Dentons

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.

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.

This Practice Note has been archived and is not maintained.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.

The European Commission (Commission) has broad investigative powers to enforce EU competition rules and prosecute antitrust violations. Among other things, the Commission has the power under Article 18 of Regulation 1/2003 to request undertakings (and associations of undertakings) to provide ‘all necessary information’ to facilitate review of suspected breaches. This Practice Note explores the scope of these powers, in particular, the two types of requests the Commission can issue (non-mandatory and mandatory), its discretion to request information and penalties for non-compliance with such requests. This Practice Note also reflects on limitations on the Commission’s exercise of these powers (including considerations regarding general principles of EU law and the rights of defence), as well as on the interplay between the Commission’s powers to request information under Article 18 of Regulation 1/2003 and the Leniency Notice.

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.

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.

This Practice Note examines the key terms of a typical facility agreement in pre-export finance (PXF). It considers provisions about the drawdown of the facility and its term, the production and regulation of the commodity being financed, the offtake contracts, the key information covenants, insurance covenants, debt service cover ratios and top-up clauses, the collection accounts and the standard documentation produced by the LMA for PXF transactions.

This Practice Note explains the structure of a typical pre-export finance (PXF) facility. It considers the role of the producer/exporter, the buyer/offtaker, the lender, trading companies, letter of credit banks and the key risks for the lender (production, payment, political and legal).

This Practice Note covers the key issues to consider when taking security in a typical pre-export finance (PXF) transaction. It covers security issues relating to the offtake contracts and taking security over the collection accounts.

This Practice Note examines the key terms of the credit arrangements in a typical prepayment finance transaction. It considers provisions in the prepayment contract and the offtaker loan agreement

This Practice Note explains the structure of a typical prepayment finance facility. It considers the role of the producer/exporter, the lender and the buyer/offtaker and the contractual structure of the financing arrangements (ie the prepayment contract and the offtaker loan agreement). It also covers risk apportionment between the lender and the offtaker and insurance of the prepayment contract.

This Practice Note covers the key issues to consider when taking security in a typical prepayment finance transaction, including (1) choice of law, (2) security in support of a prepayment contract and (3) security in support of an offtaker loan agreement (assignment or charge of the prepayment contract and any associated security rights, security over the collection account and security over the offtaker’s rights under its insurance policy).

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.

This Practice Note provides background reading on the relevant provisions in relation to the introduction of retail product distribution. How financial services providers and intermediaries distribute financial services products to the retail markets is a key focus of UK and European regulators, as consumer protection is a key regulatory theme in the aftermath of the severe financial crisis in 2008. SNR Denton explore the current and proposed rules on product design, governance, documentation, and advice in this heavily regulated sector. The Practice Note highlights forthcoming changes for specific product areas as a result of the implementation of European legislation. It focuses on the various conduct rules, guidance and high level principles published by the Financial Conduct Authority (FCA) as well as upcoming EU legislation that will impact on the distribution chain.

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.

This Practice Note provides a snapshot of the key aspects of the EU Directive on the assessment of the effects of certain plans and programmes on the environment (the EU SEA Directive) and its implementation in England and Wales through the Environmental Assessment of Plans and Programmes Regulations 2004. It covers: mandatory strategic environmental assessment and discretionary strategic environmental assessment; excluded plans and programmes; and the assessment procedure.

This Practice Note looks at the key considerations for an Obligor when deciding how to structure any sukuk issuance. It also examines the main documents used in each structure and highlights the differences between them, the key terms required in all sukuk transactions, as well as the recent trends and regulatory developments in the sukuk market

This Practice Note considers the main difference between conventional bond structures and sukuk issuances. It also provides an outline of the key types of sukuk structure and provides an analysis of factors affecting the historical growth of the sukuk market and recent market trends

This Practice Note discusses the RBS Rights Issue Litigation, disclosure of the identity of third-party funders and the existence of After the Event (ATE) insurance. ATE insurance is insurance that covers the legal costs and expenses involved in litigation. It can be used in any type of litigation and by either a claimant or a defendant. However, in practice, ATE insurance is primarily used by claimants. In this case, the High Court set out important principles with respect to the circumstances in which the court may order disclosure of the identity of third-party funders and details of ATE insurance. The question was whether the defendants sought to invoke a case management power in aid of the proportionate, expeditious and efficient management of the proceedings, or whether they were in reality seeking disclosure with a view to enforcement or some other objective. The judge concluded that it would be inappropriate to make the order for disclosure of the ATE policy in this case, finding that the defendants’ primary objective was enforcement.

This Overview provides a brief outline of the content in the ‘Outsourcing’ subtopic of Lexis+® UK Pensions, including key pensions issues in a private sector outsourcing (such TUPE and Beckmann issues) and an overview of TUPE for pension lawyers.