Category: 3. Business

Inside, racks of clothes – divided by category, size and gender – extended out of sight across the store’s football field-sized expanse. A cornucopia of other peoples’ dresses, shorts, suits, gowns, belts, hats, skirts, scarves, jeans, puffy coats, activewear, T-shirts and silk pyjamas surrounded display cases of rings, necklaces, bracelets, earrings, watches, sunglasses, perfume and cufflinks. The mezzanine was dedicated to lost phones, headphones, chargers, gaming systems, e-readers, tablets, laptops and cameras. Elsewhere, shelves were stuffed with sneakers, wingtips, boots, pumps, slippers and flip-flops.

Oh, and the brands. Unlike thrift stores, which are filled with items their owners no longer want, Unclaimed Baggage’s merchandise comes from travellers who – according to Jennifer Kritner, the company’s vice president of retail and company culture – often pack their trendiest belongings for their holiday. Consequently, hunters dug through rows filled with Patagonia, Burberry, Rolex, Apple, Cartier, Louis Vuitton, Gucci and Bulgari items. 

Kritner joined me as I wandered through the store. When we found ourselves in front of a wall of wedding dresses, I asked her about the emotions and personal connections associated with the inventory surrounding us.

Jessica Parrillo

“We all lose [things] sometimes,” said Kritner, who is also director of the company’s Reclaimed for Good Foundation, which gives about one-third of incoming items to charitable organisations. “Our goal is to do the best with what comes in… some [items] are sold, some are donated to those in need and some are recycled. But they all receive a second life. The question, really, is: ‘What is on the other side of loss?’.” She paused. “Being found.” 

The Council on Sustainability Transformation, a group of leaders from corporations, governments, and academia convened by ERM, has launched a new white paper warning that without integrated climate-and nature-focused transition plans, companies risk undermining long-term value, while missing opportunities to build resilience and unlock new sources of commercial growth.

Aligning Climate, Nature, and Markets outlines how today’s business leaders can move beyond siloed, short-term operating models by embedding climate and nature considerations into strategic decision-making, capital allocation, and day-to-day operations.

It underscores the urgency for corporates to act, noting how accelerating climate and nature degradation is already resulting in supply-chain disruption, widening insurance gaps, and rising capital costs across sectors. At the same time, it shows that companies that move early to integrate climate and nature into core strategy can address these market risks to protect enterprise value and drive competitive advantage.

The paper’s key recommendations to help companies move decisively from ambition to action include:

• Identify and quantify material impacts, risks, and opportunities across climate and nature with CFO-grade rigor, using tools such as scenario analysis, natural capital accounting, and true cost accounting to inform investment decisions and strengthen business resilience.
• Prioritize local action informed by global goals, ensuring that corporate climate and nature ambitions translate into targeted strategies grounded in robust local data. This approach should be guided in the short-term by particular pressure points facing businesses such as water scarcity, land use, and biodiversity loss.
• Complement internal action with external momentum building. Actions include forging partnerships and coalitions to amplify impact, reduce risks, and unlock new sources of value across sectors, while also educating investors and engaging policymakers to help shape an environment that harnesses climate and nature opportunities for long-term value creation.

Sabine Hoefnagel, ERM’s Global Leader of Sustainability & Risk, said: “We are now at a point where climate and nature risks are material, accelerating, and already reshaping markets. However, this white paper sets out how those companies taking action to integrate climate and nature into their core strategies are not only mitigating risk, they are capturing new value while building the foundations for long-term growth.

“Leaders that invest in robust transition planning, align global ambition with local action, and work collectively with investors, policymakers, and peers will be far better positioned for the volatility ahead. As the paper makes clear, delay isn’t a neutral act—it’s  a gamble that companies can’t afford to lose”.

This paper is the third in a series of white papers from the Council, with the first paper providing recommendations to business leaders on company-investor engagement as a catalyst for climate action, and the second helping business leaders rethink their sustainability strategies to build resilience and drive growth in the face of geopolitical, economic, and societal turbulence. All Council white papers are available for download here.

About the Council on Sustainability Transformation

Convened by ERM, the Council marshals the extensive experience of its members across industries to provide C-suite executives and board members with practical guidance on how to tackle obstacles to progress on ambitious sustainability targets, while preserving and growing financial value.

The Council members are:

• Peter Agnefjäll, former CEO of IKEA Group, former Chair of Ahold Delhaize
• Mark Cutifani, former CEO of Anglo American
• Connie Hedegaard, former EU Commissioner for Climate Action
• Naoko Ishii, former CEO and Chairperson, Global Environment Facility
• Hixonia Nyasulu, former Chair of Sasol, current board member of Anglo American
• Feike Sijbesma, former CEO of Royal DSM, current Chair of Philips
• Johannes Teyssen, former CEO of E.ON

About ERM

Sustainability is our business.

As the world’s largest specialist sustainability consultancy, ERM partners with clients to operationalize sustainability at pace and scale, deploying a unique combination of strategic transformation and technical delivery capabilities. This approach helps clients to accelerate the integration of sustainability at every level of their business.

