on its banks, creditors and bond markets in the coming weeks and months. But the uncertainty that has surrounded the stricken country for some time may already be storing up trouble for UK-based banks in areas beyond their limited sovereign debt holdings. One such … Continue Reading
London has for many years been a hub for resolving financial markets disputes. But the High Court in London is facing increasing competition from rivals like the Dubai International Financial Centre Courts, and initiatives to persuade financial institutions to arbitrate their disputes. These competitors are putting pressure on the English courts to up their game … Continue Reading
The unusual facts of a recent dispute between interested parties in the Theatre CMBS transactions have highlighted some important issues in complex structured finance transactions, and in particular the responsibilities of corporate trustees to protect the interests of otherwise unrepresented creditors. The decision also considers the disenfranchisement provisions that are common in securitisation transactions, and … Continue Reading