Sponsored Briefing: Keep it simple

Sponsored Briefing: Keep it simple

Many of us were caught in the making of transactions when the Covid-19 outbreak started or, at least, hit Europe causing a complete shutdown in many countries or started them while confined at home experiencing the sudden and unexpected demise of the economy.

While assessing the business impacts of the pandemic in ongoing transactions and those initiated while navigating new unchartered waters, lawyers, vendors and purchasers started pondering the legal impacts of this ‘new normal’ on transactions agreements and how risk-sharing provisions would operate in this context and its aftermath. Following the 2008 financial crisis, lawyers submerged on discussions on how provisions in their legal systems would operate, namely on supervening change of circumstances affecting contracts, and if the lessons then learned, carved in jurisprudence and scholars’ extensive essays, would apply to transactions generated prior or in the midst of the pandemic. The same amount of time and consideration was dedicated to the discussion on how effective (more or less) standardised risk-sharing provisions would operate in transactions preceding this Covid-19 crisis but not yet completed and how such provisions should play out in acquisitions signed and concluded while we still are besieged by the virus. Provisions on representations and warranties, interim management periods, material adverse change, force majeure, hardship and others were (are) again revisited. Continue reading “Sponsored Briefing: Keep it simple”

Sponsored practice area spotlight: Insolvency and restructuring: Combining unique skills to achieve a successful outcome

Sponsored practice area spotlight: Insolvency and restructuring: Combining unique skills to achieve a successful outcome

Insolvency and restructuring proceedings are intricate and complex. Practitioners must be able to combine legal knowledge, in particular in the areas of litigation, finance and transactions, with strategic, tactical and managerial skills to deliver positive results.

Prager Dreifuss has extensive experience and a longstanding tradition in insolvency and restructuring matters. In the wake of the financial crisis, we combined our finance and bankruptcy knowledge which enabled us to assist in complex project financing, also lately in a major multinational commodity project. Our attorneys regularly represent creditors, some of which are banks, hedge funds or other financial institutions, in large national and international insolvency and restructuring proceedings, whether in registering or purchasing claims or in enforcing disputed claims vis-à-vis bankruptcy administrators and before courts. Assisting clients in the recognition and enforcement of foreign judgments in Switzerland and abroad is a key feature of our daily practice. Frequently and increasingly, we are retained by creditors in enforcing claims (awards, bonds) against sovereigns. Continue reading “Sponsored practice area spotlight: Insolvency and restructuring: Combining unique skills to achieve a successful outcome”

Sponsored briefing: The pandemic and Portuguese capital markets

Sponsored briefing: The pandemic and Portuguese capital markets

In 2019, our article in Legal Business ended as follows: ‘Therefore, with the benefits of a renewed legal and regulatory framework and of an environment where low interest rates facilitate access to funding, 2020 is likely to follow in line with the current year, promising continued intense activity and diversity’. In January 2020, VdA organised an international conference on sustainable finance, where we discussed the growing relevance of ESG factors with key players.

However, unpredictably, by March 2020 it was clear that our prediction of ‘continued intense activity and diversity’ was beginning to make little or no sense, as the Covid-19 pandemic reached Portugal (and the world). By the end of March, an unprecedented legal moratoria regime was enacted and subsequently extended until the end of September 2021. Very dark clouds were on the horizon for those looking for funding or refinancing, and on top of the legal moratoria regime, force majeure and material adverse change clauses became hot topics of discussion. Continue reading “Sponsored briefing: The pandemic and Portuguese capital markets”

Sponsored briefing: Portuguese Market Update – Sustainable Financing

Sponsored briefing: Portuguese Market Update – Sustainable Financing

The Paris Climate Agreement, signed in Paris on 12 December 2015, strengthened the call to action among the financial community by setting a new long-term goal on finance: ‘making finance flows consistent with a pathway towards low greenhouse gas emissions and climate-resilient development’. Portugal ratified the Paris Agreement in 2016 and has since taken the first steps towards what will hopefully be a robust and appealing green financing market, which has recently shown a more consistent path.

The development of Portugal’s green financing market has been mainly led by banks and big listed companies with sustainability strategies, seeking to obtain or allocate funding while pushing forward with the decarbonisation of the Portuguese economy.

In the corporate sector, EDP – Energias de Portugal has prepared its MTN Debt Programme for the issuance of green bonds, the proceeds of which are being directed to financing or refinancing portfolios of wind and solar energy generation facilities, thus overcoming the first-mover fear that was holding back the Portuguese market.

Earlier this year, mortgage lender Unión de Créditos Inmobiliários, Establecimiento Financiero de Crédito – Sucursal em Portugal entered the universe of European green securitisations by privately placing its inaugural RMBS Green Belém No. 1, a deal having Tagus STC (a Portuguese securitisation vehicle) as issuer and backed by Portuguese residential mortgages originated by UCI Portugal. This was the first ‘green’ RMBS securitisation in the Iberian Peninsula, with UCI Portugal committing to use the proceeds from this deal to fund earmarked green building initiatives and sustainable finance projects in Portugal and Spain. This was also the first securitisation to be labelled ‘STS’ (simple, transparent and standardised) under the Securitisation Regulation in Portugal and the first to be successfully completed within the difficult context of the Covid-19 pandemic, just as states of emergency were being declared in various countries around the world, including Portugal.

Following clear and documented policies for climate action and environmental sustainability, as well as a renewed ambition to establish a trend for investments in this domain, the European Investment Bank subscribed part of the senior class of the issuance. This marked the return of supranational institutions to the Portuguese RMBS market, which will hopefully send a clear message to other potential investors as to the robustness and health of this market.

