PODCAST · education
Clauses & Controversies
by Mitu Gulati & Mark Weidemaier
Clauses and Controversies: A Podcast about International Finance, Contract Clauses and the Controversies Surrounding These Clauses
Episodes
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Ep 182 - The Amazing and Surreal Story of Puerto Rico’s Debt Restructuring (ft. David Skeel)
The Amazing and Surreal Story of Puerto Rico’s Debt Restructuring Today’s podcast is about a wonderful new book, Promise Land. It is an insider’s tale of one of the most complicated sovereign debt restructurings ever. Puerto Rico is a former colony that has never been given a full voice in…
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Ep 181 - Are Sanctions on Venezuela Still Justified?
Are Sanctions on Venezuela Still Justified? The United States has had sanctions on Venezuela for many years now. The Executive Branch has broad authority to impose sanctions on foreign nations. Basically, there has to be a perception of some foreign threat to the security of the United States.…
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Ep 180 - Bonds Yields and Elections (ft. Layna Mosley)
Bonds Yields and Elections November is not that far away and the rates of U.S. Treasuries are rising. The Treasury Secretary is trying various strategies (perhaps, with November in mind) to juice the markets and get rates down, but they are not working all that well. What’s going on? What is the...
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Ep 179 - Ethiopia’s Value Recovery Instruments
Ethiopia’s Value Recovery Instruments Value recovery instruments are a great idea in theory and a disaster in practice. The idea is to let investors share in the upside of a country’s recovery. But governments rarely want to pay and the instruments quickly migrate into the hands of investors with...
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Ep 178 - $240 Billion?!
$240 Billion?! Venezuela's debt is purportedly $240 billion, larger than previous estimates by far. What gives? Is this a way to signal to investors that they should be prepared to take larger-than-expected haircuts? Or, maybe more likely, a signal that favored creditors — insiders? oil majors? —...
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Ep 177 - Is it Finally Time to Restructure Venezuela’s Debt?
Is it Finally Time to Restructure Venezuela’s Debt? Ever since Venezuela was allowed to hire advisors on its debt restructuring, rumors have been swirling about whether the restructuring might be attempted even before an IMF Debt Sustainability Analysis. Such a scenario is plausible, given the...
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Ep 176 - 1917 Tsarist Bonds
1917 Tsarist Bonds We know we promised to talk about Venezuela. But we got distracted by a filing in the district courts in DC. A claim for payment on Tsarist bonds from 1917, being made in 2026. How could we pass that up? We also confess to being intrigued that the lawyers for Russia have asked...
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Ep 175 - The Most Amazing Revolution
The Most Amazing Revolution In spring 1917, the United States government lent money to the new Provisional Government in Russia, which had promised both domestic reform and to maintain the fight against Germany. Within a few short months, the Bolsheviks took over and repudiated all prior...
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Ep 174 - Something Black in the Lentils
Something Black in the Lentils: We are back with our favorite type of podcast — speculation about legal implications built around facts that are constructed entirely from rumor and innuendo. Weird stuff is going on with the Senegalese yield curve. And we wonder whether the weirdness might relate…
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Ep 173 - Foreign Civil War Entanglements
Foreign Civil War Entanglements Over the years, the U.S. has supported the losing side in numerous foreign civil wars. It has emerged from these entanglements as both a debtor and a creditor. In each case, the U.S. government's formal position has been clear: the post-civil war government…
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Ep 172 - If Only YPF’s Bylaws Had Been Governed by Texas Law
If Only YPF’s Bylaws Had Been Governed by Texas Law And… poof! The sound of a $16 billion judgment going up in smoke. We talk about the Second Circuit’s decision in the YPF case, which we read largely as a way to make an excessively large judgment disappear without ruling on any difficult (and...
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Ep 171 - The $500 Million American “Financial Aid” to China
The $500 Million American “Financial Aid” to China In 1942, the Americans provided $500 million in financial aid to Chiang Kai-shek’s Nationalist government in China. Described as a “financial counterpart” to Lend-Lease aid, the credit — intended to help stabilize the Chinese economy and support...
