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UK joins US in implementing a global anti-corruption sanctions regime

The following Banking & Finance news provides comprehensive and up to date legal information on UK joins US in implementing a global anti-corruption sanctions regime

Banking and Finance weekly highlights—6 May 2021

The following Banking & Finance news provides comprehensive and up to date legal information on Banking and Finance weekly highlights—6 May 2021

Analysing the FCA’s proposed changes to the Listing Rules for special purpose acquisition companies (SPACs)

The following Banking & Finance news provides comprehensive and up to date legal information on Analysing the FCA’s proposed changes to the Listing Rules for special purpose acquisition companies (SPACs)

Banking & Finance—April 2021 case round-up

The following Banking & Finance news provides comprehensive and up to date legal information on Banking & Finance—April 2021 case round-up

Featured Banking & Finance content

Director’s certificate for a bilateral loan: borrower

[insert date]To:[insert full name and address of lender]Dear [insert full name of lender]I am a director of [insert full name of borrower] (the...

Guarantee and indemnity: cross guarantee from group companies—bilateral—all monies

This Deed of guarantee and indemnity is made on [insert day and month] 20[insert year]Parties1[Insert name of Guarantor], a company incorporated in...

Shipbuilding contracts

This Practice Note considers the main terms included in standard form shipbuilding contracts. In particular, it looks at:•standard forms of the...

Drafting or reviewing legal opinions in loan transactions

Legal opinions are one of the key documentary conditions precedent in loan transactions. The legal opinion is a letter which sets out opinions as to...

Practice notes

Secondary debt trading—completing the trade confirmation

The majority of secondary debt trades are conducted by telephone or by email. Following the trade call or email exchange, the parties will document...

9th Nov

Practice notes

Market disruption clauses in facility agreements

In summary, a market disruption clause sets out how interest is calculated for a loan if a lender’s cost of funding the loan is in excess of London...

9th Nov

Practice notes

Floating charges—advantages and disadvantages

Summary of advantages and disadvantages of the floating chargeThis Practice Note discusses the advantages and disadvantages of taking a floating as...

9th Nov

Practice notes

Instructing and managing local counsel

Given the cross-border nature of many banking transactions, it is common for the principal legal advisors for lenders and borrowers to need to...

9th Nov

Practice notes

Debt securities—10b-5 letters

A 10b-5 letter (also referred to as a 'disclosure letter') is a letter delivered to the underwriters by issuer's and underwriters' counsel in...

Produced in partnership with Charles Farnsworth of Baker McKenzie and Adam Farlow of Baker McKenzie 12th Jan

Practice notes

Hot topics for Banking & Finance lawyers

This Practice Note lists hot topics (with links to the appropriate materials) that may be of interest to Banking & Finance lawyers. It is updated...

9th Nov

Practice notes

Increased costs

This Practice Note considers the costs that a lender operating in the interbank market will incur when providing funding to a borrower and the steps...

9th Nov

Practice notes

On demand guarantees and bonds

Coronavirus (COVID-19): The ICC has issued a guidance paper on the impact of COVID-19 on trade finance transactions issued subject to ICC rules. For...

9th Nov

Practice notes

Crystallisation of floating charges

The key feature of a floating charge is that, until it crystallises, the chargor is entitled to deal with the charged assets in the normal course of...

9th Nov

Practice notes

Subordination

Subordination is a way of changing the priority of claims against a debtor so that one creditor or group of creditors (the junior creditor(s)) agree...

9th Nov

Practice notes

Drafting and negotiating the facility agreement

This Practice Note covers the typical structure of facility agreements and the key terms and provisions that will be included. It examines the process...

9th Nov

Practice notes

Direct agreements in project finance transactions

What is a direct agreement?Direct agreements are very common in project finance transactions. A direct agreement is an agreement which gives the...

9th Nov

Practice notes

ISDA definitions

The vast majority of derivative transactions are documented by standard documentation developed and published by the International Swaps and...

9th Nov

In-house

Practice notes

Types of debt securities

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

9th Nov

Practice notes

Intercreditor agreement—key provisions

This Practice Note provides an introduction to intercreditor agreements and their key provisions. This Practice Note:•explains the purpose of having...

9th Nov

Practice notes

Foreign exchange (FX) derivatives

BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be...

9th Nov

Most recent Q&As content

Q&As

Is an acknowledgement of assignment an enforceable contract? Can the security agent sue the third party providing the acknowledgement for breach of contract if it does not do the things it has confirmed it will in the acknowledgement (even if the language does not state that the third party ‘undertakes’ to do any of the things it has been instructed to do but rather just ‘confirms’)?

For information in general on assignments by way of security and taking security over contractual rights, see Practice Notes:•Assignments by way of...

8th Apr

Q&As

When a limited partner makes loans to a limited partnership, can it take security for that loan over the assets held by the general partner?

Limited partnerships—general informationFor information on limited partnerships generally, see Practice Note: The nature of a limited partnership and...

