OECD Arrangements
Revisions to the OECD Arrangement regarding down payments – good news for emerging market participants?
Sanctions
What are the consequences if a lender in a syndicated loan agreement is sanctioned?
Sustainability Linked Loans
A foot in the door and an eye on the exit plan
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Welcome.
We have been working in emerging markets for decades across multiple practices and regions, helping our clients to navigate the unique challenges and opportunities associated with doing business in different markets. Our work spans a wide range of jurisdictions, parties and products – one of the main reasons we enjoy the work so much. We decided to produce a quarterly newsletter focused on emerging markets towards the end of 2021. In the short time since then, the macro-economic landscape has changed dramatically. The war in Ukraine, stringent lockdowns in Shanghai and other Chinese cities, surging commodity prices and rapidly rising interest rates are all contributing to a very uncertain outlook for developing nations. These challenges mean that doing business in emerging markets is more challenging than ever, but they also mean that it is more important than ever to ensure that investors put themselves in the best position possible in terms of deal structures and terms. Yet despite these relatively new headwinds and challenges, some of which we discuss in this first edition, it is important that we do not lose sight of the importance of sustainability and ESG to almost all institutions and governments, including those operating in emerging markets. In this edition, we consider sustainability linked loans and the likelihood that we will see more of them in emerging markets. This first edition features articles from our lawyers in the EMEA region. In future editions, we will include contributions from colleagues in Asia and Latin America. If you have any questions about any of the articles, please do not hesitate to reach out to us.
Eye on Emerging Markets
Q1 2022 Edition One
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Eye on Emerging Markets | Q1 2022
Sustainability Linked Loans: a foot in the door and an eye on the exit plan
Since the 2015 Paris Agreement "sustainable finance" has become more and more prevalent. The phrase is used to describe a range of financial instruments which incentivise borrowers or issuers to invest and develop in a manner which takes environmental, social and/or governance ("ESG") considerations into respect.
Depending on the characteristics of the loan in question, a margin "penalty" may also be assigned for falling below a predetermined minimum SPT, whereby any previously achieved incentive is lost.
There are various "sustainable" financial products available, including sustainability-linked loans ("SLLs") . Before we consider issues specific to emerging markets, below is a summary of the main characteristics of SLLs generally: What? SLLs are loan instruments that incentivise the borrower's achievement of an ambitious predetermined sustainability performance objective. These objectives (also called sustainability performance targets ("SPTs")), are predetermined and measured by predefined key performance indicators ("KPIs"). Importantly, and contrary to green loans, SLLs do not determine the uses of proceeds, but rather take a more holistic approach to the borrower's business, seeking to incentivise and measure its improvement against the relevant, predetermined ESG targets. Meeting the predetermined SPTs results in a financial "reward" for the borrower, often by a reduction in the loan margin. Depending on the characteristics of the loan in question, a margin "penalty" may also be assigned for falling below a predetermined minimum SPT, whereby any previously achieved incentive is lost. How? Currently, there is no universal methodology surrounding the selection and measurement of KPIs. The Loan Markets Association ("LMA") published guidance on the topic, to provide clarity in particular, on the selection of KPIs, and calibration of their respective SPTs. KPIs The selection of KPIs needs to be performed bearing in mind the feasibility and availability of a verification process. KPIs can be bespoke to the borrower's business, referencing science, and/or externally determined against the industry's ESG standards. In all of these cases, KPIs need to be clearly defined in their scope and objective. Attention is drawn to the wider borrower and group's strategy, as well as to the specific calculation methodology used to measure them. KPIs can differ widely across industries, and when selecting KPIs borrowers should look at their existing reporting requirements, particularly if they are already employing external reviewers to measure them. For example, a mining company that is already obtaining an ESG rating from an independent provider, may seek to link its SLL to KPIs that it is already monitoring to improve its rating. Calibration of SPTs When discussing sustainable finance, it is important to address the elephant in the room: "greenwashing". The term is used to refer to unsubstantiated or misleading claims about the positive impact of a product, in this case SLLs. For this reason, it is important to set SPTs that are achievable, yet aspirational. This means that achieving the predetermined SPT should be part of the wider borrower's ESG plan, but also represent a material improvement from its current daily business operation. SPTs should be benchmarked, where possible, against industry standards or objectives clearly set out in international agreements (such as the Paris Agreement or the United Nations Sustainable Development Goals (SDGs)).