Sustainalytics, an independent global provider of ESG and corporate governance research and ratings, played a crucial role in both issuances by confirming that each was in compliance with the Green Bonds Principles, a set of voluntary process guidelines established by the International Capital Market Association recommending transparency and disclosures and promoting integrity in the development of the Green Bond market.

Euronext Lisbon – the Portuguese stock exchange and member of the Euronext platform – also launched in 2020 a new suite of ESG-focused products, services and initiatives, designed to provide a robust framework of tools for European capital markets to fuel sustainable growth. Euronext Green Bonds offerings (which included the RMBS Green Belém No.1) saw a 70% increase in the number of issuers since launch and led to Euronext expanding its offering to other ESG-related bonds, including blue, social, sustainability and sustainability-linked bonds.

More recently, a reflection group on sustainable financing was created, being composed of the main players in the Portuguese financial sector and coordinated by the Ministry of Environment and Energy Transition, in cooperation with the Ministry of Finance and the Ministry of Economy. This group launched two important documents ‘Guidelines for Accelerating Sustainable Financing in Portugal’ and ‘Letter of Commitment for Sustainable Financing in Portugal’, which establish guidelines and commitments with respect to sustainable financing, such as the commitment to developing a fiscal policy in favour of sustainability and the signatories’ commitment to promoting training in sustainable financing aimed at their employees at different levels of the organisation (including board level).

September 2020 saw the incorporation of a national green development bank. Banco Português de Fomento springs from the will to streamline the action of financial institutions in support of the economy, by maximising the efficiency of their action and promoting their strategic co-ordination while simultaneously aiming to provide financial capacity and accelerate the various existing sources of financing dedicated to investing in sustainable, carbon neutral and circular economy projects.

2020 has seen the Portuguese financial sector embracing ESG and is on the path to increasing the supply of financial products that promote decarbonisation, while also bringing awareness to sustainability policies and projects among Portuguese SMEs

 

For more information, please contact:

Benedita Aires
Partner, Banking & Finance
bla@vda.pt

 

Sebastião Nogueira
Senior Associate, Banking & Finance
san@vda.pt

 

VdA
T: (+351) 213 113 400
Rua Dom Luís I, 28
1200 151 – Lisboa

www.vda.pt

Sponsored practice area spotlight: M&A: Legal experts who will take you from deal structuring to execution

Sponsored practice area spotlight: M&A: Legal experts who will take you from  deal structuring to execution

M&A situations call for experienced practitioners with a solid background and in-depth knowledge of the market as well as a strong focus on the client’s needs.

Prager Dreifuss is one of the leading Swiss law firms for transaction-related work. Our longstanding expertise in related fields such as banking and finance, competition law, capital market law and regulation, tax law, restructuring and insolvency, contract, employment and intellectual property law as well as corporate law allows us to find effective, innovative and holistic solutions for all types of M&A deals. Continue reading “Sponsored practice area spotlight: M&A: Legal experts who will take you from deal structuring to execution”

Sponsor message: Alvarez & Marsal

Sponsor message: Alvarez & Marsal

Privately held since its founding in 1983, Alvarez & Marsal (A&M) is a leading global professional services firm that provides advisory, business performance improvement and turnaround management services.

With over 4,500 people across four continents, we deliver tangible results for corporates, boards, private equity firms, law firms and government agencies facing complex challenges. A&M leverages its restructuring heritage to turn change into a strategic business asset, manage risk and unlock value at every stage of growth. Continue reading “Sponsor message: Alvarez & Marsal”

Sponsor message: SSQ

Sponsor message: SSQ

Every year the GC Powerlist brings together long-standing and emerging talent leading some of the best in-house legal functions in the UK and across the globe. This year is no exception and we would like to congratulate all of those that have made it into the GC Powerlist for 2020.

This year is focused on those transforming legal services. This transformation is happening at a rapid pace driven by innovative, business-focused and brave leaders in-house who are pushing the needle across so many areas. They are not only revolutionising how in-house legal teams utilise technology and people more effectively and efficiently, they are also influencing the modernisation of law firms, demanding diversity, innovation and flexibility. Most importantly, by unleashing the true potential of a best-in-class legal function, they are ensuring that in-house legal functions are true business partners. Continue reading “Sponsor message: SSQ”

Sponsor message: The Law Society of Scotland

Sponsor message: The Law Society of Scotland

The Law Society of Scotland is the professional body for over 12,000 Scottish solicitors. Our overarching objective is to lead legal excellence, serving the needs of our members and the public. We set and uphold standards to ensure the provision of excellent legal services and ensure the public can have confidence in Scotland’s solicitor profession.

Nearly 30% of our members work in-house making a critical contribution to the success of the companies and organisations that employ them. The Law Society of Scotland is proud to represent and support our members working in-house in Scotland and beyond. Continue reading “Sponsor message: The Law Society of Scotland”

Sponsor message: Willis Towers Watson

Sponsor message: Willis Towers Watson

At Willis Towers Watson, our clients benefit from both the depth of our resources across account management, risk management and claims advocacy, and the influence with underwriters that comes from being one of the largest insurance brokers in the world. We are not tied to any one insurer in the legal services sector, giving clients choice and the ability to generate genuine competition. Our highly-experienced brokers are committed to negotiating robust cover at the best possible price.

As well as bringing you the advantages of our global presence, we also offer a unique proposition to the legal services sector: we only work with law firms with 11 or more partners (or directors). This enables us to build close relationships with each of our clients and provide a personalised service from dedicated account handlers. It is the combination of our specialist teams, with the ability to offer tailored and innovative solutions, that sets us apart as the risk consultant and broker of choice. Continue reading “Sponsor message: Willis Towers Watson”