8th Apr

Q&As

When can a guarantor voluntarily revoke its liability under a guarantee?

Guarantees are a contractual arrangement where one party (the guarantor) agrees to answer for the liability of another party (the principal or...

Produced in partnership with Tom Stewart Coats of XXIV Old Buildings 8th Apr

Q&As

What is the limitation time in respect of a guarantor’s obligations under a personal guarantee when the principal borrower has defaulted?

When a limitation period starts to run, and for how long, in the case of a claim under a guarantee, will depend on how the guarantee is executed and...

8th Apr

Q&As

Our client has lent under an existing secured facility agreement. The facility amount is being increased under an amended and restated facility agreement—what is the best way to ensure that the increased facility amount is secured?

What do the documents say?The first step will be to review the existing documents to check whether the increase is clearly contemplated by the...

8th Apr

Q&As

When acting for a lender who is taking security over a further education corporation's property, other than registering the charge with the Land Registry, does the security need to be registered with any other entity (such as Companies House)?

Further education activitiesA corporation carrying out further education activities may take the following legal forms:•a statutory ‘further education...

8th Apr

Q&As

Execution of deeds by corporations formed under public Acts

SummaryA corporation formed under a public Act that is not a registered or unregistered company under the Companies Act 2006 (CA 2006) is known as a...

8th Apr

Q&As

A company is loaning money to a director/shareholder. Can the company take security over (a) the shares owned by the director in the company itself and (b) the director’s receivable under a loan note issued by the company? How can such security be enforced?

Creating the securityThere are two elements to this Q&A. Firstly, can the director create security over the shares and loan notes they own in/from the...

Produced in partnership with Brian Cain 8th Apr

Q&As

Would privately (ie not via a public platform) facilitating an opportunity to individuals to lend to a corporate be caught under the Financial Services and Markets Act 2000 (FSMA 2000) as a regulated activity requiring authorisation? Is it the case that since the borrower is a corporate entity, the credit broking restrictions will not be relevant since there is no consumer contract? It also does not seem like a private arrangement like this would fall under operating an electronic system in relation to lending. What are your thoughts as to whether it may be a regulated activity, whether under the above or other provisions of FSMA 2000?

This Q&A assumes that the description of the proposed platform is accurately and fully described in the question.Authorisation is required under the...

Produced in partnership with Thomas Samuels of Gough Square Chambers 8th Apr

Q&As

What are the implications of coronavirus (COVID-19) for MAC clauses in facility agreements?

Why are material adverse change (MAC) clauses in the spotlight?The coronavirus (COVID-19) outbreak has already caused some businesses to fail and...

8th Apr

COVID-19

Q&As

Could a restriction in the proprietorship register of a property in favour of a mortgage lender be considered to be a negative pledge?

Negative pledgeA negative pledge is a contractual undertaking. In lending transactions, such a clause would typically prevent the borrower from...

8th Apr

Q&As

How is security taken over land and uncalled capital of a limited partnership?

SummaryAn ELP has no separate legal personality and this gives rise to a number of complexities that affect the structure of a lending transaction and...

8th Apr

Q&As

Can a lender set off an unmatured liability of its borrower against a credit balance on the borrower’s deposit account?

This Q&A discusses the rights of a lender to set off a sum that the lender owes to a borrower (eg a credit balance on a deposit account) against an...

Produced in partnership with Brian Cain 8th Apr

Q&As

How is security taken over land held by trustees for a beneficiary who is a borrower?

This Q&A describes the steps that a lender should take to ensure that it gets valid security over land held by trustees for a beneficiary.For general...

Produced in partnership with Brian Cain 8th Apr

Q&As

Does a mortgagee automatically become a mortgagee in possession if it enforces its security? Why does it matter?

This Q&A discusses the circumstances where a security holder with security over land may become a mortgagee in possession upon exercising its rights...

Produced in partnership with Brian Cain 8th Apr

Q&As

A company wants to be permitted to sell assets without having to consult the security holder and for there to be an agreed order for selling the secured assets should it default. Is this possible?

SummaryIf a security holder consents in advance to the sale of an asset which is within the scope of the security and the free use of the sale...

8th Apr

Q&As

Is a guarantee given over email valid?

SummaryProvided that the other requirements for creating a contract are met, a guarantee can be validly created over (or evidenced by) email, as email...

Produced in partnership with Albert Sampson 8th Apr

Q&As

What is the position of a security holder if the company that created the security is dissolved?

This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its...

8th Apr

Q&As

What information should go into the summary according to the new Prospectus Regulation?

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s...

8th Apr

Q&As

If a lender assigns a loan and its supporting guarantee to another lender (assuming there are no restrictions on assignment in the loan or guarantee documentation), is the validity of the guarantee affected in any way?

We refer you to Practice Note: Guarantor protections and how to exclude them in guarantee documentation—waiver of defences clauses, in particular the...

8th Apr