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Ep 170 - Ethiopia and Senegal: Debt Shenanigans?
Ethiopia and Senegal: Debt Shenanigans? A set of recent articles in the FT by sovereign debt guru Joseph Cotterill suggest to us (reading between the lines) debt shenanigans in both Ethiopia and Senegal. We can’t figure out exactly what is going on in these two cases, but there is enough there…
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Ep 169 - Can We Say Anything Meaningful About a Venezuelan Debt Restructuring?
Can We Say Anything Meaningful About a Venezuelan Debt Restructuring? Venezuela must restructure its debt if it, and its new "friends" in Washington DC, want the economy humming again. But how? The debt stock is enormous and the range of claims so vast that normal techniques are unlikely to work....
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Ep 168 - Are CACs Unilateral Modification Clauses?
Are CACs Unilateral Modification Clauses? We have always understood the collective action clause (CAC) in a sovereign bond to allow the bond issuer to propose a modification to the bond, which will bind everyone if approved by the requisite proportion of holders. Typically the sovereign is...
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Ep 167 - Will the Flip Clause Enter the Canon?
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…
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Ep 166 - Imperial (Defaulted) Chinese Bonds (Again)
Imperial (Defaulted) Chinese Bonds (Again) Yes, one of us might have sworn up and down that we would never do another episode about defaulted Imperial Chinese bonds. But a brand new case out of the DC federal courts has changed our minds. The case got the back of the hand from the district judge,...
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Ep 165 - Total Return Swaps
Total Return Swaps There have been reports in the financial press about the use of Total Return Swaps to provide credit to governments (e.g., Angola), often in situations where the government can't otherwise borrow on capital markets. As best we understand them (i.e., badly) these are derivatives...
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Ep 164 - Cambodia’s “Dirty Debts” to the US — Redux
Cambodia’s “Dirty Debts” to the US — Redux In the 1970s, the US allowed Cambodia to finance the importation of rice and other agricultural commodities. The debt remains unpaid. One version of this story is that successor Cambodian governments have refused to pay these “dirty” debts. In this...
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Ep 163 - What if POTUS wanted an OBBD?
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...
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Ep 162 - The Invasion Tax
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...
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Ep 161 - Argentina Again
Argentina Again The Trump administration says it will do “whatever it takes” to rescue the Argentine peso and bond yields, saving buddy Javier Milei from electoral disaster. We do not think the U.S. Treasury can simply dole out money to Milei. If the administration does not want to go to Congress...
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Ep 160 - Ukraine's Expansive "Fiscal Laws" Clause
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…
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Ep 159 - The Greek GDP Warrant Drama
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,...
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Ep 158 - Some Questions, Now That it's About 3 Years Since Russia’s Default
Some Questions, Now That it's About 3 Years Since Russia’s Default It has now been around 3 years since Russia’s invasion of Ukraine, which prompted EU and US sanctions and a default on Russia’s external bonds. The prescription clause in these bonds says that Russia’s obligations become void…
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Ep 157 - Sovereign Debt Odd & Ends
Sovereign Debt Odd & Ends An odds and ends podcast about unrelated sovereign debt topics. First up, Venezuela. Most investors have been sitting around waiting for an eventual restructuring and lifting of US sanctions. But a handful of funds sued early, got judgments, and have spent years trying...
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Ep 156 - Is There Any Law of State Succession? (ft. Paul Stephan)
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...
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Ep 155 - What if Trump Discovers that Unpaid UK (and French) Debt From WWI?
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...
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Ep 154 - What Might a Syrian Debt Restructuring (Eventually) Look Like?
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...
