Ms Dora Mace-Kokota
Partner and Global Head, Maritime, Trade and Offshore

Dora specialises in maritime and offshore finance, including ECA-backed finance transactions, sale and purchase, leasing, joint ventures, shipbuilding contracts, ship registration matters, secondary trade transactions, restructuring and enforcement.

She acts for a broad range of international banks and other financial institutions, including export credit agencies as well as major ship owners and shipyards in relation to all types of vessels. Dora is instructed regularly, if not exclusively, by several leading international financial institutions in the context of major syndicated, club and other deals concerning financings made available to one of the largest operators of vessels in the world, one of the largest shipowners in the world and one of the largest providers of critical infrastructure assets to the offshore energy industry.

Dora has contributed to the leading ship finance industry handbook, Shipping Finance, the eBook Maritime Decarbonization and the UK Chapter of The International Shipping Finance & Law Review 2025.

Mr Ian Mace
Partner and Global Head of Maritime, Trade and Offshore Finance

Ian is an expert in the asset finance sector, specialising in ship, offshore and superyacht finance. Ian is recognised in Legal 500 UK as a leading individual and in Chambers UK as a notable practitioner.

Ian has a wealth of experience in complex financing structures, including export credit backed new building financings, financing of receivables pursuant to pool agreement, seller’s credit transactions, Islamic financings and sale and lease back transactions. He has also advised several high-profile financial institutions in the disposal and acquisition of loan portfolios, in the restructuring of financings in varying stages of distress and during enforcement action (including the arrest and auction of vessels in a number of jurisdictions).

Ian acts for a mixture of financial institutions, ship-owners and operators, joint ventures, funds, private equity groups and shipbuilders, which allows him to anticipate the issues that his counterparts will raise and enable him to offer commercial solutions.

Mr Peter Theochari
Partner

Peter is an asset finance partner with a focus on the maritime and aviation sectors. He advises a wide range of clients including banks, other financial institutions, structured investment platforms, ECAs and owners, with a focus on complex, cross-border financing, chartering, leasing, the trading of transportation assets, and secondary debt trading.

Peter has worked on some of the most complicated and innovative asset finance transactions in the market, with a particular focus on “big ticket” multi-jurisdiction financings for some of the world’s most prominent financial institutions.

Peter has significant experience of the disposal of ships and aircraft, sale and lease backs, operating and finance leasing, and the repackaging of maritime and aviation assets. Further, Peter has worked on numerous distressed asset scenarios including insolvencies, enforcements, repossessions, settlements and restructurings, and has experience of the full life cycle of both maritime and aviation assets.

Key developments & the latest trends in the UK – from a legal perspective

This Chapter sets out the key developments and trends in the maritime finance market during the first half of 2025 from an English law perspective.

Impact of USTR on English law sale and leaseback transactions¹Further reading: Update on USTR – US to implement substantial fees on vessels calling at US ports.

On 17 April 2025, the Office of the United States Trade Representative (“USTR”) issued a detailed Notice of Action and Proposed Action (the “Notice”) to counteract China’s support to the maritime, logistics and shipbuilding sectors. These proposals include the imposition of significant additional fees on Chinese-owned, -operated and/or -built vessels calling at US ports.

From a maritime finance perspective, the Notice has already affected the Chinese lease financing market and is expected to continue to do so because it defines “Chinese Vessel Operators” and “Vessel owners of China” broadly. The Notice targets (a) entities incorporated in the PRC, Hong Kong, or Macau, (b) entities whose headquarters, parent entity’s headquarters, or parent entity’s principal place of business are in the PRC, Hong Kong, or Macau and (c) entities owned by, controlled by, or subject to the jurisdiction or direction of the PRC, Hong Kong, or Macau (including when such entities directly or indirectly hold 25% or more of the voting rights, board seats, or equity interest in a company). This appears to mean that such fees would be charged in respect of certain vessels that call to US ports that are financed through sale and leaseback where the registered owner is a SPV controlled by a PRC leasing company.

This has created uncertainty amongst certain potential lessees and a hesitation to enter into new sale and leaseback transactions involving PRC leasing companies. Some potential lessees are preferring to wait and see what the final USTR measures will be once they come into force in late 2025. Certain existing lessees have already taken vessels out of their Chinese leases by exercising the purchase options early and refinancing such leases by taking advantage of the current very competitive bank lending market with traditional bank debt. Other potential lessees are choosing to utilise capital made available by private credit platforms which, through back-leveraging arrangements with banks, can offer very competitive pricing and leverage. However, in the longer term, it is expected that the market will settle, confidence will return and PRC lessors will find new ways to invest in the maritime finance market as the terms of such lease financing arrangements will no doubt continue to appeal to ship operators with vessels which call at US ports.

