Dentons

Experts

18

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Alex Roussos
Partner
Dentons
Andrew Barber
Partner
Dentons
Antonis Patrikios
Partner
Dentons
Donal Keane
Partner
Dentons
Ed Bellamy
Counsel
Dentons
Emma Broad
Managing Practice Development Lawyer
Dentons
Ian Fox
Dentons
Jane Miles
Dentons
Mark Tempest
Solicitor
Dentons
Michael Wright
Solicitor
Dentons
Owen McLennan
Senior Associate
Dentons
Ted Craig
Partner
Dentons
Contributions by Dentons

15

Borrowing base facilities—key terms in the facility agreement
Borrowing base facilities—key terms in the facility agreement
Practice Notes

This Practice Note explains the key terms of a facility agreement for a typical borrowing base transaction. It includes explanations of the provisions about committed and uncommitted facilities, drawdown, repayment and mark to market, the borrowing base and hedging covenants.

Borrowing base facilities—structure, key terms and risks
Borrowing base facilities—structure, key terms and risks
Practice Notes

This Practice Note explains the structure of borrowing base facilities and their key terms. It covers the key risks for lenders in borrowing base facilities.

Borrowing base facilities—taking security
Borrowing base facilities—taking security
Practice Notes

This Practice Note covers the key issues to consider when taking security in a typical borrowing base facility. It covers taking security over the borrowing base assets, security over rights to payment and other contractual rights and security over collection accounts.

Competitive effects of most-favoured nation clauses [Archived]
Competitive effects of most-favoured nation clauses [Archived]
Practice Notes

This Practice Note has been archived and is not maintained. The UK has introduced The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO). The UK’s VABEO replaced the Vertical Restraints Block Exemption Regulation 330/2010 (VBER 2010) in the UK on 1 June 2022. The European Commission has introduced the Vertical Block Exemption Regulation 2022/720 (VBER 2022). The VBER 2022 replaced the VBER 2010 in the EU on 1 June 2022. The UK’s VABEO and EU’s VBER 2022 (and their accompanying 2022 guidance/guidelines) make significant changes to the treatment of most-favoured nation (MFN) clauses. This Practice Note was written prior to the introduction of the UK’s VABEO and EU’s VBER 2022. MFN clauses, also referred to as price relationship agreements, can fall within the scope of competition law and examines their treatment by the European Commission and national competition authorities prior to the 2022 law changes.

EU Strategic Environmental Assessment Directive—snapshot
EU Strategic Environmental Assessment Directive—snapshot
Practice Notes

This Practice Note provides a snapshot of the key aspects of the Directive 2001/42/EC on the assessment of the effects of certain plans and programmes on the environment (the EU SEA Directive). It covers the scope of plans and programmes subject to the Directive, criteria for determining likely significant effects on the environment, and the procedure for environmental assessment pursuant to the EU SEA Directive (including the contents of the environmental report and consultation and monitoring requirements).

Gas peaking projects—key project issues relevant to project financing
Gas peaking projects—key project issues relevant to project financing
Practice Notes

This Practice Note discusses the key project issues to consider in the context of medium scale (circa 30 MW) gas peaking electricity generation projects. As the title suggests, this Practice Note focuses on points likely to be relevant from a project financier’s perspective. However, this Practice Note also provides a useful general introduction to the key issues specific to gas peaking projects at a medium scale. It includes detailed introductions to gas project property issues, gas project planning issues, gas project grid connection issues, gas project operations and maintenance issues, and gas project power purchase issues.

Gas peaking projects—what are they and what key subsidy/support regimes are available to them?
Gas peaking projects—what are they and what key subsidy/support regimes are available to them?
Practice Notes

This Practice Note introduces the medium scale (up to circa 20 megawatt electric) ‘gas peaking’ electricity generation projects becoming increasingly prevalent in Great Britain. It also explains the key subsidy/support mechanisms (such as the Capacity Market, balancing services, and embedded benefits) that are making such projects attractive to developers and suitable for project financing.

Pension issues on a takeover—Takeover Code requirements
Pension issues on a takeover—Takeover Code requirements
Practice Notes

This Practice Note focuses on the pensions aspects of the City Code on Takeovers and Mergers and explains the pensions issues which arise on a transaction to which the Code applies.

