Clauses & Controversies

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 OBBD/R (One Big Beautiful Default/Restructuring). What path might the brains trust take? And what about the option of taxing the treasury holdings of foreign governments, which the administration has already signaled its interest in? Producer: Leanna Doty

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 provision in a sovereign bond's Taxation section — we aren't sure how common, but it certainly isn't unique to Ukraine — that lets the issuer tax investors who have a connection to it other than simply holding its bonds. As written, this provision would allow Ukraine to impose a 100% tax on bond payments to Russia. This may not be what the drafters had in mind, and it opens the door to some unsavory tax shenanigans, but an Invasion Tax doesn't seem too objectionable. Also: "Whatever it takes" means "whatever it takes!" Except when it means something else. Producer: Leanna Doty

The hosts dive into the Trump administration's possible rescue of Argentina's economy, raising questions about political motivations. They explore the baffling nature of Argentina's negative pledge clauses in sovereign bonds, highlighting their lack of protection for bondholders. The discussion contrasts how these clauses differ from typical structures, pondering whether they represent drafting mistakes or clever legal design. Join the conversation as they unravel complex financial terms and speculate on the implications for market stability!

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 any taxes on bond payments, it must "gross up" payments to foreign investors, so the tax does not reduce their payments. Together, the two clauses usually immunize foreign investors from taxes imposed by the issuer but leave room for taxes imposed by the place of payment. Ukraine's bonds are different. They seem to leave room for Ukraine to impose its own "fiscal" law on payments. Arguably, they leave investors subject even to local laws that aren't fiscal in nature. Might this be a source of leverage for the country in its negotiations with GDP warrant holders, who have so far refused to make concessions in restructuring talks? Producer: Leanna Doty

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 the low price at which Greece says it is entitled to buy. Every side has lawyered up and claims the other side is acting unreasonably. We speculate wildly on what might actually be going on and what is likely to happen. Producer: Leanna Doty

The discussion dives into the aftermath of Russia's default and the implications of prescription clauses on sovereign bonds. Key questions arise about what constitutes a valid claim against Russia and the complexities of making legal requests in international contexts. The speakers tackle the tricky terrain of statutes of limitations and the impact of war on contractual obligations. They also examine the historical perspective of legal frameworks, highlighting investor challenges in navigating payment rights amidst geopolitical unrest.

Venezuelan debt recovery efforts unfold as funds attempt to enforce judgments, only to find themselves stuck in a bizarre legal loop. The podcast humorously dissects the absurdities of their situation. Moving to the U.S., a controversial proposal suggests unilaterally extending debt maturities, raising alarms about the Treasury's power. The conversation explores the critical importance of independent legal institutions for maintaining financial stability and investor confidence, alongside the ever-volatile dynamics of global governance.

Is There Any Law of State Succession? Syria, Ukraine and Greenland The law of state succession to obligations comes mostly from a different era, when war and conquest were legal and borders changed with some frequency. Today, we are faced with multiple situations where borders might change due to war. Does the law tell us what happens to the debts attributable to the acquired territory? And how do we translate legal rules that evolved in the 18th and 19th centuries into the modern era? Paul Stephan (Virginia), one of the foremost international law experts, joins us to discuss. Producer: Leanna Doty

What if Trump Discovers that Unpaid UK (and French) Debt From WWI? The current administration has tossed concepts such as “special relationships” with allies out the window. The administration seems willing to apply just about any leverage it has to obtain concessions from allies, including concessions that might reduce the US debt. Seen in that light, what will happen when Trump and the Musketeers discover that the UK and France have hundred-year old unpaid debts? With interest, that unpaid debt would now amount to a few trillion dollars. Enforcing these debts would be near impossible, except that the UK and France own a whole bunch of US Treasuries. Could the administration try to force a swap of those Treasuries into longer term obligations? Or try to use the US government's claims against the UK and France as a setoff, reducing payments on US debt held by those governments? Seems loony. But loony is normal these days. Producer: Leanna Doty

What Might a Syrian Debt Restructuring (Eventually) Look Like? There is little doubt that Syria needs to restructure its debt, among other reasons to pave the way for rebuilding after a long and brutal civil war. It strikes us as too early to envision what that process will look like, but we can identify some of the key issues. The country owes a lot to official creditors, especially Iran and Russia. Much of this was off-books and was used for the military or otherwise to support former President Bashar al-Assad's repressive regime. Not surprisingly, we are already hearing the term "odious debt" raised to suggest these debts need not be repaid; there may be a separate doctrine allowing repudiation of certain war-related debts. We talk about whether these (arguable) doctrines of international law have any relevance here and about the potential role of the U.S. in a debt restructuring. Producer: Leanna Doty