Written by Erica Arcudi
Severe controversy events and exit provisions KPIs and the associated SPTs cannot be taken in isolation from the borrower's wider ESG strategy and performance. For this reason, lenders are often keen to include provisions to address this, ensuring that the borrower will not be rewarded for reaching a predetermined SPT in circumstances where its overall ESG performance has been poor. So-called "severe controversy event" provisions allow lenders to suspend the SLL element of the transaction until maturity, if there is a significant event affecting the borrower, which has an adverse ESG impact (but is unrelated to the selected KPI). The margin will therefore no longer be adjusted by reference to the SPTs. Such concepts can sometimes work both ways, whereby borrowers can use them in the event of an acquisition, or other similar significant corporate event, to the extent that this results in the borrower's KPIs performance falling below the predetermined minimum SPTs. Conclusion When looking into sustainable financing, it is important to bear in mind the characteristics of the borrower in question. Different industries will have different KPIs, SPTs are dependent on the current position of the borrower, and measurements and reporting requirements need to take into account both existing processes and potential issues. Ultimately, when entering into SLLs, parties need to consider the overall business strategy of the borrower, its challenges, and unfulfilled potentials. We address some of these in an emerging markets context in the following article.
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Erica Arcudi Associate, London E: earcudi@mayerbrown.com T: +44 20 3130 3263
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Sustainability Linked Loans in Emerging Markets: challenges and unfulfilled potential
SLLs have become fully established in Europe and the United States in recent years. There has also been an uptick in deal volume in developing markets. For example, SLLs totalling more than USD 5 billion were arranged in 2021 in the Middle East and North Africa alone.
If a borrower group is spread across different jurisdictions, the measurement and reporting process becomes more complicated, and specific aspects might need to be introduced...
However, when you consider that more than USD 84 billion in SLLs and green loans were arranged globally in the first quarter of 2022 alone, we expect to see an increase in such deals in emerging markets. In our view, rather than slowing down this growth, recent volatility in commodity and energy prices, the war in Ukraine and increasing inflationary pressures make it even more likely that the appetite for SLLs in emerging markets will continue to grow. SLLs are attractive partly due to the fact that, rather than limiting the use of proceeds to sustainable projects (in the way that green loans do), SLLs contain no such limitations. Rather, they price to specific performance targets ("SPTs"), measured by predetermined KPIs, both of which can be selected in a flexible manner to suit particular businesses and countries and their current position on the ESG spectrum. Here we see how sovereign and state-owned borrowers, the heterogeneity of lending syndicates and measurement and verification create both challenges and opportunities for the use of SLLs in emerging markets. Sovereign and State-Owned Enterprises (SOEs) The types of borrowers in emerging market deals are diverse. A sovereign or a state-owned company will likely have different ESG considerations compared to a private company. Businesses operating in multiple sectors or geographies may have more difficulty in agreeing KPIs or SPTs. Clearly it is necessary to pay particular attention to the challenges faced by the borrower in question when structuring SLLs in emerging markets. Whilst we have represented the lenders on several green loans to sovereigns, not many sovereigns or SOEs have borrowed SLLs. Measuring the KPIs of a sovereign or an SOE, and its performance against predetermined SPTs, is a delicate matter. Unlike private companies, sovereigns and SOEs have to take into account political considerations as well as ESG-related and economic considerations. Although sovereigns in emerging markets have issued green bonds and borrowed green loans, Chile recently issued the world's first sovereign sustainability linked bond. The USD 2 billion bond was issued on 2 March 2022. The bond adheres to the Paris Agreement on climate change, including that the country emit no more than 95 metric tons of carbon dioxide and equivalent by 2030 and that 60% of electricity production be derived from renewable energy by 2032. It was heavily oversubscribed, showing that there is real investor demand for sustainability linked financings in emerging markets. One way of assessing a sovereign's ESG position and considering possible SPTs could be to consider its existing reporting. For example, SPTs could be set by looking at the countries' nationally determined contributions (NDCs) to the Paris Agreement. Finance parties Central banks and regulators have focused on climate change and the green economy more and more in recent years. Driven in part by commitments made in or around the 2015 Paris Agreement and the 2021 Glasgow Climate Pact and in conjunction with the framework provided by the United Nations Sustainable Development Goals, commercial banks have grown their sustainable financing capabilities in recent years. To date this has largely been deployed in developed markets, initially in the investment grade space and more recently in areas such as structure trade and commodity finance. However, in order for banks to lend the large amounts of sustainable finance that most have committed to in the next few years, deploying more SLLs in emerging markets is almost inevitable.