With more than 50 years of experience, ERM’s diverse team of 8000+ experts in 40 countries and territories helps clients create innovative solutions to their sustainability challenges, unlocking commercial opportunities that meet the needs of today while preserving opportunity for future generations.  Learn more here.   

Teneo is the global CEO advisory firm.

We partner with our clients globally to do great things for a better future.

Drawing upon our global team and expansive network of senior advisors, we provide advisory
services across our five business segments on a stand-alone or fully integrated basis to help
our clients solve complex business challenges. Our clients include a significant number of the
Fortune 100 and FTSE 100, as well as other corporations, financial institutions and
organizations.

Our full range of advisory services includes strategic communications, investor relations,
financial transactions and restructuring, management consulting, physical and cyber risk,
organizational design, board and executive search, geopolitics and government affairs, corporate
governance and ESG.

The firm has more than 1,700 employees located in 45+ offices around the world.

Kinda Hachem

Why does the banking industry remain prone to large and costly disruptions despite being so heavily regulated? Is there a need for more regulation, less regulation, or simply different regulation? Our recent Staff Report combines insights from academic research in economics, finance, and accounting to provide a deeper understanding of the challenges involved in designing and implementing bank regulation, as well as opportunities for future exploration. This post focuses on the regulation of bank capital, but the ideas are applicable more broadly.

The Case for Bank Regulation

Consider a simple bank balance sheet, with two types of assets and two types of funding. On the asset side are cash and loans. Cash is fully liquid with zero return; loans are illiquid but generate positive expected returns if held to maturity. On the funding side are deposits and capital. Deposits are short-term debt contracts that promise fixed payments whenever withdrawn; capital is a loss-absorbing equity stake that profits if and only if the realized loan return is higher than expected.

Banks create social value in two main ways, as highlighted in the work that led to the 2022 Nobel Prize in Economic Sciences. First, they make loans to informationally opaque but productive firms that would otherwise struggle to produce. Second, they use the returns from those illiquid loans to create liquid deposit contracts for risk-averse investors. There is a social value to the liquidity service, so it would be suboptimal for the information service to be fully equity-funded. At the same time, loan returns and depositor withdrawals both have some randomness to them, so it would be too risky for the information service to be fully deposit-funded.

Naturally, there are trade-offs when determining how much capital a bank should have. Too little capital means insufficient loss-absorption and an increased risk of insolvency, while too much capital means the bank offers fewer deposits and hence provides a lower liquidity service. A case for regulation emerges when the bank’s evaluation of this trade-off differs from a social planner’s.

A bank chooses capital to maximize its expected profits; the planner chooses capital to maximize social welfare. A large theoretical literature establishes that banks undervalue the loss-absorbing properties of capital relative to the planner and would thus fund themselves with too many deposits in the absence of capital requirements. The root of this undervaluation is that an individual bank does not internalize the negative effects of its failure on other banks. These negative effects are particularly severe in banking because the business model of using loans to back shorter-term claims is susceptible to runs, introducing a role for beliefs that does not exist in other industries. The failure of one bank can trigger panic and lead to failures of other banks. Additional rationales for capital requirements include the destabilizing effects of fire sales when banks try to stave off failure and the possibility of moral hazard when deposit insurance is priced under imperfect information.

At some level, banking is like any other industry where firms that impart externalities—as captured by a difference in the private and social values of firm activity—are regulated by a public agency. Where industries differ is in the size of the externalities that their firms impart, leading to some industries, including banking, being more heavily regulated than others.

How Accounting Discretion Complicates Bank Regulation

A growing empirical literature reviewed in our Staff Report suggests that circumvention of regulatory constraints is particularly pervasive in banking. The simplest theoretical explanation is precisely that regulatory constraints on banks are more binding because the externalities any one bank imparts—and hence the corrective regulations imposed—are larger than for a nonbank firm. Accordingly, banks have a higher marginal benefit of circumventing regulation. It is important to note that regulatory circumvention does not mean violation of regulation; most of the examples in the empirical literature involve banks taking actions that are fully consistent with the letter of the regulation being circumvented. The problem is that one can follow the letter of a regulation without following the spirit, and it is this gap that opens the door to the possibility of actions that loosen the burden of bank regulation. The marginal cost of undertaking such actions is then critical for determining whether regulation will have its intended effect.

Accounting standards can make it easier or harder for a firm to structure its activities one way while also reporting these activities in a way that complies with regulation. Allowing for more discretion in regulatory reporting makes it easier; allowing for less makes it harder. More discretion therefore decreases the cost to a bank of undertaking a given amount of regulatory circumvention. More discretion also decreases the marginal cost of circumventing regulation. In this way, the success of bank regulation is strongly influenced by the discretion that accounting standards afford.

