Debt restructuring, By RodrigoOlivares‐Caminal, RandallGuynn, AlanKornberg, EricMcLaughlin, SarahPaterson and DalvinderSingh (3rd edition) (2022, OUP, New York). lxviii and 809 pages, £250.00, ISBN: 978‐019‐28481‐0‐9

Debt restructuring is a complex business, sometimes under the framework of insolvency law and sometimes purely under contractual terms negotiated on a case-by-case basis by affected parties. Different from many books focusing on corporate debt reorganisation, this book is perhaps the first one covering debt rehabilitation of three types of debtors: ordinary businesses, financial institutions and sovereigns. Meanwhile, given the eminence of New York and London as the two major global debt restructuring centres, this book sheds much light on how the legislative and judicial infrastructures of these two cities support debt restructuring efforts. The insights presented in this book apparently result from the strong team of six authors, three of them (Professors Caminal, Paterson and Singh) being internationally recognised scholars, while the others (Guynn, Kornberg and McLaughlin) are top practitioners involved in many high-profile restructuring cases not only in New York and London but also globally. This book is well researched, with major case law cited, so as to ensure the reader is better informed. For example, when examining the powers conferred on the USA Federal Banking Resolution Authority, Professor Singh uses Colins v Yellen to elaborate on the details of resolution tools offered by US lawmakers, helping the reader to thoroughly appreciate the difference between the law on the books and the law in action. Apart from the research excellence of the three leading academic authors, the real-world guidance offered by the three outstanding practitioner authors is also highly recommendable. For example, in analysing the challenges of out-of-court work-outs in the United States, Kornberg addresses one significant legal technique in promoting a debt restructuring plan: targeting substantial creditors only; such advice is so valuable, since in reality for an out-of-court debt restructuring, seeking unanimous consent from all creditors is virtually impossible and is also unnecessary, while a debt restructuring effort can still succeed with the agreement of major consenting but substantial creditors, even if all small-claim creditors are not touched and are fully paid. The author generously shares his experience, offering much needed professional instruction. The book comprises three parts. Part 1 examines corporate debt restructuring in both the United States and United Kingdom. In particular, given that most debt restructurings are conducted quietly and out of court, informal debt restructurings are investigated in the equal force with formal court-involved ones. Aside from the mainstream debt restructuring mechanisms, such as Chapter 11 under the US Bankruptcy Code and administration and scheme of arrangement under English law, this part also stretches to the role of the UNCITRAL Model Law on Cross-border Insolvency in coordinating trans-national endeavours for debt restructurings, offering the reader a global perspective. Part 2 investigates the debt restructuring of financial institutions. Unlike debt distress encountered by ordinary businesses, the debt trouble facing a financial institution, notably a deposit-taking bank, will in most cases trigger a regulator-involved/controlled restructuring procedure due to public interest concerns and the contagious effects detrimental to a nation's financial stability. Sitting on various advisory committees of both the IMF and the World Bank, Professor Singh is in the most suitable position to present a comprehensive picture over how a special bank resolution/restructuring regime is conducted in both the United States and United Kingdom: for the US bank resolution/bankruptcy procedure, the (in)famous cases of both Fannie Mae and Freddie Mac are dissected to offer the reader an in-depth understanding; for the UK part, the reader can equally benefit from Professor Singh's erudition generated from his decades-long learning and research in this area. It is equally exciting to read Part 3 of this book specially probing how to restructure sovereign debt, given that many national governments borrow heavily on international financial markets. Handling a troubled sovereign debtor demands not only legal expertise, but also diplomatic skills, and sometimes the name-and-shame strategy may work more effectively. It is needless to say that, for a commercial lender, fighting the debtor which is a national government can be very challenging; most defaulting sovereign debtors are developing countries, whose rule of law and judicial integrity are usually questionable. In this part, Professor Caminal pays attention to the focal points of a sovereign debt restructuring, that is, governing law, jurisdiction and more important, if not the most important, state immunity. In particular, this part untangles where state immunity can be, explicitly or implicitly, deemed to be waived, with some key sovereign defaulters, such as Argentina, quoted to help the reader to grasp the nuances of reorganising sovereign debt. It is also amusing to read the catch-me-if-you-can enforcement evasion tactics perpetrated by a sovereign debtor, which dishonestly withdrew its central bank's deposits in New York prior to the default and even avoided its presidential airplane landing in any jurisdiction where a creditor-initiated judgment enforcement order took effect and could be executed. These stories are very funny, but for debt restructuring scholars/practitioners, it is essential to know this and to know how to take pre-emptive action in the interests of innocent creditors. It is fun to read the third part of this book. The success of this book is also evidenced by the fact that this is the third edition, which is a rare occurrence for a monograph. This edition expands a little by embracing debt restructuring of insurance firms, and a more notable addition is the analysis of some emergency debt restructuring legislation enacted in response to the global COVID pandemic in both the United Kingdom and the United States. This book is highly valuable for practitioners specialising in insolvency and financing. Debt restructuring, especially of financial institutions and sovereigns, is a significant legal service market, and most legislative and practical advice can be found in this book. For scholars working in the areas of financing and bankruptcy law, this book presents a unique angle to understand how debt restructuring is dealt with, in particular of financial firms and sovereign debtors. Postgraduates studying commercial law programmes will benefit tremendously from reading this book, since a global view of debt restructuring can be established through digesting most chapters of this book. This book contributes considerably to the scholarship of both financing and insolvency law, enriching the debates on how debt restructuring is conducted in leading jurisdictions. In future editions, it would be wonderful if more analysis could be added to the description of how the law is. For instance, in rescuing a failed bank, most national regulators often resort to a bridge bank approach, and this particular part of this book could be enormously strengthened if some bridge bank examples can be examined; in this regard, both the United States and the United Kingdom definitely have a rich source of relevant cases to feed the reader's appetite. Incidentally, it is surprising to see that there is no bibliography at the end of this book, which means that the reader cannot conveniently check whether some latest authorities were consulted when the third edition was prepared; it is unknown whether the publisher deliberately did so. Overall, nothing dents the high quality of this book.

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