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Capital Markets Law Journal Advance Access originally published online on November 28, 2008
Capital Markets Law Journal 2009 4(1):85-103; doi:10.1093/cmlj/kmn031
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© The Author (2008). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Innovation after the revolution: foreign sovereign bond contracts since 2003

Anna Gelpern and Mitu Gulati*
*Anna Gelpern and Mitu Gulati, Rutgers and Duke Law Schools.

The first 150 words of the full text of this article appear below.


Key points

  • In 2003, under official pressure, amendment provisions in standard form New York law sovereign bond contracts shifted to resemble English law boilerplate.
  • Market participants and officials expected contracts in New York and London to converge around a common formulation.
  • Contrary to expectations, the shift away from old boilerplate did not lead to convergence around new boilerplate.
  • Issuers in London, and to a lesser degree in New York, are experimenting with diverse terms and institutional arrangements.
  • Amendment provisions in recent issues have used hybrid formulations, permitting holders to vote in person or by written consent, with different approval thresholds.
  • More issuers are using trust structures.
  • Creditor committees are making a qualified comeback, though the adoption and formulation of committee provisons does not appear to track issuers' credit quality.
  • Not all issuers agree to pay committee expenses.
  • Some issuers have agreed to require unanimous creditor consent to amend litigation-related terms, . . . [Full Text of this Article]

 

   1. Introduction: theory's poster children
 
Mexico's Collective Action Clause
Meetings, amendments and waivers

   2. Boilerplate in flux
 
To meet or not to meet: Gabon and Ghana
Committees return: from Hungary to Georgia, via Abu Dhabi
ICMA Model Creditor Committee Clause
[•] Noteholders’ Committee
Unanimity revival

   3. Conclusions: innovation questions
 

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