Multinational development banks ("MDBs") and private financial institutions alike have committed to moving their portfolios towards sustainable financial products. And whilst most export credit agencies ("ECAs") have traditionally underwritten a lot more oil and gas projects than renewable projects, many of them (including UK Export Finance) have now committed to no longer support fossil fuel projects overseas. SLLs can be one of several products to help to assist such market participants in these aims. Emerging markets funds have also been more and more active in this space. For example, a fund managed by Actis recently signed a USD 1.2 billion SLL which included a discount on the margin linked to the use of proceeds of the facility. The fund aims to invest in sustainable infrastructure projects which contribute to SDG 7 (affordable and clean energy). It is not solely a renewables fund and can, for example, invest in gas projects if the impact is deemed beneficial to the environment overall. If the facility is used for investment in an energy sector that mitigates climate change or in a country where energy access is limiting economic growth, or for an investment creating a new positive impact, then the interest rate will be lower. Measurement and verification If a borrower group is spread across different jurisdictions, the measurement and reporting process becomes more complicated, and specific aspects might need to be introduced in the calculation methodology to account for different verification standards across jurisdictions. Furthermore, it is recommended that KPIs (and a borrower's performance in connection with them) are publicly available and externally reviewed. Depending on the borrower and its industry, third party ESG linked ratings may not be readily available, and companies may be unwilling to undertake the potential associated cost of employing an external reviewer, if they do not have sufficient incentives to do so. Consequently, the measurement and verification process in emerging markets may initially need to rely on the borrower's internal reporting, which is never desirable from an audit perspective. Conclusion The appetite for sustainable financial products in emerging markets is clear. When structuring SLLs in emerging markets, an early dialogue between the lending and the borrowing entities over the potential issues and challenges will be important. This is particularly the case with respect to identifying appropriate KPIs and SPTs and the margin step-ups and/or step-downs. There are ways to provide for unexpected events in the underlying documents, and to allow for enough flexibility while simultaneously guarding against greenwashing. We expect that SLLs will be increasingly used in emerging markets in the coming years, and we look forward to deploying our experience of working on SLLs in the investment grade and structured trade and commodity finance markets there.
Unlike private companies, sovereigns and SOEs have to take into account political considerations as well as ESG-related and economic considerations.
In early November 2021, the Organisation for Economic Co-operation and Development ("OECD") announced that the Arrangement on Officially Supported Export Credits (the "OECD Arrangement") would be temporarily revised to reduce the downpayment required to be paid by sovereign borrowers, with a view to "easing fiscal pressure on low and middle-income countries and freeing resources in order to continue with priority projects.
...it's too early to tell the long term impact of the revision to the OECD Arrangement, but at least in the short term it offers a potential liquidity boost to sovereign borrowers in emerging markets.
For those unfamiliar with the OECD Arrangement, it is referred to as a "gentlemen's agreement" on the OECD website, and it places limitations on the financing terms and conditions to be applied in respect of financings supported by export credit agencies from the OECD Arrangement's participants (Australia, Canada, the European Union, Japan, Korea, New Zealand, Norway, Switzerland, Turkey, the United Kingdom and the United States). Put simply, the OECD Arrangement is the non-binding, but generally adhered to 'rules of the game' for export credit agency supported financings. Prior to its revision, the general position under the OECD Arrangement was that a purchaser of goods and services would be required to make a downpayment of at least 15 per cent. of the export contract value, with the remaining 85 per cent. being eligible for export credit agency supported financing. As a response to what the OECD referred to as a "market failure caused by the ongoing COVID-19 crisis", the OECD Arrangement was revised so that a downpayment of only 5 per cent. of the export contract value would be required for sovereign borrowers in emerging markets, provided that the transaction was guaranteed by a ministry of finance or central bank. The revision to the OECD Arrangement became effective on 5 November 2021, and is temporary. For a transaction to benefit from the relaxation in the downpayment requirement, an application for supported financing must be submitted to the relevant export credit agency prior to 4 November 2022, and the relevant export credit agency must have made a final commitment to the transaction within a further 18 months. Several months on from the revision to the OECD Arrangement becoming effective, there's cause for cautious optimism in terms of the liquidity related benefits a lower downpayment could yield for emerging market sovereign borrowers (although recent macro-economic events have made this even more challenging). It has long been a challenge in sub-Saharan African (as well as many other emerging markets) for certain sovereign borrowers to source 15 per cent. of an export contract's value in respect of large government projects, either out of cash or from commercial lending sources. Advocates of the revision to the OECD Arrangement have argued that a 5 per cent. downpayment is more achievable for a sovereign emerging market borrower, but yet remains a sufficient risk mitigant for export credit agencies involved in the transaction. The revision also means that 95 per cent. rather than 85 per cent. of the export contract's value can be covered by export credit supported financing, which typically has better terms (for example, a longer tenor and/or a lower interest rate) compared to its unsupported, commercial lending equivalent.
