Clauses & Controversies

The Amazing and Surreal Story of Puerto Rico’s Debt Restructuring Today’s podcast is about a wonderful new book, Promise Land. It is an insider’s tale of one of the most complicated sovereign debt restructurings ever. Puerto Rico is a former colony that has never been given a full voice in American politics. Its debt crisis produced one of the largest governmental debt restructurings in history. T...

Are Sanctions on Venezuela Still Justified? The United States has had sanctions on Venezuela for many years now. The Executive Branch has broad authority to impose sanctions on foreign nations. Basically, there has to be a perception of some foreign threat to the security of the United States. But the main justification for sanctions now is that the Executive Branch wants to stop private creditors...

Bonds Yields and Elections November is not that far away and the rates of U.S. Treasuries are rising. The Treasury Secretary is trying various strategies (perhaps, with November in mind) to juice the markets and get rates down, but they are not working all that well. What’s going on? What is the relationship between elections and treasury rates? We ask one of the leading experts in the world on th...

Ethiopia’s Value Recovery Instruments Value recovery instruments are a great idea in theory and a disaster in practice. The idea is to let investors share in the upside of a country’s recovery. But governments rarely want to pay and the instruments quickly migrate into the hands of investors with little stake in the recovery. Everyone involved looks to exploit loopholes. And since the instruments...

$240 Billion?! Venezuela's debt is purportedly $240 billion, larger than previous estimates by far. What gives? Is this a way to signal to investors that they should be prepared to take larger-than-expected haircuts? Or, maybe more likely, a signal that favored creditors — insiders? oil majors? — will have their claims inflated and thus can expect outsized recoveries? We probably won't know until...

Is it Finally Time to Restructure Venezuela’s Debt? Ever since Venezuela was allowed to hire advisors on its debt restructuring, rumors have been swirling about whether the restructuring might be attempted even before an IMF Debt Sustainability Analysis. Such a scenario is plausible, given the current context. But is it good for the Venezuelan people? Hell no. This is potentially going to be the m...

1917 Tsarist Bonds We know we promised to talk about Venezuela. But we got distracted by a filing in the district courts in DC. A claim for payment on Tsarist bonds from 1917, being made in 2026. How could we pass that up? We also confess to being intrigued that the lawyers for Russia have asked that the judge in DC — Judge Friedrich — give Rule 11 sanctions against the plaintiffs. There are clear...

The Most Amazing Revolution In spring 1917, the United States government lent money to the new Provisional Government in Russia, which had promised both domestic reform and to maintain the fight against Germany. Within a few short months, the Bolsheviks took over and repudiated all prior international debt. Still unpaid, the loans have now been in default nearly 150 times longer than they were cur...

Something Black in the Lentils: We are back with our favorite type of podcast — speculation about legal implications built around facts that are constructed entirely from rumor and innuendo. Weird stuff is going on with the Senegalese yield curve. And we wonder whether the weirdness might relate to Senegal’s desire to avoid triggering margin calls on its TRS contracts (which we'd really like to se...

Foreign Civil War Entanglements Over the years, the U.S. has supported the losing side in numerous foreign civil wars. It has emerged from these entanglements as both a debtor and a creditor. In each case, the U.S. government's formal position has been clear: the post-civil war government succeeds to the rights and obligations of the prior government. That is, the winning side must pay debts incur...

If Only YPF’s Bylaws Had Been Governed by Texas Law And… poof! The sound of a $16 billion judgment going up in smoke. We talk about the Second Circuit’s decision in the YPF case, which we read largely as a way to make an excessively large judgment disappear without ruling on any difficult (and recurring) issues of US law. YPF’s shareholders got screwed, but then again their rights were governed by...

The $500 Million American “Financial Aid” to China In 1942, the Americans provided $500 million in financial aid to Chiang Kai-shek’s Nationalist government in China. Described as a “financial counterpart” to Lend-Lease aid, the credit — intended to help stabilize the Chinese economy and support its war effort — did not provide for principal repayment, interest payments, or state a maturity. The a...

Ethiopia and Senegal: Debt Shenanigans? A set of recent articles in the FT by sovereign debt guru Joseph Cotterill suggest to us (reading between the lines) debt shenanigans in both Ethiopia and Senegal. We can’t figure out exactly what is going on in these two cases, but there is enough there for us to engage in wild speculation. In Ethiopia, the bondholders seem to be irate that some big player...

