K&L Gates

This Practice Note has been archived and is not maintained. On 10 May 2022, the Commission adopted a new Vertical Block Exemption Regulation (Commission Regulation 2022/720) (EU VBER). The new EU VBER replaces the previous Regulation on 1 June 2022. It is for background information only. Where an agreement is a genuine agency agreement, certain restrictions under Article 101(1) TFEU will not apply. This Practice Note explores the competition implications of using agency as a commercial model. This note details how to identify genuine agency and problematic restrictions in agency agreements.

Corporate transactions, including share sales, asset sales and joint ventures, will need to be considered from a competition law perspective, particular in relation to merger control rules and investigations. This Practice Note provides guidance from the point of view of both buyers and sellers when negotiating competition risk in relation to merger control conditions and competition warranties in sale and purchase agreements. Also, this Practice Note gives an overview of competition law as it applies to ancillary restrictions in corporate transactions, such as non-compete obligations.

This Practice Note provides assistance when making an application to obtain the courts’ permission to serve the claim form outside England and Wales. Such an application is generally made without notice and on the papers. This Practice Note covers the timing of the application, the documentation required to make the application and considerations when completing it. It then sets out the steps that need to be taken if permission is granted.

This Practice Note considers the requirement for completing Court Form N510 (Notice for service out of the jurisdiction where permission of the court is not required) when serving a claim form out of the jurisdiction without the court’s permission. It explains what Form N510 is and when it must be used. It then explains the different parts of the form to be completed, depending on which jurisdiction the claim form is to be served in. It also provides some considerations when completing Form N510 and explains the consequences of a failure to complete it correctly. Finally it covers when the form must be filed and served and the consequences if this does not take place.

This Practice Note explains the key Loan Market Association (LMA) documents that are used in a typical secondary debt trade transaction including confidentiality agreements, trade confirmations and the LMA Standard Terms and Conditions. It also explains the different types of transfer, assignment and sub-participation agreements which are used to transfer any debt which is traded. The Practice Note covers both par trades and distressed trades

This Practice Note explains the most common intercreditor structure in real estate finance transactions and covers (1) use of intercreditor arrangements and structural subordination to subordinate a mezzanine loan to a senior loan, (2) typical funding structure and security package for a real estate financing where there are both senior and mezzanine loans, and (3) key intercreditor provisions for negotiation (including subordination and priority of payments, permitted enforcement of the first ranking mezzanine share security, the mezzanine lender’s right to cure a default under the senior loan, the mezzanine lender’s right to purchase the senior loan, and the consent and consultation rights of the mezzanine lender). It also briefly covers the use of A/B loan structures and contractual subordination in real estate finance.