UCL Faculty of Laws


Narine Lalafaryan wins Society of Legal Scholars Best Paper Prize Competition

5 November 2021

The winner of the 2021 prize for the Best Paper was presented at the Society’s Annual Conference.

Narine Lalafaryan

Narine Lalafaryan (Lecturer in Corporate/Financial Law at UCL Laws) was named the winner for her paper on ‘Orchestrating Finance with Material Adverse Changes’.

The winner of the SLS Best Paper Prize is selected by a judging panel. The Society of Legal Scholars announced the shortlist for the Best Paper Prize Competition from its 2021 Annual Conference, which took place in September at Durham University. The shortlist and details of the competition can be viewed on the SLS website.

‘Orchestrating Finance with Material Adverse Changes’ is an inter-disciplinary working paper which investigates the pre-contractual (“ex-ante”) and contractual (ex-post”) protection of lenders and borrowers in commercial debt financing agreements by way of Material Adverse Change/Effect (“MAC”) clauses.

The effects of MAC clauses in debt finance have been largely overlooked both in law and in finance. The paper is the first to investigate the ex-ante and ex-post protection of lenders and borrowers in commercial debt financing agreements by way of MAC clauses. To this end it proposes a novel Multifunctional Effects Approach of MAC Clauses in Debt Finance. The paper relies on this approach to explain that apart from the termination of facilities MAC clauses have various other effects. It helps analysing the ex-ante and ex-post effects of MAC clauses in the light of informational asymmetry and market uncertainty, with an emphasis on their deal-centric and market-related wider implications.

The initial basis of the working paper is based on a chapter of Narine’s doctoral dissertation (supervised by Dr Felix Steffek, University of Cambridge), which was fully funded by Hogan Lovells LLP in partnership with the Faculty of Law at the University of Cambridge. Narine worked on the paper as a Visiting Scholar to Harvard Law School (2021) and the Max Planck Institute for Comparative and International Private Law (Hamburg) (2019).

Narine’s research interests cover corporate finance, law and finance, international financial law, economic analysis of deals. She employs multiple legal research methods, with a particular emphasis on doctrinal, functional, and economic analysis of law.