Counsel advised that decision-making authority in respect of the investment lies with the trustees and a select group of investors forming the instructing body. Should the client wish to exercise greater agency or influence within this structure, they would need to increase their investment in the loan notes to enhance their voting power.

In the absence of the security trust deed and related documentation, Counsel is unable to provide a definitive assessment of the level of protection afforded by the loan notes. However, Counsel indicated that, in the event of project failure or developer default, potential claims may lie against the Quantity Surveyor and the Architect, subject to their respective duties and contractual obligations.

If the client wishes to proceed, Counsel recommends a review of the relevant agreements. Upon receipt of the documentation, Counsel can assist in formulating targeted questions for the client’s solicitors, focusing on the nature of the security interest, the enforceability of investor rights, and the priority of claims in the event of insolvency.