Clifford Chance advises Euroclear and Clearstream on the launch of a new Dematerialised Notes structure

Clifford Chance has advised Euroclear and Clearstream (the International Central Securities Depositories, or ICSDs) on the development and launch of a novel structure for the issuance of dematerialised notes governed by English law, settled within the ICSDs’ respective clearing and settlement systems.

The new structure removes the need for paper‑based note certificates, representing a significant step forward in the ICSDs’ broader efforts to modernise the issuance and settlement of debt securities. By leveraging existing market infrastructure while introducing a fully dematerialised solution, the product delivers a more streamlined and resilient issuance process for market participants.

This initiative is intended to serve as a foundation for the modernisation and digitisation of the Eurobond market, with a clear focus on enhancing efficiency, accelerating issuance timelines, reducing operational and settlement risk, and preserving the market’s global attractiveness and competitiveness. The structure also supports a more sustainable issuance process, aligning closely with ESG‑related objectives through the elimination of physical documentation.

The current in-scope issuers for the new structure are: (i) entities incorporated under the laws of England & Wales, Scotland or Northern Ireland; and (ii) supranational issuers.

Clifford Chance advised the ICSDs respectively on English, Belgian and Luxembourg law, as well as UK and U.S. tax matters, in connection with the projects. As part of the engagement, the team developed a comprehensive Legal Pack designed to assist market participants in updating traditional Eurobond documentation to enable issuance under the new structure. The Legal Pack has been published by the ICSDs on their respective websites.

The Clifford Chance team was led by partners Matteo Sbraga, Steve Jacoby and Lounia Czupper, supported by consultant Jeremy Walter, knowledge director Jessica Walker, counsel Boika Deleva, senior associates Domenico Cullura and Ayan Koshal, associate Dominik Schlarb and consultant Andrew Coats.

Tax advice was provided by partners Jemma Dick, Avrohom Gelber, director Cameron Dwyer and associate Alex Shaw.