Davis Polk partner David Hahn was featured on an episode of 9fin’s Cloud 9fin podcast discussing the emergence of snooze/lose clauses in the U.S. credit market. David and the hosts Tom Quinn and Yiwen Lu talked about how the clauses work, how they differ from the way they are used in Europe and their impact on U.S. voting mechanics. 

“Historically, lenders have always had the option to just remain silent on an amendment request. Whether it is a required lender majority vote or some sort of sacred right that’s being requested, lenders could just choose to sit silent, and that is effectively treated as a ‘no,’” David explained. “What this does is completely upend that, shift the paradigm and give more flexibility to borrowers to say if someone hasn’t responded, we have some options here. We can treat that as a ‘yes’ by adjusting the denominator. We can treat it as consent outright – a deemed consent. And there are some versions of this that allow them to treat the lender as a non-consenting lender and thus subject to the ‘yank-a-bank.’”

“The end result is a complete, fundamental shift in the way that voting works for lenders,” he added.

“Snooze/lose hits different in America,” Cloud 9fin (January 29, 2026)

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