Syndicated secured loans are characterised by a broad, changing
composition of lenders.
One key issue typically arises at the outset of these
transactions: how should lenders and their counsel structure the
security, to ensure it is legal and may be validly and efficiently
enforced?
Clearly, requiring each lender to sign a pledge agreement and/or
to register its security interest from time to time is sub-optimal.
Over the last several decades, various practical solutions were
developed on the Russian syndicated loan market. Initially, many
lenders and their counsel relied on so-called 'parallel
debt' clauses (the legality of which did not receive
significant attention of the courts). In 2013, Russian law was
amended to create the mechanism of a pledge manager (i.e., security
agent) acting in the interests of all lenders in the syndicate.