Empirical studies provide many examples where accounting discretion was used to lessen the burden of capital regulation without changing the true nature of bank activity. For example, some thrifts used discretion in loan loss recognition to smooth earnings around the savings and loan crisis of the 1980s, and a number of banks used discretion in the classification of securities to avoid realizing mark-to-market losses in the run-up to the regional banking distress of March 2023. Leading into the 2008 financial crisis, several banks also moved some activities to special-purpose vehicles and used discretion in the reporting of contingent liabilities to guarantee the vehicles just enough that they could be funded on good terms but not so much that the banks incurred substantial capital charges for providing the guarantees.

A potential solution is to limit discretion so that the marginal cost of circumventing regulation exceeds the marginal benefit. However, a long accounting literature argues that there are independent and socially valuable rationales for allowing discretion in financial reporting. For example, discretion enables firms to use their private information to give stakeholders timely signals about fundamentals. Discretion also introduces more dimensions on which managerial performance can be judged, facilitating the design of incentive-compatible contracts and mitigating internal agency problems.

Implications and Open Questions

Academic research on bank regulation and accounting discretion has unfolded largely in parallel, with little attention paid to how these two policy choices interact. What would a more unified approach suggest? Our Staff Report provides a conceptual framework that sheds light on this question.

A meaningful interaction between bank regulation and accounting standards emerges under two conditions. First, more discretion lowers the marginal cost of circumventing regulation. Second, the level of discretion that achieves the benefits detailed in the accounting literature exceeds the level that would eliminate the incentive to circumvent regulation; that is, a tension exists between the objectives of a social planner who chooses both accounting standards and bank regulation. Understanding that discretion interferes with corrective regulation, the planner will choose less discretion than would otherwise be optimal, and understanding that corrective regulation triggers a social cost to discretion (regulatory circumvention), the planner also chooses to implement a lower capital ratio than would otherwise be optimal. The planner will not want to sacrifice all the benefits of accounting discretion if the social cost of a bit of regulatory circumvention is small.

An important direction for future research is modeling discretion and regulation as multidimensional objects. Discretion may be allowed on some parts of the balance sheet but not others, and regulation extends beyond capital requirements since multiple quantities can be regulated. The planner may find combinations of discretion and regulation that are not in tension. For other combinations, the planner will likely have to choose less regulation and less discretion on at least some dimensions. An open question for further research is which dimensions.

Kinda Hachem is a financial research advisor in the Federal Reserve Bank of New York’s Research and Statistics Group. 

 @article{
        Hachem2025,
        author={Hachem, Kinda},
        title={Designing Bank Regulation with Accounting Discretion},
        journal={Liberty Street Economics},
        note={Liberty Street Economics Blog},
        number={December 15},
        year={2025},
        url={https://doi.org/10.59576/lse.20251215}
    }

LUXEMBOURG, Dec. 15, 2025 /PRNewswire/ — Ardagh Holdings S.A. announces that Galdino Claro and Richard Navarre will join the Board of Ardagh Holdings S.A. alongside Mark Porto (Executive Chairman), Jean-Pierre Floris and Herman Troskie. In connection with the closing of the Group’s recapitalization transaction, Damien O’Brien and Paul Copley have resigned as directors of Ardagh Holdings S.A.

Ardagh Holdings S.A. also announces the appointment of Todd Brents as Interim Group CFO, effective January 1, 2026. As announced on November 25, 2025, John Sheehan will retire from the Group and step down as CFO on December 31, 2025. A process is under way to appoint a permanent successor.

Galdino Claro is an independent consultant, advisor and board director with over 40 years of experience in the metals, mining and recycling industries. Mr. Claro has served as CEO of both publicly listed and privately owned global companies, such as: Sims Limited, Harsco Metals and Minerals, The Heico Companies Metals Group, Aleris America and Wilmington Paper Corporation. Galdino Claro currently serves also as an independent director of Natural Resource Partners LP.

Richard Navarre is the retired chairman, CEO and president of Covia Corporation, a leading provider of high-quality minerals and material solutions for the industrial and energy markets.  Mr. Navarre is currently lead independent director for Core Natural Resources, chair of the board for Civeo Corporation and an independent director for Natural Resource Partners LP.

Todd Brents is a Senior Partner and leads the Finance Practice with Beckway, a leading professional services and consulting business. He has over 25 years of experience providing leadership in financial management and business transformations to businesses in interim executive roles and as a management consultant. He holds a CPA and previously worked at AlixPartners, Frito-Lay, Inc. and Arthur Andersen.

Further details regarding board composition and directors’ biographical details can be found on the Ardagh Group website: https://www.ardaghgroup.com/investors

About Ardagh Group 

Ardagh Holdings S.A. is the ultimate parent company of Ardagh Group, which is a global supplier of infinitely recyclable metal and glass packaging for brand owners around the world. Ardagh Group operates 58 metal and glass production facilities in 16 countries, employing approximately 19,000 people with sales of approximately $9.1 billion.

Contacts:

Media:
Pat Walsh, Murray Consultants
Tel.: +353 1 498 0300 / +353 87 2269345
Email: [email protected]

Investors:
Email: [email protected]

SOURCE Ardagh Group S.A.

