AI Snips
Chapters
Transcript
Episode notes
English Law CACs May Allow Unilateral Investor Modifications
- English-law ICMA CACs appear to permit bondholders with the requisite vote to propose and enact substantive changes without explicit issuer consent.
- Mark Weidemaier and Mitu note the English text omits the New York-style requirement that proposals be made by the issuer, suggesting a potentially unilateral investor modification power.
New York CACs Explicitly Center Issuer Proposals
- The hosts contrast New York and English CAC drafting: New York clauses explicitly frame votes as issuer proposals, while English clauses do not.
- They highlight this drafting gap could let investors control proposals and modify maturity, currency, place of payment, and governing law.
Procedural Roles Might Constrain But Not Prevent Changes
- Practical constraints may limit investor action: high voting thresholds and trustee/issuer procedural roles can check wholesale unilateral changes.
- But the hosts stress those administrative roles aren't clearly substantive restraints in the English drafting.