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Ep 153 - User Fees on the US Treasury Strategic Gold Crypto Reserve
User Fees on the US Treasury Strategic Gold Crypto Reserve Trump plans to reduce the US debt. We are missing some of the steps, but here are the ones we have identified so far: 1. Golden passports 2. Tariffs 3. Maybe not tariffs 4. Okay, tariffs 5. Something about gold 6. User fee on treasuries…
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Ep 152 - Why Do We Care Who is Behind HRB’s Sri Lankan Lawsuit?
Why Do We Care Who is Behind HRB’s Sri Lankan Lawsuit? The Hamilton Bank litigation against Sri Lanka appears to be reaching the end. Or is it? The stays that were granted during restructuring talks have implications for future sovereign debt restructurings, we think. Especially Venezuela’s...
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Ep 151 - Greece’s (Ratings) Rise – Wow, but also How? (ft. Sarah Carlson & Elena Duggar)
Greece’s (Ratings) Rise From the Ashes – Wow, but also How? We study sovereign restructurings, which means we primarily study countries going into and struggling to get out of crisis. Serial defaulters such as Argentina and Ecuador are frequent topics on our podcasts. And given how bad things…
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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...
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Ep 149 - Is Sri Lanka’s Loss Reinstatement Provision a Penalty?
Is Sri Lanka’s Loss Reinstatement Provision a Penalty? Two of our favorite things to talk about are innovative contract clauses and ancient illogical contract doctrines that unexpectedly bite in the ass. A few weeks ago, we walked through the Loss Reinstatement provisions for Ghana and Zambia. We...
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Ep 148 - Sri Lanka's New MFC Clause — Have "Contorts" Arrived in Sovereign Debt?
Sri Lanka's New MFC Clause — Have "Contorts" Arrived in Sovereign Debt? The doctrine of tortious interference with contracts is one of several that sits at the intersection of tort and contract law. These "contorts" confuse law students — lawyers and law professors too! — but can be important in...
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Ep 147 - YPF and Argentina’s Contributions to International Law (ft. Paul Stephan)
YPF and Argentina’s Contributions to International Law Argentina owes over $16 billion in connection with its nationalization of state oil company YPF. A federal judge in the Southern District of New York is considering whether to order Argentina to hand over its shares in YPF — technically…
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Ep 146 - The Penalty Doctrine in Contract Law
The Penalty Doctrine in Contract Law We've never been fans of the contract law rule against penalties. Why can't parties (sophisticated ones at least) agree to suffer a penalty in the event of breach? We’d ordinarily avoid this topic, because the doctrine makes little sense and the issue doesn’t...
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Ep 145 - A New Competition For Law (and Jurisdiction)?
A New Competition For Law (and Jurisdiction)? Jurisdictions famously compete for businesses to use their corporate law. Less discussed is the competition for having one’s law chosen to govern contracts. But it happens. Sovereign debt lawyers in England and New York can, if they have a few drinks…
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Ep 144 - An Execution Sale is Not a Receivership. (Right?) (ft. Nate Oman)
An Execution Sale is Not a Receivership. (Right?) Creditors of Venezuela and PDVSA, its state oil company, have forced an execution sale of PDVSA's only US asset – which happens to be the ultimate parent company of CITGO. The federal judge overseeing the process has tried to keep things orderly,...
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Ep 143 - Hamilton Bank v. Sri Lanka: What the $@#$ ?
Hamilton Bank v. Sri Lanka: What the $@#$ ? Accusations that Hamilton Bank is a giant fraudster stealing depositor funds, bizarro requests from Hamilton to the court that other creditors be constrained in using their contract rights against it, an amicus intervention in the case to say nothing at...
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Ep 142 - Zambia’s Restructuring: A Post-Mortem (ft. Theo Maret)
Zambia’s Restructuring: A Post-Mortem Zambia’s recently concluded restructuring seemed to drag on forever, debilitated by conflicts among the various creditor groups. Why did these different groups think the others were being unreasonable in their demands? And what can we learn from what…
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Ep 141 - The Champerty Show
The Champerty Show Ah, Champerty. Perpetual runner-up, to the doctrine of consideration, in the Stupidest Legal Rule pageant. Why do directly (e.g., via the abuse of process claim) what you can do clumsily and indirectly (by limiting an injured party’s access to finance)? But what do we know?...
