Clauses & Controversies

The Province of Buenos Aires' Restructuring The recent restructuring of the Province of Buenos Aires' multi-billion dollar debt raises many questions. Why the hardball tactics? Why did creditors cave suddenly when initially seeming to stand tough? Who were the holdouts and will they be paid in full? Will PBA's coercive tactics harm its reputation as a borrower? And who better to ask these question...

Restricting Trading in Venezuela’s Sovereign Bonds: Has it Worked? The Biden administration has continued the Trump administration’s strategy of restricting trading in Venezuelan sovereign bonds as a way of bringing to heel Venezuela’s Nicholas Maduro. Has that (innovative?) strategy shown any signs of working? Thomas Laryea (Orrick, Herrington & Sutcliffe) is one of the most respected voices in t...

What Do We Know About International Investment? What allows countries to borrow and to attract investment? Often the answer emphasizes the ability to make credible commitments, and this is often supposed to be easier for countries with democratic institutions. For some countries—often supposed to be those with weaker domestic institutions—agreeing to submit disputes to international investment arb...

Financial Contract Design Lachlan Burn and Jeff Golden, formerly of Linklaters and Allen & Overy, are two of the most respected lawyers in the capital markets world. Together and separately, they have been at the forefront of almost every effort over the past forty years to improve contract documentation and increase certainty in legal determination in financial transactions. In this episode, they...

Local v. Foreign Bonds? One of the classic questions in sovereign debt is why and when do sovereigns choose to issue bonds under local parameters (e.g., currency and law) versus foreign ones. And the typical answer has been: It is all about the cost of capital, dummy! In a wonderful recent article, sovereign debt guru Layna Mosely and co authors give us a fresh and original perspective on this cla...

The Greek Restructuring of 2012 – Filling in the Gaps Greece’s restructuring of March 2012 was one of the biggest, deepest, and fastest in sovereign debt history. Much has been written about it already, but there are still significant gaps in our understanding of how matters played out on the ground. For example, how and why did the restructurers decide to move from a 75% vote requirement in each...

(Why) Are ESG Sovereign Bonds (Such) Scams? Environmental, social, and governance (ESG) investing is white hot. Investors are clamoring for "green" bonds, "blue" bonds, and other instruments that supposedly fund investments in socially beneficial activity. And borrowers are happy to meet the demand. Maybe too happy. Do sovereign issuers of green bonds and other ESG instruments actually promise to...

Does a Good ESG Score Lower Sovereign Borrowing Costs, or Does Cheaper Credit Leave More Room to Do ESG? Lupin Rahman, senior economist at PIMCO, is one of the gurus of the sovereign debt market. She is one of the very few who can talk with deep knowledge about the details of the fine print in sovereign debt contracts, the macro context of debt markets, and the importance of various Official Secto...

What Does it Mean to Say the Treasury Market is Risk Free? The U.S. Treasury market is supposed to be boring and risk free. As a result, it is largely ignored in the literature on sovereign debt, other than being used as a measure of the risk free rate in empirical studies. Our guest on this episode, Yesha Yadav (Vanderbilt Law), disagrees. While it is true that the U.S. government is relatively u...

The Sovereign Debt Acronym Show DSA, SDR, DSSI. Sovereign debt insiders love to throw acronyms around in conversation to make us outsiders feel like, well . . . outsiders. Even the non-acronyms aren't exactly self-explanatory. Who knew the Paris Club isn't really a night club where sovereign debt folks hang out at after work? Aitor Erce, superstar sovereign debt scholar and veteran of multiple key...

Did External Finance Produce Weaker States? In the first era of bond finance (roughly 1820-1920), countries often pledged customs revenues and other collateral to back their external debt. Conventional wisdom is divided as to whether these pledges were worth anything. After all, investors couldn't seize the ports on their own, and rich countries were only sometimes willing to do it for them. Didac...

How do Investors in Sovereign Bonds Fare? Josefin Meyer (Kiel Institute for the World Economy) is one of the young stars of the sovereign debt world. Her recent paper with Carmen Reinhart and Christoph Trebesch looks at how investors in sovereign debt fared from Waterloo to the present day (up to 2016, anyway). The paper is astonishing in scope and finds that the returns to investors in sovereign...

