One of the most debated issues in international finance is the meaning of the pari passu clause in sovereign bonds. The clause is ubiquitous; it is in almost every single foreign-law sovereign bond out there. Yet, almost no one seems to agree on its meaning. One way to cut the Gordian knot is to track down the origins of the clause. Modern lawyers may have simply copied the clause from the documents of their predecessors without understanding its meaning. But surely the people who first drafted the clause knew what it meant. Four enterprising students at Duke Law School may have found the very first sovereign bond to contain a pari passu type provision; General Santa Anna's Black Eagle. This Essay tells the story of that bond and its equal treatment clause. 




Benjamin Remy Chabot & G. Mitu Gulati, Santa Anna and His Black Eagle: The Origins of Pari Passu?, 9 Capital Markets Law Journal, 216–241 (2014).