In June 2025, the Ministry of Economy, Trade and Industry (METI) released the first-ever standardized model LPA in English (“English Model LPA”), following the convening of an Expert Committee in February to draft the new model. This English version addresses previous challenges faced by fund managers using translated Japanese LPAs and aligns with global fund practices, enhancing the attractiveness of the market for foreign investors. This article looks at the issues raised during our latest seminar in collaboration with AIMA Japan and Langham Hall.

White & Case LLP, in collaboration with AIMA Japan and Langham Hall, hosted a seminar “Igniting innovation: Japan’s bold leap with the new limited partnership model agreement” at the office of White & Case in Tokyo on October 22, 2025.

The event spotlighted Japan’s first standardized English Model Investment Limited Partnership Agreement (LPA), released by the Ministry of Economy, Trade and Industry (METI) in June 2025: https://www.meti.go.jp/english/press/2025/0623_002.html. This marks a significant step in aligning Japan’s fund practices with global standards and attracting greater international investment.

In this context, at the seminar, policymakers, legal and tax experts and industry leaders, including White & Case’s Eriko Sakata, Sayako Shiraki and Mao Muraguchi who were principal drafters of the English Model LPA, delivered presentations and engaged in a panel discussion to share their perspectives on the key provisions and practical applications of the English Model LPA and the significant implications for Japan’s investment landscape. These include:

1. Facilitating Fund Formation and Cross-Border Investment

• Lower Barriers for New and Existing GPs: The new English Model LPA provides a standardized, internationally recognizable template for fund documentation. This is particularly beneficial for emerging Japanese general partners (GPs) who may lack the resources or experience to draft bespoke agreements from scratch. By offering a ready-made, market-accepted starting point, the model LPA reduces legal costs, shortens negotiation timelines and lowers the threshold for seeking to attract foreign limited partners (LPs).
• Easier Access for Foreign Investors: Historically, foreign investors have been hesitant to invest in Japanese funds due to unfamiliarity with Japanese legal documents and the lack of English-language agreements that meet global standards. The new model LPA, aligned with international practices, makes it easier for foreign investors to understand and commit to Japanese funds. This is expected to facilitate greater cross-border capital flows and help Japanese GPs tap into a broader investor base.
• Parallel and Offshore Structures: The model LPA is designed to be flexible and compatible with parallel fund structures, where both Japanese and offshore vehicles (such as Cayman, Singapore or Luxembourg partnerships) can operate side by side. This allows GPs to efficiently manage both domestic and international investors under similar terms, reducing friction and administrative complexity.

2. Alignment with Global Standards

• Incorporation of Global Market Standards: The model LPA incorporates global market standards, such as clear provisions for allocation of investment opportunities, borrowings and security interests, indemnification and GP removal. These features increase transparency and investor familiarity with respect to Japanese fund terms, making Japanese funds more attractive to sophisticated international LPs.

3. Remaining Challenges and Industry Concerns

• Tax and Regulatory Considerations: While the introduction of the new model LPA marks significant progress, there are still some points to be aware of, such as Japan’s tax rules regarding permanent establishment (PE). These considerations may require some additional attention for foreign investors, but ongoing industry dialogue and potential future reforms are expected to further enhance clarity and ease of investment.
• Adoption and Customization: While the model LPA provides a strong foundation, it is not a one-size-fits-all solution. GPs are expected to tailor the agreement to their specific needs, especially for more complex funds. The model is intended as a starting point, not a mandatory template, and practitioners are encouraged to seek legal advice to ensure compliance and suitability for their particular circumstances.

Overall, the initiative was widely praised by industry stakeholders, including fund managers and investors, for its collaborative development process and its potential to modernize Japan’s fund ecosystem. The seminar concluded with optimism about the new model LPA’s potential to ignite innovation and attract global capital to Japan.

The following is a summary of White & Case team’s presentation during the seminar:

1. Background of English Model LPA

• METI previously published several versions of model LPAs. However, the English version was merely a translation of the Japanese version. From the perspective of foreign investors, it diverged significantly from offshore LPAs they typically encounter, making them hesitant to advance investments.
• Therefore, White & Case team suggested to METI that an English Model LPA based on a typical offshore LPA would be necessary. In response, METI approached us about creating a new English Model LPA in conjunction with updating the existing Japanese model LPA.

2. Comparison with Other Model LPAs

(1) Institutional Limited Partners Association (ILPA)

• There is a model LPA created by ILPA, an international organization dedicated to advancing the interests of LPs and their beneficiaries. The ILPA model was developed in collaboration with various law firms and published in July 2020.
• The ILPA model is designed for traditional private equity buyout funds organized under Delaware law and includes contract terms that are fair and highly transparent for investors.
• Some specific differences include:
  • Regulatory Provisions: While the METI model includes many provisions specific to Japanese law (e.g., clauses regarding anti-social forces and regulations under the Financial Instruments and Exchange Act of Japan (FIEA)), the ILPA model addresses U.S. regulations including U.S. securities laws. It was discussed whether to include provisions relating to U.S. or other foreign regulations in the METI model, but they were not included because it would be quite difficult to keep updating the METI model to reflect subsequent regulatory changes in foreign jurisdictions.
  • Information Disclosure: The ILPA model explicitly outlines an internationally standardized reporting format through the ILPA Reporting Template, detailing what information must be reported to investors, and specifying the content of quarterly and annual reports in greater detail. The METI model does not standardize these items to such extent.
  • Advisory Committee: The advisory community clause is also more investor-friendly in the ILPA model, explicitly stating adherence to the best practices described in the ILPA Principles for the Advisory Committee.