Decarbonisation and transition finance

Decarbonisation remains at the forefront of many financiers’ assessment criteria for new financings. While the amount of new green, sustainability-linked, or transition finance English law loan agreements²Refer to International Shipping Finance & Law Review 2024/25 for more details on these types of loans. has not dramatically increased during the first half of 2025, the appetite for financings to expand the lifespan of existing vessels (e.g. retrofit projects such as adding air lubrication, making changes in paint, or installing wind sail technology) or to support the use of alternative fuel technologies on vessels is growing. In March 2025, the LMA published some guidelines on the impacts of greenwashing for the loan market and it is expected to publish Transition Loan Principles later in 2025.

Other developments in this sphere relate to the EU Monitoring and Verification Regulation (“EU MRV”) and Fuel EU Maritime (“FuelEU”). From 1 January 2025, the scope of the EU MRV expanded to offshore and other vessels over 400 GT which call at European Union ports.³Refer to International Shipping Finance & Law Review 2024/25 for more details on EU MRV. From the same date, FuelEU requires ship owners and operators of vessels over 5,000 GT which call at a port within the EU (regardless of their flag) to (a) calculate the yearly greenhouse gas intensity of the energy they use for these vessels, (b) comply with new regulatory limits on intensity which reduce incrementally between 2025 and 2050 as against the baseline set out in FuelEU and (c) pay fixed (and significant) penalties where the limits are exceeded.

From an English law perspective, these new regulatory and financial burdens have translated into a need for additional provisions in English law charterparties, ship management agreements, lease documents and sale and purchase agreements. A few lenders have also decided to incorporate specific covenants in their loan agreements when the vessels financed are to trade in the EU, though other lenders are comfortable relying on their borrowers’ general covenants to comply with all applicable laws to ensure compliance with EU MRV and FuelEU. On occasions, some bespoke provisions are also added in manager’s undertakings when the manager is the ISM company, and so responsible for compliance with FuelEU.⁴Further reading: Maritime decarbonisation: five questions for 2025.

2025 will also see the end of the first full compliance cycle for the EU Emissions Trading Scheme (“EU ETS”) for the maritime sector, which entered into force on 1 January 2024 and requires ship owners and operators to pay for emissions produced by vessels over 5,000 GT which call at European Union ports (regardless of their flag).⁵Refer to International Shipping Finance & Law Review 2024/25 for more details on EU ETS. It remains to be seen what learnings will emerge from the final step of the cycle (the surrender of EU allowances) and whether these will give rise to a need to revisit and improve contractual clauses and compliance regimes. In any event, the UK government’s outlining of key provisions for a UK ETS for maritime, due to come into force in 2026, is likely to instigate such reviews.

Standardisation of ship recycling covenants

Many maritime finance lenders have devised internal ship recycling standards to promote responsible ship recycling and minimise the dangers associated with hazardous materials onboard ships. For example, most major European banks apply the Responsible Ship Recycling Standards (“RSRS”) to their financings. The RSRS were driven by the fact that in the European Union and the United Kingdom, some of the provisions of the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”) have been mandatory for some years. In addition, the EU Regulation (EU) 1257/2013 on Ship Recycling has already become a mandatory part of maritime documentation for seagoing ships flying the flag of an EU country.

On 26 June 2025, the Hong Kong Convention entered into force at an international level following the ratification by Bangladesh and Liberia.⁶The requirements for the Hong Kong Convention’s entry into force were that there should be at least 15 contracting states representing more than 40% of the world’s merchant shipping by gross tonnage and ship recycling capacity of not less than 3% of the gross tonnage of the combined merchant shipping. At the time of writing, the 22 contracting states are: Bangladesh, Belgium, the Republic of the Congo, Croatia, Denmark, Estonia, France, Germany, Ghana, India, Japan, Liberia, Luxembourg, Malta, the Kingdom of the Netherlands, Norway, Panama, Portugal, São Tomé and Príncipe, Serbia, Spain and Turkey. These represent approximately 45.81% of the gross tonnage of the world’s merchant shipping and their combined annual ship recycling volume during the preceding 10 years represents 3.31% of the required recycling volume. It is therefore expected that all English law loan agreements financing or refinancing a ship flagged in a state which has ratified the Hong Kong Convention will now include a ship recycling covenant, if they do not already do so. Such a covenant requires the ship owner to (a) prepare and maintain an Inventory of Hazardous Material on board its ship and (b) maintain a sustainable and socially responsible policy to dismantle its ship in accordance with the Hong Kong Convention.

