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. We have some questions about the clause and doubt that in its current form it will gain widespread acceptance. Right now, it seems more symbol than substance — a way to metaphorically flip off the New York legislature.
Producer: Leanna Doty
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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. We have some questions about the clause and doubt that in its current form it will gain widespread acceptance. Right now, it seems more symbol than substance — a way to metaphorically flip off the New York legislature.
Producer: Leanna Doty
Ep 150 - Getting "J. Screwed" Sounds Better than Getting "Argentina'd" (ft. Andrew Kissner)
Clauses & Controversies
47 minutes 6 seconds
11 months ago
Ep 150 - Getting "J. Screwed" Sounds Better than Getting "Argentina'd" (ft. Andrew Kissner)
Getting "J. Screwed" Sounds Better than Getting "Argentina'd"
In the world of corporate debt, everyone seems to be talking about "Liability Management Exercises," where a borrower, with a subset of creditors, exploits loose loan covenants in ways that leave other creditors screaming mad. Even better, these LME techniques have clever names: "trap doors," getting "J. Screwed," etc. And while the worlds of sovereign and corporate debt don't overlap all that much, we wonder if litigation over LMEs can tell us anything about sovereign debt restructurings. Alas, we don't know much about corporate debt. Thankfully, Andrew Kissner (Morrison Foerster) joins us to dispel our confusion.
Producer: Leanna Doty
Clauses & Controversies
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. We have some questions about the clause and doubt that in its current form it will gain widespread acceptance. Right now, it seems more symbol than substance — a way to metaphorically flip off the New York legislature.
Producer: Leanna Doty