(2) Japan Private Equity Association (JPEA)

• The Japan Private Equity Association published a model LPA in April 2025. Although created around the same time with the METI’s Japanese model LPA, it was developed by a different law firm under a separate initiative. However, since it is similarly based on Japan’s Limited Partnership Act for Investment (ILP Act), the content is broadly similar to the METI’s Japanese model LPA.
• On the other hand, the English model LPA published by METI was created by essentially incorporating the contract terms extracted from the METI Japanese model into a standard offshore limited partnership agreement. Consequently, while contract terms are basically identical to that extent, the METI’s English Model LPA includes other provisions consistent with global market practice as further explained below and the order of clauses and specific drafting in the METI’s English Model LPA also differ significantly.

3. Example Use Cases for English Model LPA

• There would be three main options to use the English Model LPA:
  • establishing a single Japanese limited partnership under the English Model LPA that accommodates both Japanese and foreign investors;
  • establishing multiple Japanese limited partnerships: one for Japanese investors using a Japanese LPA, and another for foreign investors using an English Model LPA; and
  • establishing a Japanese limited partnership alongside an offshore limited partnership with similar terms of the English Model LPA. 

(1) Single Japanese Limited Partnership with English Model LPA

• The first option involves establishing a single Japanese limited partnership with the English Model LPA, where both Japanese and foreign investors will invest. The use of the English Model LPA is expected to facilitate participation by foreign investors more readily than providing them with an English translation of a Japanese LPA.
• One point to note in this scenario is that the English Model LPA is not identical to the Japanese model LPA. Therefore, it is not possible, for example, to have Japanese investors sign the Japanese model LPA and foreign investors sign the English Model LPA in order to establish a single Japanese limited partnership. Similarly, neither is intended to be used as a translation of the other. For a single Japanese limited partnership, it is necessary to uniformly use either the Japanese or English Model LPA for both Japanese and foreign investors.

(2) Multiple Japanese Limited Partnerships with Japanese and English Model LPAs

• The second option involves establishing two or more Japanese limited partnerships, using the Japanese model LPA for those to be formed for Japanese investors and the English Model LPA for those to be formed for foreign investors. Given that the contract terms of the Japanese model LPA are fundamentally reflected in the English Model LPA, this structure allows for well-coordinated management of all these Japanese limited partnerships to some degree although care should be taken to build mechanisms for uniformed investment decisions, LP votes, etc. from a legal and tax perspective.
• That said, this scenario might not become very common at least for a while as there are potential tax and other issues to be considered in connection with foreign investors investing in Japanese limited partnerships and a fund vehicle solely dedicated to foreign investors would not necessarily need to be Japanese.

(3) Japanese and Offshore Limited Partnerships with English Model LPA

• The third option involves establishing an offshore limited partnerships as well as a Japanese limited partnership on similar terms. It is very common for multiple Japanese or offshore limited partnerships to exist as part of a larger structure, often including GKs (godo kaisha) or a TMK (tokutei mokuteki kaisha) or offshore holding SPVs too.
• Although the English Model LPA was originally drafted for Japanese limited partnerships, its contractual framework closely resembles that of typical offshore LPAs. Therefore, if necessary amendments under laws of the relevant jurisdiction(s) (e.g., governing law clause, transfer and other regulatory provisions) are made, it can also serve as a base for drafting an LPA of an offshore limited partnership.
• In practice, when using the English Model LPA as a base for an offshore limited partnership, there are nuances somewhat unique to Japanese limited partnerships and the English Model LPA, such as the concept of “investment units,” process for subsequent closings, the specific timing of GP clawback and restrictions associated with limited liability of LPs. Appropriate modifications are anticipated in the LPA of the relevant offshore limited partnership to address those discrepancies in the practices of offshore limited partnerships and Japanese limited partnerships. Such modifications will inevitably lead to corresponding changes in the LPA of the Japanese limited partnership for alignment of terms.
• Even if some degree of modification is necessary, there will still be benefits for emerging GPs in particular to use the English Model LPA as a starting point when drafting offshore LPAs. For example, a GP who previously established a Japanese limited partnership with the Japanese model LPA would find it extremely difficult to switch to a completely different offshore LPA when seeking to raise funds from foreign investors. This difficulty stems from the challenge of reflecting the practical experience and operations accumulated thus far under the Japanese LPA, which will be mitigated if the English Model LPA that basically covers the terms included in the Japanese model LPA is used. It will also be easier for existing investors in a Japanese limited partnership formed with the Japanese model LPA to review the offshore LPA as a successor fund to be formed outside Japan if such offshore LPA has been drafted based on the English Model LPA.

