The Allen & Overy Podcast
Podcast #7: Insights for Trustees & Agents in Asia Pacific – Considerations for an exit strategy and dealing with bond defaults

Podcast #7: Insights for Trustees & Agents in Asia Pacific – Considerations for an exit strategy and dealing with bond defaults

December 2, 2021

In our latest edition of Trust Us, a podcast addressing hot topics for trustees and agents in Asia Pacific, Holly Hart from our Corporate Trust & Agency team moderates a discussion on the key considerations for the retirement or substitution of trustees and agents in the context of bonds, and a best practice guide to dealing with bond defaults.

Exit Strategy – Key Considerations for the Retirement or Substitutions of Trustee and Agents

There are various reasons why a trustee or agent may wish to exit a current role – it could be due to a regulatory or licensing regime change, because of a commercial decision, or sometimes it may be the consequence of a bond default, when the issuer has been drawn into court-sanctioned on-shore restructuring proceedings. Holly Hart and Katherine Signy share their thoughts on the steps trustees and agents should take when considering extracting themselves from matters that are commercially or practically untenable. The speakers also highlight a range of possible scenarios and share tips on how to deal with potential pitfalls and successfully navigate an exit.

The Defaults Playbook – Best Practice for Trustees and Agents

Given the significant uptick in bond defaults over the last two years, Tim Beech, Head of our APAC Corporate Trust & Agency team provides listeners with a detailed guide to bond defaults in Asia. Tim covers: 

  • The process of a bond default and any actions that may occur
  • The role of trustees
  • Considerations when notifying and communicating with bondholders
  • Dealing with conflicting instructions from bondholders
  • The importance of indemnification and pre-funding.

The Trust Us series presents succinct overviews of hot topics for trustees and agents in APAC, and these podcasts are based on webinars hosted for clients. Please note this episode was recorded on 16 November and references developments occurring at that time.

UK and EU prospectus and listing regulation: Where next?

UK and EU prospectus and listing regulation: Where next?

November 30, 2021

In this podcast, Amanda Thomas, partner and Jennifer Cresswell, counsel in our International Capital Markets practice, share a short round-up of UK and EU prospectus and listing regulation developments post-Brexit, and what we expect to see in the near future.

With Brexit now nearly a year ago, the UK authorities are taking steps to move away from EU regulation that was onshored at the end of the transition period.  A “summer of consultations” saw the UK authorities busy on various fronts. HM Treasury consulted on possible changes to the UK prospectus regime and the Financial Conduct Authority tackled the questions of listing and primary markets effectiveness, and will inevitably be involved in further UK prospectus-related developments down the track.  With the European Commission also gearing up to report on the application of the EU Prospectus Regulation, it seems that the slew of consultations may turn 2022 into a year of divergence.

The Listing Act consultation referred to briefly in the podcast was published by the European Commission on 19 November, after the podcast was recorded.  We will be reviewing the consultation ahead of its closing date of 11 February 2022.

Great Fund Insights: Perspectives on ESG in the Middle East with Abu Dhabi Global Market (ADGM)

Great Fund Insights: Perspectives on ESG in the Middle East with Abu Dhabi Global Market (ADGM)

November 22, 2021

Funds and asset management counsel, Kamar Jaffer is joined by Emmanuel Givanakis, Chief Executive Officer of the Financial Services Regulatory Authority at the ADGM. They discuss the role regulators can play in identifying and managing ESG factors within the Middle East.

Topics discussed in this podcast include:

ADGM’s approach to regulatory requirements in respect of ESG

  • Regional and national policy options to reinforce best practices and grow green finance
  • Key areas of focus from a regulatory perspective
  • How ADGM are supporting ESG roadmaps nationally and internationally
  • ADGM’s sustainability goals for harmonisation

This Great Fund Insights podcast will be of interest to sovereign wealth funds, institutional investors, family offices, fund managers and portfolio companies with a focus on the Middle East.

Great Investor Insights: You can‘t buy that! - What an investor needs to know about sanctions

Great Investor Insights: You can‘t buy that! - What an investor needs to know about sanctions

November 19, 2021

In this podcast MaameYaa Kwafo-Akoto, partner in the Institutional Investor practice, discusses with Kuang Chiang, Senior Counsel in the Sanctions & Regulatory Group, issues relevant to institutional investors on sanctions and what to consider before investing into a fund. 