Pre-export finance
Pre-export finance
Practice Notes

This Practice Note explains the structure of a typical pre-export finance (PXF) facility and the key risks for lenders in such transactions. It also examines the key terms of a typical facility agreement in PXF transactions, including provisions about the production and regulation of the commodity being financed and the offtake contracts, and the standard documentation produced by the LMA for PXF transactions. This Practice Note also covers the key issues to consider when taking security in a typical PXF transaction, including security issues relating to the offtake contracts and taking security over the collection accounts.

Prepayment finance
Prepayment finance
Practice Notes

This Practice Note explains the structure of a typical prepayment finance facility and the key parties involved. It explains the contractual structure of the financing arrangements (ie the prepayment contract and the offtaker loan agreement and their key terms). It also covers risk apportionment between the lender and the offtaker and the key issues to consider when taking security in a typical prepayment finance transaction.

Private equity funds
Private equity funds
Practice Notes

This Practice Note considers key attributes of collective investment vehicles designed for investment in unlisted (or public to private) companies. It touches on tax considerations, structure and documentation, the life span of such funds, management fees and carried interest. It also considers relevant UK regulatory measures.

Set-off in construction
Set-off in construction
Practice Notes

This Practice Note looks at the mechanism of set-off in the context of construction where it is often used, in building contracts and sub-contracts, to manage cash flow (by offsetting opposing financial claims). It examines the types of set-off (legal, equitable, insolvency and contractual), how set-off works in practice and the distinction with abatement. It also offers practical tips regarding set-of (and the exclusion of set-off) in construction contracts, and considers the effect of the HGCRA 1996 on the use of set-off.

Strategic Environmental Assessment
Strategic Environmental Assessment
Practice Notes

This Practice Note provides guidance on Strategic Environmental Assessments (SEAs) under the Environmental Assessment of Plans and Programmes Regulations 2004 in England and Wales, which require a formal environmental assessment of certain plans and programmes. It covers: relevant law; when SEA is required; contents of the environmental report; consideration of alternatives; publicity and consultation for SEA; adoption of the plan or programme; and monitoring of environmental effects.

The Financial Services Compensation Scheme (FSCS) and pensions
The Financial Services Compensation Scheme (FSCS) and pensions
Practice Notes

This Practice Note looks at the Financial Services Compensation Scheme (FSCS) in the context of pensions. In particular, it covers what the FSCS is, what and who it covers, the extent to which pension schemes are covered, the compensation payable, the qualifying conditions for compensation, the process for making a compensation claim and level of compensation.

TUPE and Beckmann issues in a private sector outsourcing
TUPE and Beckmann issues in a private sector outsourcing
Practice Notes

This Practice Note explains the extent to which the pension rights of transferring employees transfer on a private sector outsourcing, in the light of the Transfer of Undertakings (Protection of Employment) Regulations 2006 and relevant case law (eg Beckmann, Martin, Procter & Gamble). This Practice Note also looks at contractual ways of dealing with transferring rights, related employee communications and post-transfer employer obligations.

Contributions by Dentons Experts

3

Guide to insolvency in the construction industry
Guide to insolvency in the construction industry
Practice Notes

This Practice Note, produced in partnership with Gurbinder Grewal, Ian Fox and Michael Wright of Dentons UK and Middle East LLP, gives guidance on insolvency in the construction industry. It considers the parties to a construction project, common procurement methods and key contract documents, all of which can be relevant to consider when advising a client that is a party to a construction contract where the other party is in financial difficulties. It also covers contractual protections to look out for and considers steps that can be taken, such as the contractual right to terminate where a contractor or employer has become insolvent. This Practice Note considers disputes, which often arise where one party is in financial difficulty, and the ability of parties to use the statutory or contractual right to adjudicate to resolve disputes in the context of a company in a CVA, liquidation or administration.

Ireland—Assignments by way of security
Ireland—Assignments by way of security
Practice Notes

This Practice Note explains the nature of assignments by way of security (which are a type of mortgage) and the kinds of assets they are used to secure. It explains the difference between statutory assignments by way of security (also referred to sometimes as legal assignments) and equitable assignments by way of security. It also considers the circumstances in which notice of an assignment by way of security is required for the assignment to be effective.

Ireland—Priority between security interests
Ireland—Priority between security interests
Practice Notes

This Practice Note examines the rules which determine the priority of competing security interests where the holders of those interests have not specifically agreed an order of priority among themselves by contract.

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