4. Basic Approach Taken for English Model LPA

• To state the obvious, the English Model LPA complies with the ILP Act. In practice, we sometimes see parallel vehicle structures where an offshore LPA of an offshore limited partnership is finalized first and then translated into Japanese and used for a Japanese limited partnership, which additionally requires changes to ensure that all mandatory provisions and other requirements stipulated in the ILP Act are fully complied with. The English Model LPA, however, is inherently drafted to comply with those requirements to eliminate that extra step.
• As compared to the Japanese model LPA, the English Model LPA not only incorporates terms of the Japanese model LPA but also include adjustments in drafting. These include the order of clauses, the grouping of certain provisions and the specific use of terminology, which are generally made consistent with global fund practices. The English Model LPA also incorporates clauses that are commonly seen overseas and felt could be effectively utilized for a greater flexibility or other benefits in Japanese limited partnerships too.
• While it is referred to as the English “model” LPA, it merely presents one example of what an LPA might include. It is not rigidly fixed content where certain commercial provisions are absolutely essential or some clauses are non-negotiable due to Japan’s established domestic practice. Therefore, we fully anticipate that each GP may flexibly modify the terms of the English Model LPA based on its own practices or reflecting the outcome of negotiations with Japanese and foreign investors.

5. Detailed Comparison with Japanese Model LPA

• Allocation of Investment Opportunities: When GP affiliates manage multiple investment funds or other vehicles, one issue that always arises is how investment opportunities will be allocated among the fund in question and such other funds or vehicles. The English Model LPA now includes a provision that investment opportunities shall generally be allocated on a fair and equitable basis, which is of course expected to be modified in practice e.g., in terms of the scope of such other funds or vehicles, and the allocation criteria and permitted exceptions.
• AIV: An alternative investment vehicle (AIV) is separately formed when the fund seeks to make a portfolio investment which should not be made by the main fund vehicle due to regulatory, tax or other reasons. This is a fairly common mechanism in offshore LPAs, and the English Model LPA now also includes an AIV provision consistent with global market standard.
• Feeder Fund: A feeder fund is additionally formed when certain investors may not (or unwilling to) invest directly into the main fund for regulatory, tax or other reasons. Given that this structure is quite common, the English Model LPA now includes a provision setting forth, for example, how LP votes should be conducted or default be treated for feeder fund investors, generally providing that those provisions should be applied on a “look-through” basis by looking at individual feeder fund investors rather than treating the feeder fund as a single investor in the main fund.
• Borrowings: The scope of LPs’ obligations relating to borrowings by the fund or its portfolio companies are defined more broadly in the English Model LPA for a greater flexibility and operational ease. Such obligations include the provision of certain representations and warranties and are stipulated to remain after a withdrawal of, or a transfer of its LP interest by an LP to certain extent.
• Exculpation: The exculpation provision is only included in the English Model LPA, which provides for the principle that GP affiliates shall not be generally liable for losses suffered by the fund due to actions taken by such GP affiliates. However, the scope of covered persons and the applicable liability standards have been adjusted to match the indemnification provision in the Japanese model LPA (so are not necessarily consistent with global market practice).
• Indemnification: The indemnification provision itself is included in the Japanese model LPA too, but the English Model LPA additionally provides for advancement of expenses and an indemnitee’s obligation to pursue any available insurance, contribution or indemnity claims.
• Discontinuance: This clause in the English Model LPA is somewhat unique and allows the fund to discontinue an LP’s participation in a portfolio investment for a likelihood of a “material adverse effect,” which is also now defined in the English Model LPA. This concept is different (a) from exclusion in that discontinuance occurs after the applicable portfolio investment has been made, and (b) also from required withdrawal from the fund in that discontinuance only relates to a specific portfolio investment.
• GP Removal for Cause: While the GP removal for cause provision is included in both the Japanese model LPA and the English Model LPA, additional details of the removal process have been added in the English Model LPA, including applicable notice requirements and a flexibility to cure a cause event. This clarifies the process followed by relevant parties upon the occurrence of a cause event.
• Others: In addition to the items above, provisions explicitly permitting (a) certain derivative transactions by the fund, (b) limitation of the scope of information disclosure with respect to a specific LP, (c) the treatment of an LP’s failure to provide certain information required for the fund’s tax filings as a default, and (d) a broader scope of unilateral LPA amendments by the GP have been incorporated in the English Model LPA only.