Veil Piercing and State-Owned Entities Disappointed creditors can attach a sovereign's assets when used for commercial activity in a foreign state. But much commercial activity is conducted not by the sovereign itself but by state-owned or controlled firms. In principle, this keeps assets away from creditors. But creditors have had recent success arguing they should be able to reach SOE-owned asse...

Covid is Just Like the _______ Crisis In the current economic context, with many worried about the risk of widespread financial distress among emerging market sovereigns, scholars and policymakers often turn to the lessons of the Latin American debt crisis of the 1980s. But is that the right precedent? Do other historical episodes, such as the Great Depression, offer more insight? Maybe the curren...

Can Courts Help Right Historical Wrongs? In the early 1900s, the first genocide of the 20th century occurred in what was then the colony of German Southwest Africa (now Namibia). Perpetrated by the German government, decades of widespread seizure of property and imposition of forced labor were followed by the mass killing of tens of thousands of the Ovaherero and Nama peoples. In recent years, the...

How China Lends Anna Gelpern and Christoph Trebesch--along with co-authors Sebastian Horn, Scott Morris, and Brad Parks--have produced a truly unprecedented study of a long-secret topic: the legal terms of the contracts governing loans by Chinese state-owned entities to borrower governments around the world. How China Lends (link below) documents a variety of innovative and unexpected contracting...

Why Is No One Worried About the Gargantuan Euro Area Sovereign Debt? Our guest is the brilliant French economist, Anne-Laure Delatte, who is worried about the ever increasing size of European sovereign debt and the return (did it ever go away?) of the bank-sovereign doom loop. We ask Anne-Laure about the increasingly important role the ECB seems to be playing in determining European policy (again,...

Bendy Bonds Are Better (Say it Five Times Fast) Our guest this week is Ben Heller, one of the most insightful observers of the sovereign debt markets, and someone we often turn to for a sense of the investor’s perspective on the markets. Recently, Ben and a colleague published a proposal for so-called Bendy Bonds – state-contingent debt instruments that automatically give countries a short breathi...

Recent Sovereign Debt Drama. Plus: Zambia’s Weird Bond Contracts Are EU member states jointly and severally liable for EU bond debt? (No, of course not. Well, kind of…) Other than being fun at parties, what makes a “social” bond social? And has the G-20’s Common Framework removed the need to worry about a wave of defaults and restructurings in the wake of the pandemic? Our guest this week is the e...

Green Bonds for Everyone! Matt Wirz (Wall Street Journal) helped uncover the Hunger Bond scandal in the Venezuelan debt. Conversations with Matt about why investors are willing to buy debt issued by odious regimes led to conversations about ESG, green bonds, sin stocks, and the new popularity of "green" sovereign debt. Recent sovereign debt related proposals include conducting debt for climate swa...

Central Banks, Executive Power, and Protecting Sovereign Assets Central banks are a bit of a problem for the law of foreign sovereign immunity. From one perspective, they look like commercial actors, and sovereign immunity generally doesn’t protect commercial acts. So it would seem that a sovereign’s creditors should be able to attach central bank assets. Many have tried. But from another perspect...

Value Recovery Instruments: A Contrarian View We often turn to veteran sovereign debt lawyer Mark Stumpf to help us understand the intricacies and history of the sovereign debt markets. He joins us to discuss a recent IMF report on the use of contingent debt instruments. In particular, we discuss Value Recovery Instruments, such as separately-traded GDP warrants. One view of these instruments, whi...

Post-Colonial Odious Debt Talk of odious debt generally asks whether the populace must repay money borrowed by a corrupt former dictator. The assumption is that the people have overthrown a domestic despot. But what about money borrowed while under colonial rule? Discussions of odious debt generally overlook this scenario. In fact, it’s generally assumed that a newly-independent state cannot disav...

The Back Story of Iraq’s Debt Restructuring Iraq after Saddam Hussein had massive, patently unpayable debts. Creditors viewed Iraqi oil exports as a valuable potential source of recovery and were chomping at the bit to get paid. Yet in the end, there were few successful creditor lawsuits and the haircuts imposed in the restructuring were among the most brutal in sovereign debt history. How did thi...

What Does the U.S. Owe Haiti for La Navasse? Sovereign debt and guano go together like ... they go together well, okay? Bird poop was once so valuable as fertilizer that Peru used it as collateral for sovereign debt. It was so valuable that, in the 19th century, the United States and other countries simply claimed sovereignty over islands with guano deposits. The only real limit was that the islan...