By Jared A. Ellias (Harvard Law School) and Narine Lalafaryan (University of Cambridge, Faculty of Law; Cambridge Endowment for Research in Finance)
It is not surprising that New Fortress Energy Inc. (“New Fortress”), an energy company traded on NASDAQ, incorporated in Delaware and headquartered in New York, whose major assets are in the United States and South America, recently announced that it will restructure some of its $5 billion in debt with the assistance of the New York–based law firm Skadden. What is unexpected is how it plans to do so: by buying a plane ticket to London and launching an insolvency proceeding under Part 26A of the UK Companies Act 2006. In heading to London, New Fortress follows other American public companies, such as Fossil Group (NASDAQ-listed), which pursued a similar strategy in late 2025.
In our forthcoming Article in the Duke Law Journal, we argue that the actions of companies like New Fortress are best understood through a conceptual framework we call the “global law of debt.” We use this term to describe the national laws, norms, and contractual and market practices that govern how companies raise debt financing and then restructure it. Our central claim is that national law no longer dictates the options or bargaining space of sophisticated debtors and creditors. Instead, companies like New Fortress operate in a globalized space in which outcomes are shaped by the innovations of – and deep connections among – the law firms, investment banks, and investors in New York and London. We refer to this process as “entanglement.”
New Fortress’s proposed restructuring exemplifies this trend, with New York-law governed debt restructured in England using a Restructuring Support Agreement governed by New York Law, except for matters arising under the Part 26A Restructuring Plan, which are explicitly governed by English law.
As we explain in the Article, such hybrid arrangements are increasingly common in sophisticated debt financings. In London, companies frequently borrow under English-law governed syndicated Term Loan B agreements that include financial covenants, which are interpreted in accordance with New York law, even if these agreements are subject to exclusive jurisdiction of English courts.
In the Article, we offer the first account of how the global law of debt developed, tracing its evolution across history and presenting a unified narrative that connects corporate debt finance and restructuring. We follow globalization and entanglement from the seventeenth century onward. In 1978, Congress enacted a new bankruptcy law that gave American lawyers and investors distinctive restructuring expertise, which they later exported abroad. In the post-pandemic era, London has emerged as a global restructuring hub rivaling the United States. These developments have produced a robust global debt market, but they have also unsettled long-standing assumptions about creditor rights as Chapter 11’s primacy fades and controversial American innovations proliferate globally.
Although we focus primarily on the United States and the United Kingdom, the system is global: firms from around the world borrow and restructure in these two centers, and other jurisdictions increasingly draw on their techniques and frameworks in developing their own restructuring regimes.
Click here to read the full article.