6. English Model Initial LPA

• A model of an initial limited partnership agreement in the English language has been published by METI in conjunction with the English Model LPA. An initial LPA is a short agreement and often used in foreign jurisdictions to establish a limited partnership early on to open its bank account, enter into contracts with service providers, etc. so that these processes will be completed in advance without affecting the timing of investor closings.
• To form a limited partnership in Japan, its signed LPA is one of the documents that need to be submitted for the registration application upon the formation. The English model initial LPA has been created in a short format, intended solely to meet the requirements as an LPA to be submitted for the registration application. Given such limited purpose, the English model initial LPA is not a “simplified version of the English Model LPA” and should be amended to a fuller version (which can be prepared based on the English Model LPA) prior to the commencement of the fund’s substantive investment activities.
• Other points to be considered for the use of the English model initial LPA include compliance with licensing requirements under the FIEA, specifically, if the GP wishes to rely on the exemption as “Special Business Activities for Qualified Institutional Investors” (Article 63 Exemption) once the English model initial LPA is executed, then the fund must admit at least one qualified institutional investor (QII) upon such execution to meet one of the requirements for the Article 63 Exemption. Given that the use of an initial LPA has not yet become common for the formation of Japanese limited partnerships, however, the pool of potential QII investors willing to sign an initial LPA may be limited to QII investors that have an established relationship with or otherwise close to the GP. This is because Japanese investors comfortable with offshore LPAs are often large institutional investors that have cumbersome internal procedures, making it difficult for them to obtain internal approvals to sign an initial LPA for the purpose of the smooth formation of the Japanese limited partnership in addition to later signing the longer version of the LPA. Hopefully there will be practical developments in these respects soon, now that the English model initial LPA has been published by METI.

_{White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.}

_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

_{© 2025 White & Case LLP}

A group of leading companies officially launched the Bunkering Services Initiative (Initiative) across Amsterdam–Rotterdam–Antwerp (ARA) ports with operations having been conducted since December 1, 2025.

The Initiative, which is voluntary and open to any third party, introduces a new gold standard of bunkering operations with technology-enabled, verifiable, and traceable insights into fuel quantity and quality to bring greater transparency and efficiency to participating companies and to help address long-standing problems across the industry.

Founding participants, from both the buying and supplying sides of the ARA bunker market, together account for a meaningful share of activity in the region and include: bp Marine, Cargill, Frontline, Hafnia, Hapag‑Lloyd, Mercuria, Minerva Bunkering, Oldendorff, Trafigura, TFG Marine, Unifeeder, and Vitol, as well as other significant industry players. Lloyd’s Register will act as system auditor carrying out checks on barges, while ADP Clear Pte Ltd will be its technology partner for multi-party workflows, real-time reporting and verifiable performance metrics.

The launch ceremony, which took place at the headquarters of Lloyd’s Register (LR) in London, marks the start of operations for a system designed to deliver unprecedented levels of transparency, accountability, and efficiency in one of the world’s largest marine fuel hubs. It was attended by representatives from the founding companies, new participants, port authorities, and other industry stakeholders, demonstrating the scale and significance of this uniquely cross-industry and collaborative approach.

Following its unveiling in July 2025, the Initiative’s supplier participants have onboarded bunker barges, installed Internet-of-Things (IoT) enabled hardware, and had crew trained in the Initiative’s protocols and mass flow meter (MFM) operational best practices.

All bunker barges have certified MFMs installed and integrated with ADP Clear’s hardware and software to allow seamless, real-time data capture. Every vessel has met LR’s qualification requirements and will remain subject to unannounced compliance inspections of the MFM system, piping, and seals.

The major fuel testing companies are providing laboratory results directly into the platform providing buyers with visibility into fuel quality from every sample drawn from each parcel of fuel from shore tank through final delivery, as required by the BSI standards.

Andy Mckeran, LR’s Chief Growth Officer, said: “LR has always championed innovation that strengthens confidence in the maritime industry, and this Initiative is a natural progression of that commitment. By combining advanced technology with independent assurance, we are helping to deliver a new level of transparency and trust that supports safe, efficient and future-ready fuel operations.”

Jens Maul Jorgensen, Director of Bunker Purchasing at Oldendorff, said: “We welcome the introduction of the Bunkering Services Initiative and the opportunity it creates for greater transparency and cooperation between buyers and suppliers in the ARA region. We look forward to working with our partners to ensure safe, efficient and reliable bunkering operations,”.

Kenneth Dam, Executive Director and Global Head of Bunkering at TFG Marine said: “Since 2021, the industry has advocated for ISO 22192 standards for MFM implementation in the Ports of Antwerp and Rotterdam, set for January 2026. The BSI launch represents a decisive step by suppliers committed to eliminating market distortions, whilst aligning standards as closely as possible with Singapore. The BSI provides a strong framework for integrity, efficiency and compliance across international markets.”

Tyler Baron, CEO of Minerva Bunkering said: “The BSI combines standardization, technology, and regulation to create a level playing field with robust competition on the basis of service quality and cost competitiveness.”

Simon Lock, Head of Technology at ADP Clear said: “By integrating mass flow meters, blockchain workflows, and live reporting into a single platform, we’ve created a seamless chain of transparency. This level of visibility in bunkering has simply not existed before.”

🧊Sunny and freezing, with highs in the 20s. Sunset is at 4:12 p.m.