Specific references to Basel IV in increased costs provi­sions

In our 2024/2025 chapter,⁷International Shipping Finance & Law Review 2024/25. we explained the impact of Basel IV on lending. As a reminder, the deadline for all eurozone banks to implement Basel IV was 1 January 2025, while in the United Kingdom, the rules were introduced from 1 July 2025 and will be phased in over 4.5 years to ensure full implementation by 1 January 2030.

Since those implementations, an increasing number of banks are including express references to Basel IV and the relevant European Union and UK implementing legislation (CRD V and CRD VI) in the increased costs indemnity of their English law loan agreements, despite the fact that the Loan Market Association has not updated its templates, presumably on the basis that, as Basel IV is an amendment to Basel III, it is already covered by paragraph (c) of the definition of Basel III of all LMA Facility Agreement templates.

Entry into force of the Hague Convention 2019 and impact on jurisdiction clauses⁸For further reading: Hague 2019: The countdown to 1 July 2025 – What you need to know – Lexology.

When the United Kingdom left the European Union, it lost the benefit of the EU regimes relating to the recognition and enforcement of judgments. Until then, maritime finance lenders often preferred using “asymmetric” jurisdiction clauses in their English law documents. Under an asymmetric jurisdiction clause, one party (typically the borrower) submits to the exclusive jurisdiction of one court, whilst the other party (typically the lender) has a choice of jurisdictions in which to bring proceedings.

The Hague Convention on Choice of Court Agreements 2005 (“Hague 2005”), to which the UK is a signatory (together with the EU Member States, Mexico, Montenegro, Singapore, Switzerland, Albania, the Republic of Moldova and North Macedonia and Bahrain), offered a partial solution because it provides for recognition and enforcement of two-way exclusive jurisdiction clauses. However, asymmetric jurisdiction clauses are not in the scope of Hague 2005.

On 1 July 2025 the Hague Convention on the Recognition and Enforcement of Foreign Judgments 2019 (“Hague 2019”) came into force in the UK. Participating states (which include all EU Member States (excluding Denmark), Ukraine and Uruguay) must recognise and enforce English judgments so long as one of the jurisdictional filters under Article 5 of Hague 2019 applies, including judgments given by a court designated under a non-exclusive jurisdiction clause (which would include an asymmetric jurisdiction clause).

However, while this provides maritime finance lenders with some comfort when it comes to the enforcement of English judgments given on the basis of an asymmetric clause, it does not eliminate the uncertainty as to whether an EU court, seized by a borrower in a dispute regarding an apparent breach of the exclusive element of an English asymmetric clause, could stay its proceedings or decline jurisdiction in favour of the English courts.⁹In a 2025 decision (Societa Italiana Lastre SpA v Agora, Case C-537/23), the CJEU ruled that that the validity of asymmetric jurisdiction clauses is to be assessed in the light of the autonomous rules of Article 25 of Brussels Recast (rather than Member States’ national laws) and confirmed their validity only where the clause can be interpreted as designating courts of the EU or a country that has acceded to the Lugano Convention 2007.

Therefore, in practice, when it comes to choosing the best jurisdiction clause for English law maritime finance documents, the post-Brexit approach is unlikely to change. For loan agreements and guarantees, this will depend on where the borrower or guarantor is incorporated or from where it operates. If this is in/from a Hague 2005 participating state, lenders are expected to prioritise certainty when it comes to recognition of the jurisdiction clause and enforcement of English judgments and use a two-way exclusive jurisdiction clause. If this is in/from another jurisdiction, lenders are likely to prefer the flexibility of starting proceedings abroad and use an asymmetric jurisdiction clause.

For English law security documents over moveable assets (like a vessel or her earnings) or that involve various jurisdictions (e.g. insurers located in various countries), lenders favour asymmetric jurisdiction clauses to retain the flexibility to start proceedings abroad irrespective of where the obligor is incorporated. For English law security documents over assets located in the UK (such as bank accounts opened in England or shares in an English company), a two-way exclusive jurisdiction clause tends to be selected.

Repercussions of ECCTA for security granted by UK obligors

The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) continues to be implemented via secondary legislation. ECCTA introduces fundamental reforms to the role of Companies House, granting it more wide-ranging powers, including the power to reject documents, query information and remove information from the register. Some changes to the PSC Register will also be introduced.¹⁰For more information, refer to International Banking Review UK Stephenson Harwood 2025/26.

From a practical perspective, this will affect some of the conditions precedents and subsequent relating to obligors incorporated in, and security granted by obligors incorporated in, the United Kingdom, in particular the need to make the necessary filings at Companies House well ahead of the 21-day deadline to pre-empt any delays arising from Companies House exercising its new powers.

Our Maritime, Trade and Offshore Finance team is here to help you navigate these regulatory and geopolitical challenges.