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Ep 140 - IMF Rescues Pakistan From the Brink of Default (Again) (ft. Zohra Ahmed)
IMF Rescues Pakistan From the Brink of Default (Again) Pakistan looks to be in the process of finalizing yet another IMF program. Yet again, it has been rescued from the brink of default with a bailout justified by some heroic assumptions about how a state of sustainability will magically...
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Ep 139 - A Better Way to Freeze (and Seize?) Russian Assets? (ft. Oona Hathaway)
A Better Way to Freeze (and Seize?) Russian Assets? Ever since Russia invaded Ukraine in 2022, there has been talk of what international law doctrines might be utilized to induce Russia to back off. One of those doctrines that has been whispered about is now, thanks to a wonderful new article by...
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Ep 138 - Cambodia’s Debts to the US: How “Dirty” Are They? (ft. Randle DeFalco)
Cambodia’s Debts to the US: How “Dirty” Are They? Roughly a half century ago, in the 1970s, the US infamously bombed Cambodia. Less known is that the US, through a “Food for Peace” program, made a series of loans to the somewhat dodgy government of General Lon Nol. The loans were made, at least…
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Ep 137 - Ukraine's Preliminary Debt Restructuring Deal (ft. Joseph Cotterill)
Ukraine's Preliminary Debt Restructuring Deal Ukraine reportedly has reached terms with a subset of its bondholders, agreeing to restructure the country's roughly $24 billion in bond debt. What to make of the deal? It seems (to our view) to be premised on the IMF's entirely unrealistic…
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Ep 136 - Tortious Interference and Inter-Creditor Duties (ft. Andrew Wilkinson)
Tortious Interference and Inter-Creditor Duties Creditors in sovereign debt restructurings often complain about other creditors. And creditors often try to limit what other creditors get (at least indirectly, via most favored nations clauses, comparability of treatment, etc.). Can these efforts...
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Ep 135 - El Salvador’s Warrants: Bukele’s Folly? (ft. Ben Heller)
El Salvador’s Warrants: Bukele’s Folly? El Salvador has issued a new bond, using part of the proceeds to buy back some bonds that mature in the relatively near term. The issuance includes a detachable warrant that pays up to an additional 4% if El Salvador does not get an IMF program in place…
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Ep 134 - The Latest in the Argentine GDP Warrant Saga: Drafting Goof or Sneaky Drafting?
The Latest in the Argentine GDP Warrant Saga: Drafting Goof or Sneaky Drafting? There are so many intriguing aspects of the latest installment of the Argentine GDP Warrant Saga. This time, from Judge Preska in the SDNY, Argentina scores a big, and for us, totally unexpected victory. Argentina’s...
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Ep 133 - Lessons from the 1980s Debt Crisis (ft. Jerome Sgard)
Lessons from the 1980s Debt Crisis The 1980s debt crisis began in Mexico and engulfed countries around the world, leading, via the Brady Plan, to the revival of the bond markets. Beyond that, we confess to relatively little knowledge about this fundamental episode in sovereign debt history. For…
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ABOUT THIS SHOW
Clauses and Controversies: A Podcast about International Finance, Contract Clauses and the Controversies Surrounding These Clauses
HOSTED BY
Mitu Gulati & Mark Weidemaier
CATEGORIES
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Clauses & Controversies currently has 181 episodes available on PodParley. New episodes are automatically indexed when they're published to the podcast feed.
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Clauses and Controversies: A Podcast about International Finance, Contract Clauses and the Controversies Surrounding These Clauses
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Clauses & Controversies publishes regularly with 181 episodes available. Check the episode list for the typical release schedule.
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Clauses & Controversies is created and hosted by Mitu Gulati & Mark Weidemaier.
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