Background

Bonds that are traded via clearing houses, such as Euroclear and Clearstream, often contain terms providing that there will be a trustee for the issue, who may be appointed by the participants in the relevant clearing system or by the beneficial owners.

Quite often, the terms of the bonds will contain so-called “no-action clauses”, pursuant to which the trustee may be accorded certain rights and powers to take action on behalf, and instead, of the beneficial bondholders.

In Short

The Situation:  A draft law designed to substantially reform the Belgian Companies Code was submitted to the Belgian Parliament for review ("New Companies Code") on June 4, 2018.

The Result: The New Companies Code will lift a number of mandatory rules applicable to convertible bonds and to the general assembly of bondholders.

The ordinance n°2017-748 dated 4 May 2017 to enter into force on 1 October 2017, completely reshapes the legal regime of the security agent, widely inspired by the security agent regime under OHADA law. Thus, French law continues its modernisation and attractiveness programme by creating a legal instrument able to compete with the security trustee involved in syndicated loans and bond issues in common law countries. The new provisions will clarify the legal regime of the security agent and reinforce creditors' protection, through:

上一篇我们谈到诉讼主体的确定问题，本文将从担保的视角对债券持有人的权利救济予以分析。

保证人单方出具《保证函》的效力

In January 2017, a divided panel of the United States Court of Appeals for the Second Circuit issued its widely reported opinion in Marblegate Asset Management, LLC vs. Education Management Corp., in which the majority held that the “right ... to receive payment” set forth in Section 316(b) of the Trust Indenture Act of 1939 (TIA) prohibits only nonconsensual amendments to an indenture’s core payment terms and does not protect the practical ability of bondholders to recover payment.

Background

An unexpected controversy has arisen recently in the high-yield bond market, one involving limiting the available remedies following default in the wake of last year’s decision by the Southern District of New York in Wilmington Savings Fund Society, FSB v.

Bondholders have long feared "the tyranny of the majority" and historically have found limited comfort in a provision of the Trust Indenture Act (the "TIA") that provides minority bondholders with a veto over proposed legal modifications to core payment terms. In the immediate wake of the Second Circuit's recent decision in Marblegate Asset Management v.

On January 17, 2017, the U.S. Court of Appeals for the Second Circuit issued an opinion in Marblegate Asset Management v. Education Management Corp., 15-2124-cv(L), 15-2141cv(CON) (2nd Cir. Jan. 17, 2017), overturning a broad interpretation of the Trust Indenture Act (TIA) by the U.S.

On January 17, 2017, in a long-awaited decision in Marblegate Asset Management, LLC v. Education Management Finance Corp.,1 the US Court of Appeals for the Second Circuit held that Section 316 of the Trust Indenture Act ("TIA") does not prohibit an out of court restructuring of corporate bonds so long as an indenture's core payment terms are left intact.

In a 2-1 opinion, the Second Circuit overruled the district court in Marblegate Asset Management LLC v. Education Management Corp., finding no violation of the Trust Indenture Act (“TIA”) in connection with an out-of-court debt restructuring.

Background