The issue

A "no action" clause will appear in almost all English law-governed bond trust deeds.

A no action clause provides that a bondholder (or anyone entitled to payments on the bonds) cannot, initially, proceed directly against the issuer. Instead, the right to bring a cause of action resides with the trustee and it is only if the trustee, having become bound to take action, fails to do so within a reasonable time (with the failure continuing) that a bondholder can then itself proceed directly against the issuer.

Introduction

In R (on the application of KBR, Inc) (Appellant) v Director of the Serious Fraud Office (Respondent) [2021] UKSC 2¹ the Supreme Court held that the Serious Fraud Office ("SFO") may not compel a foreign company to produce documents held overseas under section 2(3) of the Criminal Justice Act 1987 ("CJA 1987").

Introduction

Towards the end of 2020, while businesses were reeling from the challenges of grappling with a global pandemic, the end of the Brexit transition period and LIBOR transition, the Law Commission published a paper analysing the current law underlying intermediated securities - Intermediated securities: who owns your shares? A Scoping Paper.