Sarah Paterson

The new third edition of Debt Restructuring offers detailed legal analysis of international corporate, banking, and sovereign debt restructuring, from the perspective of creditors and debtors. It provides practical guidance to help practitioners, policy-makers, and academics in the UK and US to understand current developments in debt restructuring, and provides solutions for creditors holding distressed debt and debtor options in a distressed scenario. The Corporate Debt section includes significant changes to highlight the impact of COVID-19 on restructurings, including: potential grounds for investors/lenders to modify or terminate commitments to fund or support restructurings by invoking material adverse effect or force majeure clauses; unprecedented relief granted by insolvency courts to aid ailing retailers; and challenges facing insolvency courts in making necessary confirmation findings regarding the feasibility of reorganization plans due to market instability. This section also includes the recent adoption of the Part 26A Restructuring Plans and the EU Restructuring Directive. Amendments to the Bank Resolution section reflect decisions by the Single Resolution Board, and national authority resolution decisions notified to the European Banking Authority. A new sub-section on domestic bank insolvency and liquidation covers the developments under the Deposit Guarantee Schemes Directive, and a new chapter on insolvency law relating to Insurance Firms addresses the international debate on a special resolution regime for insurance firms. Other updates include the 2017 code of practice, the 'third country' branch model after Brexit, non-equivalence regarding depositor protection arrangements, and the Resolvability Assessment Framework. In the Sovereign Debt section, there is detailed coverage of US and UK developments, examining the increased role of sanctions and the possibility of piercing the corporate veil in SoEs (Chrystallex), as well as the increased push for domestic laws to be used to curtail litigation. It also covers developments in re-designation and the emergence of the 'pac-man technique' in the context of collective action clauses, as a result of the recent restructurings of Argentina and Ecuador. The impact of COVID-19 on the adoption of the Debt Service Suspension Initiative and the Common Framework are also analysed.

Corporate Reorganization Law and Forces of Change argues that significant shifts in logics, practices, and identities in the finance and non-financial corporate fields can change the nature of the problem which corporate reorganization law is required to solve, so that corporate reorganization law is mobilized and adapted by the participants in the process in new and diverse ways. This book argues that, whichever theoretical or policy approach is engaged, these adaptations cannot all be evaluated using a single universal or fixed conceptual framework. Adopting a comparative US/UK approach, the book undertakes a detailed analysis of six forces of change which developed in the finance and non-financial corporate fields from the 1980s. It analyses the ways in which these forces of change affected the nature of the corporate reorganization case, and the new ways in which participants in the corporate reorganization process mobilized and adapted corporate reorganization law in response. It argues that it is crucial to analyse the specific adaptations of corporate reorganization law which emerged from this process of change. This demands that corporate reorganization law theorists or policy makers do not start their analysis using a conceptual framework developed in response to historical adaptations of corporate reorganization law. It is necessary, instead, to identify how dominant theoretical or policy concerns manifest themselves in the specific adaptation of corporate reorganization law which is under review and to adapt conceptual frameworks accordingly. This is a timely analysis. Just as the book is going to press, governments around the world have been forced to enact shut down measures to contain the Covid-19 threat. The book draws a distinction between adaptations of corporate reorganization law to reorganize complex, leveraged capital structures and other adaptations to reorganize a mixture of financial and other liabilities. It unpacks why it is necessary to adapt conceptual frameworks in different ways for these different types of case. This provides a way for scholars, practitioners, judges, and the legislature to think about corporate reorganization law when it is mobilized and adapted to meet the specific challenges posed for business by the Covid-19 shutdown.