Pari Passu and A Distressed Sovereign\u27s Rational Choices

Part I describes the disruptive role the pari passu clause plays in sovereign debt compositions, stating the case favoring the narrow reading. Part II reconsiders the economic incentives in play at the time lenders close loans to sovereigns, stating a case for the broad reading. Part III works the competing readings through the legal framework of bond contract interpretation. The exercise shows that the matter comes down to a choice between an ex ante reading, conducted as of the time the contract is executed and delivered, and an ex post reading, conducted as of the later time of distress. The Article concludes that the ex post reading legitimately may be attached to the clause, not because it is correct at all times and in all contexts, but because this is in fact a time of distress