The discussion explores topics such as:

  • What are sanctions?
  • The important factors an investor should consider before investing into a fund
  • What is a block or frozen payment?
  • What does it mean to be a U.S. person
APAC M&A Insights: Japan’s shifting attitudes change M&A market dynamics

APAC M&A Insights: Japan’s shifting attitudes change M&A market dynamics

November 12, 2021

Driven by changing attitudes and economic priorities, Japan remains a powerful outbound investor and is becoming an increasingly popular destination for inbound transactions. Despite economic, social and political uncertainties, Japanese investment into the U.S., increasingly in the technology sector, is thriving. In this short podcast, our partners discuss the following key topics:

  • The diversification of Japanese investments in the U.S., from the traditional manufacturing sector, into the technology and green energy spaces.
  • How earn-outs are structured and why this makes a deal more attractive for both the Japanese buyer and the U.S. counterpart, but be warned – earn-outs are not without their risks and complications!
  • How the Biden administration has affected the regulatory hurdles facing Japanese investors. Jumping these hurdles can be a time consuming task and Japanese companies must factor this in to their timelines.  Over the past year, over 300 transactions, particularly in the computer manufacturing and software development spaces, were subject to CFIUS.  The CFIUS risk profile of a target should be carefully considered by Japanese investors. 
     
    The podcast is moderated by Japan based partner Nick Wall, with discussion from New York based Dario de Martino and Japan based Tokutaka Ito
Perspectives on the future of banking: In conversation with e-commerce pioneer Nick Ogden

Perspectives on the future of banking: In conversation with e-commerce pioneer Nick Ogden

November 9, 2021

This podcast series features topical conversations with leading figures in the global banking industry about current and emerging strategic issues facing banks.

In this first episode, financial services entrepreneur Nick Ogden, founder of ClearBank and WorldPay, talks to Richard Cranfield, senior advisor and former chairman of A&O’s global corporate practice, about innovation in banking, his new venture RTGS.global, a cross-border liquidity network, and what it takes to be a digital innovator.

Nick shares his thoughts on a range of issues including the role and impact of ‘atomic settlement’ on cross-border interbank payments, central bank digital currencies, the future of work and his personal approach to identifying opportunities for innovation and change.

This episode was recorded in August 2021

Great Fund Insights: Perspectives on ESG in the Middle East with Fajr Capital

Great Fund Insights: Perspectives on ESG in the Middle East with Fajr Capital

November 4, 2021

Corporate partner David Foster is joined by Iqbal Khan, Chief Executive Officer at Fajr Capital. They discuss the role private equity can play in identifying and managing ESG factors within the Middle East.

Topics discussed in this podcast include:

  • Identifying and managing ESG factors within investment and portfolio management processes
  • Examples of ESG factors in fund investments
  • ESG and the post-investment phase
  • Areas of convergence between Shari’a and ESG
  • Outlook for ESG in the Middle East for the coming year and beyond
What business needs to know about the EU’s Taxonomy Regulation and its reporting requirements

What business needs to know about the EU’s Taxonomy Regulation and its reporting requirements

October 18, 2021

The European Union’s Taxonomy Regulation, which provides a common classification framework for defining the environmental sustainability of business activity, is intended to help promote ‘green’ investment and help the EU to accelerate its transition to a sustainable economy. In practice, it has created a set of formidable challenges for companies, banks and the broader investment community on how to identify, align and report their activities. 

In this podcast, Shruti Ajitsaria, partner and head of Fuse, A&O’s tech innovation space, is joined by Matt Townsend, partner and co-head of A&O’s global environment and climate law group, Elizabeth Gillam, head of EU government relations and public policy at Invesco, and Alexander Stevens, CEO of Greenomy, to discuss the goals and scope of the EU’s Taxonomy Regulation, its reporting requirements and the practical issues that organisations should consider.

Annual Reports and AGMs: What’s new for the upcoming season

Annual Reports and AGMs: What’s new for the upcoming season

October 14, 2021

In our latest podcast our team of A&O experts bring you up to speed with the key issues companies secretaries and their teams need to think about when preparing for their next Annual Report and AGM. These include: 

  • new requirements for annual reports this year, including in relation to climate related financial disclosures and the European Single Electronic Format (ESEF)
  • proposed changes to the Listing Rules and the Disclosure Guidance and Transparency Rules in relation to diversity reporting, and developing market practice in this area
  • executive remuneration and remuneration reporting, including the growing trend for ESG-metrics in companies’ long-term performance conditions, linked to remuneration outcomes
  • best practice for AGMs in 2022
  • climate-related AGM resolutions

Related contacts: Paul McCarthy, Matthew Townsend, Kate Astley, Victoria Rankmore, Isabella Kelly, Katie James

An update on the MiFID Review

An update on the MiFID Review

October 11, 2021

As the MiFID Review progresses at the UK and EU level, our financial services regulatory experts will be analysing the proposals. In the first of a series of podcasts, we take a look at what HM Treasury is proposing in the context of the transparency regime in their Wholesale Markets Review.

Related contacts: Damian Carolan, Nick Bradbury, Oonagh Harrison, Kelesi Blundell

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