Executive Summary
- Jefferies International Ltd (UK) claims US$619,222.22 from Ashenden Finance SA (Switzerland) for purchase of Credit Suisse AG Perpetual Tier 1 Contingent Write Down Capital Notes ("the Notes") traded on 16 March 2023.
- UBS acquisition of Credit Suisse on 19 March 2023 triggered a regulatory Write-Down Event, cancelling the Notes before settlement.
- Jefferies contends Ashenden accepted risk of cancellation and is liable to pay.
- Ashenden challenges UK court jurisdiction and claims it acted as agent, not principal.
- Central legal issues: incorporation of Jefferies’ Terms of Business (including exclusive jurisdiction clause) and agency vs principal status.
- Judgment pending on jurisdiction, strike-out, and amendment applications.
Sanctions Highlights
- No sanctions implications identified in the case.
- The transaction and dispute involve Swiss and UK entities with US parent company, but no sanctions or embargoes affect the trade or parties.
Emerging Risks
- Risk of counterparty disputes arising from regulatory-triggered write-downs or cancellations of financial instruments.
- Ambiguity in agency vs principal roles increases litigation risk in cross-border financial trades.
- Potential for jurisdictional challenges in enforcing claims where exclusive jurisdiction clauses are contested.
- Regulatory interventions (e.g., forced write-downs) can disrupt settlement and create credit risk.
Geopolitical Impact
- UK courts asserting jurisdiction over Swiss financial institution due to contractual terms involving UK-regulated entity.
- Reflects ongoing legal interplay between UK and Swiss financial markets post-Brexit.
- US parent company involvement underscores transatlantic financial linkages.
- UBS acquisition of Credit Suisse (Swiss banking consolidation) has cross-border legal and financial repercussions.
Economic Intelligence
- The case highlights risks in trading contingent capital instruments subject to regulatory write-downs.
- Financial institutions must carefully assess counterparty risk and contractual protections in volatile market events.
- The dispute may influence market confidence in perpetual contingent capital notes issued by major banks.
- Legal costs and delays in cross-border enforcement may impact liquidity and capital allocation decisions.
Strategic Recommendations
- Financial firms should ensure clear contractual incorporation of terms, including jurisdiction and agency provisions.
- Conduct thorough due diligence on counterparties’ roles (agent vs principal) to mitigate enforcement risks.
- Monitor regulatory developments affecting contingent capital instruments to anticipate write-down triggers.
- Legal teams should prepare for jurisdictional challenges in cross-border disputes, leveraging exclusive jurisdiction clauses.
- Consider enhanced communication and notification protocols for material contract changes to avoid ambiguity.
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**Source Notes:**
*Sanctions Intelligence Digest* — [https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1441.html](https://empyreanprotocol.com/litigation/view/www.bailii.org/ew/cases/EWHC/Comm/2025/1441.html)