Welcome to both 2025 and this edition of our bulletin.
Term sheets and pre-contractual negotiations: the recent decision in Alpha Schools (Holdings) Ltd v Signal Alpha III Fund LP contains lessons for both would-be lenders and their lawyers on what is binding (and what isn’t) and whether statements made are “sales talk” or (mis)representations. Andrew and Sammy consider further.
Decision making by sole directors has been the subject of a number of first instance decisions over the past few years. The most recent judgment on this topic provides welcome clarification but an appeal court decision would still be helpful. Andrew, Jo and our corporate colleague Kath Saunders consider the case and where it leaves us in terms of practical takeaways.
The transition away from LIBOR has been long and, for many, painful. Last autumn saw the first time the English court had to determine the approach to adopt where a contract had not been amended to reflect the cessation of LIBOR. Although the case arose in the context of perpetual securities, the judge noted its application to debt instruments. Andrew and Caroline provide more background and analysis.
Other topics we tackle include the use of PIK structures and the state of the commercial real estate finance sector. Meanwhile our ongoing A-Z of banking and finance series aims to demystify key terms: in this edition Millie and Andrew tackle loan notes whilst Matt (Padian) and Matt (Grant) look at material adverse change clauses.
Let us know if you have any comments on the items covered, or suggestions for topics for us to cover in the future.
To receive future bulletins, please subscribe here.
Matthew Padian
Andrew Dodds