Written by David Fraher
It's important to add that not all market participants are in favour of the revision to the OECD Arrangement. Given the revision only became effective on 5 November 2021 in response to the COVID-19 crisis and emerging markets had been living with COVID-19 for almost two years by this point, some critics believe the temporary change is 'too little, too late'. In addition, certain commercial lenders initially argued that adequate market capacity remains in order to lend 15 per cent. on an uncovered basis for the originally required downpayment on competitive terms. From their perspective, the revision of the OECD Arrangement may crowd out what is a burgeoning market for downpayment financing, which may prove harmful in the long term once the revision to the OECD Arrangement is no longer in force. Nevertheless, recent increases in interest rates and commodity and energy prices have made the financing landscape even more challenging for borrowers in recent weeks, especially for countries who do not export such commodities (which includes many of the lower income countries in sub-Saharan Africa). For now, it's too early to tell the long term impact of the revision to the OECD Arrangement, but at least in the short term it offers a potential liquidity boost to sovereign borrowers in emerging markets committing to vital infrastructure projects and seeking to rebuild, which is especially welcome given current macro-economic headwinds which are not caused solely by the pandemic. It remains to be seen whether this revision will only be a temporary measure, or if it may ultimately lead to a permanent revision to the OECD Arrangement in one form or another.
David Fraher Senior Associate, London E: dfraher@mayerbrown.com T: +44 20 3130 3248
Everyone will be aware of the recent swathe of sanctions imposed by authorities in the European Union, the United Kingdom, the United States and other jurisdictions on various Russian banks (and banks outside of Russia which are owned or controlled by them).
Given the severe consequences that can arise for those not complying with all applicable sanctions, the apprehension that we have seen on loans involving any party which is subject to sanctions is understandable.
Taken together, these represent seismic legal changes, with new measures and targets being announced almost every week since late February. There has been extraordinary coordination between many sanctions authorities, but due to differences in their legal systems, as well as differing policy considerations, there is an array of overlapping but subtly different measures. Certain sanctions do not take effect immediately. For those that do, there sometimes exist general licences which allow certain transactions with certain otherwise sanctioned entities to continue. In particular, there are general wind-down licences which allow transactions that would otherwise be prohibited to be wound down by a certain date. As with other financial markets, participants in the syndicated loans market have found it difficult to keep up with developments. Given the severe consequences that can arise for those not complying with all applicable sanctions, the apprehension that we have seen on loans involving any party which is subject to sanctions is understandable. However, parties should proceed with caution given that a failure by a party to perform its obligations under a finance document may result in contractual claims against it, in particular if applicable sanctions do not in fact prohibit such performance. Most facility agreements will contain references to sanctions. However, these have historically tended to focus on the consequences of an obligor becoming a sanctioned entity or otherwise breaching sanctions. Few facility agreements expressly address the consequences of a finance party becoming subject to sanctions. We expect this to change going forward. This note does not detail the specific sanctions rules but rather highlights some issues that have arisen in the syndicated loans market where lenders have become subject to sanctions: If a borrower pays an amount to the agent of the lenders in accordance with the payment mechanics clause of the facilities agreement, in most cases it will have discharged its payment obligation in accordance with the terms of the contract. The fact that the facility agent is unable to pass on the portion of that amount that a sanctioned Lender would otherwise be entitled to, because sanctions prevent it from doing so, should not result in a payment event of default. The agent is the agent of the lenders not the borrower. Illegality mandatory prepayment – the LMA standard wording states that a lender's commitments will be cancelled, and utilisations owed to it will be prepaid, if "in any applicable jurisdiction it [is or] becomes unlawful for a Lender to perform any of its obligations… or to fund, issue or maintain its participation in a Utilisation…". Whether or not this provision is triggered with respect to a sanctioned Lender requires a careful fact-specific analysis but it is not necessarily triggered solely because a lender becomes subject to sanctions.