Can We Say Anything Meaningful About a Venezuelan Debt Restructuring? Venezuela must restructure its debt if it, and its new "friends" in Washington DC, want the economy humming again. But how? The debt stock is enormous and the range of claims so vast that normal techniques are unlikely to work. And typically, before anything could happen, the IMF would need to go in and assess the actual situati...

Are CACs Unilateral Modification Clauses? We have always understood the collective action clause (CAC) in a sovereign bond to allow the bond issuer to propose a modification to the bond, which will bind everyone if approved by the requisite proportion of holders. Typically the sovereign is proposing to restructure its debt. This is more or less what bonds governed by NY law say, but bonds governed...

Will the Flip Clause Enter the Canon? Contract innovation is rare in sovereign debt markets, so we are interested whenever someone adds a new clause to the existing set of canonical forms. A number of innovations have appeared in 2025, one of which is the "flip clause." The clause allows investors to opt out of the governing law and enforcement jurisdiction initially chosen in the debt instrument....

Imperial (Defaulted) Chinese Bonds (Again) Yes, one of us might have sworn up and down that we would never do another episode about defaulted Imperial Chinese bonds. But a brand new case out of the DC federal courts has changed our minds. The case got the back of the hand from the district judge, but the arguments being made were not as weak as a quick glance at the opinion might suggest. Dare we...

Total Return Swaps There have been reports in the financial press about the use of Total Return Swaps to provide credit to governments (e.g., Angola), often in situations where the government can't otherwise borrow on capital markets. As best we understand them (i.e., badly) these are derivatives backed by sovereign bonds and sometimes cash as collateral. The collateral reduces borrowing costs and...

Cambodia’s “Dirty Debts” to the US — Redux In the 1970s, the US allowed Cambodia to finance the importation of rice and other agricultural commodities. The debt remains unpaid. One version of this story is that successor Cambodian governments have refused to pay these “dirty” debts. In this telling, the US used the loans to prop up a friendly but illegitimate Cambodian regime. Although the US ship...

What if POTUS wanted an OBBD? Let us say, purely hypothetically, that there is a point at which some combination of the spending excesses of the One Big Beautiful Bill, the government shutdown, a rejection by the Supreme Court of tariff mania, and more, result in a shortfall of revenues for the current administration. And let us also say that POTUS goes to his brains trust to ask how best to do an...

The Invasion Tax The lawsuit over Ukraine's $3 billion bond debt to Russia seems to be on hold (maybe forever) in the English courts. And maybe there is no way for the Russian government to force repayment. Still, the debt is a minor cloud hanging (along with many bigger ones) over Ukraine. It would be nice if there was a way to make it go away permanently. Might there be? We talk about a common p...

Argentina Again The Trump administration says it will do “whatever it takes” to rescue the Argentine peso and bond yields, saving buddy Javier Milei from electoral disaster. We do not think the U.S. Treasury can simply dole out money to Milei. If the administration does not want to go to Congress for permission (it generally does not), and if the Mexican bailouts of 1982 and 1995 are indicators, t...

Ukraine's Expansive "Fiscal Laws" Clause International sovereign bonds, and particularly those issued under English law, often include a clause providing that payments are subject to the applicable "fiscal and other laws." Usually, the clause makes clear this refers to fiscal laws in the “place of payment” (e.g., Luxembourg). Separately, international bonds also provide that, if the issuer imposes...

The Greek GDP Warrant Drama Greece’s debt situation has improved remarkably, from default status in 2012 to investment grade in 2025. A few weeks ago though, Bloomberg reported on a brewing drama with the GDP warrants that were offered to investors in the brutal 2012 restructuring. Apparently, Greece has elected to exercise its right to call the warrants, and holders are yelling bloody murder at t...

Some Questions, Now That it's About 3 Years Since Russia’s Default It has now been around 3 years since Russia’s invasion of Ukraine, which prompted EU and US sanctions and a default on Russia’s external bonds. The prescription clause in these bonds says that Russia’s obligations become void unless investors make claims within three years of the date payment is due. What does it mean to “make” a “...