Last night students and neighbors of Brown University in Providence gathered to mourn the two people killed and send well-wishes to the nine people injured in a shooting at a final exam review session on Saturday afternoon.

Prof. Rachel Friedberg told Ocean State Media the shooting happened at a review session for her principles of economics class, though her teaching assistants were leading the review and she was not in the classroom.

Authorities have not yet released the names of the two people who were killed — they’re waiting until they can notify their families. Police have a person of interest in custody, but have not yet released that person’s name.

“Unfortunately, this is the second school shooting that I’ve been to,” post-graduate student Anh Nguyen, 24, told Ocean State Media. “My last one [at the University of North Carolina in Chapel Hill] was my undergrad, and I feel like something this unimaginable is happening way too often.”

Four Things to Know

1. An update to a story GBH News broke last week: Immigrants who arrived at Faneuil Hall for U.S. citizenship ceremonies were told to step out of line and not proceed because the Trump administration deemed their countries of origin “high-risk.” Now, Sen. Ed Markey and other advocates say they want to shine a spotlight on the people affected.

“It is the stuff of dictatorships, it is the stuff of authoritarianism, and we must fight it every single day,” Markey said. “The same fight began right here in Faneuil Hall, 250 years ago. The fight to protect the rights of everyone.”

2. The federal Department of Housing and Urban Development is investigating Boston’s housing practices. “We believe the City of Boston has engaged in a social engineering project that intentionally advances discriminatory housing policies driven by an ideological commitment to DEI [diversity, equity and inclusion] rather than merit or need,” federal housing secretary Scott Turner said in a statement.

A spokesperson for Mayor Michelle Wu called the investigation one of many “unhinged attacks from Washington,” adding “Boston will never abandon our commitment to fair and affordable housing, and we will defend our progress to keep Bostonians in their homes.”

3. When pharmacies close up shop in Massachusetts, they must give customers at least two weeks’ notice. That’s often not enough time for people to transfer prescriptions, according to Danielle Williams, who leads the community advocacy group Prophetic Resistance Boston. “Folks were literally running around trying to figure out how they would be able to transfer life-saving medication as these pharmacies closed,” Williams said. “How do you just close something and you know health equity is an issue in our community?”

Now, Boston City Council members want state regulators to require pharmacies to give four months notice. The change would need Mayor Michelle Wu’s signature and approval from the Board of Registration in Pharmacy.

4. Massachusetts faces a challenge with its SNAP food assistance program. New federal regulations require states to keep error rates — the number of administrative mistakes by recipients and caseworkers — below 6% in sampled cases. Massachusetts’ error rate was 14.1% in Fiscal Year 2024. States that exceed that threshold will have to cover more of their SNAP costs themselves instead of relying on federal dollars.

The error rate isn’t usually a sign of fraud, but of an overburdened system, said Vicky Negus, senior policy advocate at the Massachusetts Law Reform Institute. SNAP caseloads are up 42% since 2019, and caseworkers now handle an average of 1,300 cases each — compared to 800 to 900 before 2020. That leaves many people unable to reach the Department of Transitional Assistance with questions or updates.

MSPCA sues hundreds of owners each year as cost for pet care rises
Two years ago Elizabeth Sanchez’s Quaker parrot Fendi started pulling at his feathers. Sanchez took him to Angell Animal Medical Center in Jamaica Plain, where Fendi received treatment and medication.

Sanchez had pet insurance, but said it didn’t cover the visit. She paid a few thousand dollars over the course of months for the care and medication, but let one bill slide as she also juggled paying for school, rent and other costs of living. Fendi was getting better, and she found a less expensive treatment for him.

Then she got a notice in the mail: Angell was suing her over a $769 bill, she told GBH News.

“When I first got the letter in the mail, I was going crazy,’’ she said. “If you are taking me to court, what’s next, giving you my bird?”

In Massachusetts, the MSPCA has filed about 4,600 lawsuits over the last 20 years seeking to collect on debt. A review of court records by GBH News and student researchers from Boston University shows around 650 cases since 2023, with amounts ranging from about $300 to more than $5,000.

Michael Magerer, an attorney from Needham who represents the MSPCA in small claims court, said he files about 10 cases a week against pet owners who have not paid their bills in full.

“Angell is a great organization. It’s great people. They do terrific work. They care,’’ Magerer said. But: “They’re a business. They have bills to pay, just like everybody else.”

On a tour of the MSPCA’s hospital, Chief Medical Officer Megan Whelan said only a small share of people who bring in their pets end up in court.

“If everything was free, everybody would come here,’’ Whelan said. “When someone says, ‘I have zero funds,’ then we are talking about a whole different ballgame. Then maybe you should euthanize your pet if it is really that ill.”

You can find the full story from Jenifer McKim and Alexi Cohan here. 

Dig deeper: 

–Need an ambulance in Massachusetts? It could leave you thousands in debt.

–The Debt Mills: How state courts grind through consumer debt cases

–Solar panel company accused of shady business in Massachusetts