Written by Ashley McDermott
Defaulting lender – some deals contain the LMA's 'Defaulting Lender' wording. Whilst this does not expressly refer to a Lender being sanctioned, certain European subsidiaries of Russian banks (for example, Sberbank Europe AG in Austria and its subsidiaries in Croatia and Slovenia) have entered into bail-in proceedings which should result in them being a Defaulting Lender. Of course, the consequences of being a Defaulting Lender are usually disenfranchisement from voting and not being entitled to receive a commit ment fee, so this is not a complete solution but may be worth considering. Voluntary cancellation and prepayment – to the extent that a general licence permits the wind-down of existing transactions prior to a certain date, borrowers may be amenable to prepaying loans owed to, and cancelling the commitments of, sanctioned lenders within that wind-down period. However, to do so will usually require the consent of the other lenders in the deal. This is often a unanimous lender consent matter. Location and currencies involved – as noted above, the sanctions rules are not identical in all jurisdictions. As such, a careful fact-specific analysis is required for each transaction. It is important to analyse which sanctions apply and which may not apply. Agency role – where a sanctioned lender exists in a syndicate, it is often clear that the agent cannot process payments to or from that lender. However, the sanctions regimes are usually very broadly drafted, meaning that other, non-payment related agency functions (for example, processing an amendment or waiver request) may also be a breach of sanctions where sanctioned lenders remain in the transaction. Where the parties to any facilities agreement are now subject to sanctions, the parties should seek specialist external counsel advice as soon as possible, as well as the necessary internal sign-offs, before taking actions relating to such sanctioned entities. In some cases it will be necessary or advisable to notify, or even to obtain deal specific licences from, the relevant sanctions authorities. The consequences for failing to comply with sanctions are well documented and severe. Participants in the syndicated loans market should continue to proceed with caution.
Ashley McDermott Partner, London E: amcdermott@mayerbrown.com T: +44 20 3130 3120
Few facility agreements expressly address the consequences of a finance party becoming subject to sanctions.
Russia’s invasion of Ukraine has prompted many western companies to stage a mass commercial exodus from Russia, as businesses have decided that, even if they are not caught by sanctions, it is no longer appropriate or desirable to maintain a presence there.
The application of the doctrine of frustration is highly fact specific and tends only to apply in quite limited circumstances.
The winding up of commercial operations in a territory would, ordinarily, be a long and drawn out process. Typically this may involve a company having to run down and/or negotiate the early termination of its contracts and/or divest itself of its business in the territory. In the present circumstances however, there has simply not been time to work through the legal, commercial and strategic niceties that would usually apply. As a result, it is likely that many of the companies that have announced their withdrawal from Russia (or suspension of operations) have effectively ceased performing contractual obligations owed to Russian counterparties and/or unilaterally terminated their contracts. Most commercial contracts will specify the circumstances in which a contract can be terminated early, and an attempt to terminate outside those parameters is likely to be challenged, and could lead to a significant claim for damages, including for loss of profits from the full expected term of the contract. Businesses have been forced to rapidly weigh the risks of breach of contract against the moral and public pressure to exit. Although it is likely that it will be some time before such claims reach the English courts, we expect that defendants to such claims will need to give careful consideration when framing their defences, particularly in circumstances where the relevant contractual wording may not (on its face) work in their favour. We have considered the types of arguments that defendants may consider running, if they are faced with such claims. Force Majeure Where contractual performance is delayed or prevented by an event outside of the control of the contracting parties, a party may be able to rely on force majeure. Under English law, force majeure does not arise by implication or standalone doctrine (as it does in some other jurisdictions) and will only be relevant if the contract in question contains an express force majeure provision. The specific wording of that clause will then govern the scope of the right exercisable in defined circumstances. A force majeure clause typically suspends future performance of the contract (either in whole or in part) if the party seeking to rely on the clause can show that the act or event which has caused performance to be delayed or prevented is a “force majeure event” (as defined in the contract). Although it is commonplace for force majeure clauses to list “war” as a force majeure event, the relevant hurdle to overcome is whether it can be shown that the act of war has delayed or prevented performance. The position may be relatively straightforward in circumstances where (for example) a key plant or factory has been damaged or destroyed during the course of a war (such that the relevant goods can no longer be manufactured), but the position is less certain where the war is taking place in a third country – in this instance, Ukraine. Parties seeking to rely on force majeure would therefore need to consider how they intend to argue that performance of contractual obligations in Russia is being delayed or prevented by a war taking place in Ukraine. Parties should also carefully consider timely notification of force majeure in the context of their specific circumstances and any process required under their contract. Material Adverse Event ("MAE") or Material Adverse Change ("MAC") Such clauses are designed to protect parties against the risk that an unforeseen event or change materially adversely impacts one or more of the contracting parties and their ability to perform. Whether they will be of any assistance to parties in the current context will depend on the specific wording of any such clause in their contracts. Such clauses are rarely considered by the English courts and it may be difficult to take guidance from the cases where they have been, given the varied wording of the clauses and the highly specific factual circumstances in which they were exercised. However, it is rarely straightforward to establish that a MAE/MAC has occurred and parties should not assume it will apply in these circumstances.
Written by Jonathan Cohen, Mark Stefanini and Airlie Goodman
Frustration The doctrine of “frustration” allows a party to treat itself as discharged from its obligations and the contract as at an end if, through no fault of the parties, it is impossible (not merely more difficult or uneconomic) to perform its obligations or transforms the obligation to perform into a radically different obligation from that undertaken at the moment of entry into the contract. Parties should be prepared to demonstrate that all possible solutions have been considered and found to be unworkable. The application of the doctrine of frustration is highly fact specific and tends only to apply in quite limited circumstances. Whether and in what circumstances the courts would accept that the impact of the Russian invasion of Ukraine on the performance of the contract is sufficient is unclear. Parties should therefore exercise caution in seeking to rely on this doctrine. Illegality Illegality may arise where the performance of a contract becomes unlawful as a consequence of a supervening change in the law or as a result of a supervening change of circumstance which renders a previous lawful contract unlawful. This may be relevant where, for example, a company has agreed to supply goods into Russia which have since become subject to UK and/or international sanctions – meaning that the contract can only now be performed by committing an illegal act. Section 44 of the Sanctions and Anti-Money Laundering Act 2018 Pursuant to Section 44 of the Sanctions and Anti-Money Laundering Act 2018, a party will not be liable in respect of any civil proceedings in relation to an act or omission done in the reasonable belief that the act or omission is in compliance with sanctions regulations. This provision is as yet untested. The essential element of this defence is whether or not a party can show that it reasonably believed that it was acting in compliance with the applicable sanctions regulations. This will likely depend on the nature of the contract in question (specifically the obligations to be performed under the contract), the relative sophistication of the party seeking to rely on this provision, and the basis upon which that party believed that the obligations could no longer be performed as a result of sanctions regulations. Parties considering availing themselves of this protection should be prepared to both: (i) demonstrate that the belief was held at the relevant time; and (ii) support the assertion that it was reasonable. Section 44 of the Sanctions and Anti-Money Laundering Act 2018 At this stage, we do not yet know whether there will (in due course) be an influx of English law governed damages claims brought by Russian-based entities against companies which have withdrawn from Russia. The risk of such claims arising cannot, however, be discounted. It is also difficult to predict whether or not the English courts will (if faced with such claims) take a sympathetic view with regard to the types of arguments we have set out above – particularly given the specific circumstances in which the claims arise. The question of whether or not such defences are likely to succeed will depend on the specific facts of each case, and the arguments that can be made in support of the relevant defence(s). In order to minimise the risk that such claims do arise in the English courts, as part of any withdrawal strategy, parties will need to ensure that they take advantage of any contractual or other rights they may have that may assist in framing their defences so as to seek to provide a court with a credible route through which to arrive at “the right decision”, without offending basic and well-established principles of English contract law.
Airlie Goodman Partner, London E: agoodman@mayerbrown.com T: +44 20 3130 3422
A force majeure clause typically suspends future performance of the contract (either in whole or in part) if the party seeking to rely on the clause can show that the act or event...
Mark Stefanini Partner, London E: mstefanini@mayerbrown.com T: +44 20 3130 3704
Jonathan Cohen Senior Associate, London E: jcohen@mayerbrown.com T: +44 20 3130 3536
