Auction definition

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Grounds for challenge in a public procurement process—checklist

Grounds for challenge in a public procurement process—checklist This Checklist examines the grounds for challenge in a public procurement process. Procurement challenges are restricted by time limits and bidders need to be aware of how to rectify any breaches as soon as possible. This Checklist sets out the limitation period under the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102 and the relevant factors that can affect the date this starts. This Checklist also pinpoints potential grounds for challenge in relation to Selection Questionnaires, invitations to tender and standstill letters. Limitation in public procurement proceedings Procurement challenges are subject to relatively short limitation periods. It is therefore important that bidders are alive to potential breaches arising during the procurement process itself. Where a breach occurs, an analysis as to what, if any, action the bidder wishes to take must be undertaken quickly. The courts have consistently held that a bidder that chooses to sit on its hands and await the outcome of the procurement process will not be able to...

Seller's SPA drafting guide (unconditional completion)—checklist

Seller's SPA drafting guide (unconditional completion)—checklist This Checklist serves as a guide of certain key matters for the seller’s solicitors to consider when drafting, or commenting on, a share purchase agreement (also known as SPA or share sale agreement) recording the sale and purchase of the entire issued share capital of a private limited company, where the transaction involves simultaneous exchange and completion. Parties The drafter should: • check to see if the legal and beneficial title to the sale shares is split, ie check to see if the seller's sale shares are held in the name of a nominee, requiring the beneficial owner to: ◦ be named as the seller in the SPA instead of the registered holder, and ◦ procure the sale of the sale shares to the buyer • check to see if the transaction involves any parties connected with company directors, which may constitute substantial property transactions requiring certain approvals (see Practice Note: Substantial property transactions—requirement to obtain members’ approval) • resist proposals to include in...

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Texas shoot out (sealed bids)—flowchart

Texas shoot out (sealed bids)—flowchart The Texas shoot out (sometimes called a Mexican shoot out, Tex Mex shoot out or sealed bids) procedure may be started by either shareholder (or the shareholder which did not cause the deadlock) serving notice on the other shareholder, requiring both shareholders to submit sealed bids for the shares of the other shareholder within a specified timescale. The shareholders will be obliged to complete a share transfer on the terms of the bid with the highest price per share. There are a number of variants to this procedure, including that the joint venture shareholders’ agreement may provide for bidding by auction. It would be more usual in a deadlock or 50:50 joint venture for either shareholder to be able to serve the notice starting the Texas shoot out procedure. In a majority/minority joint venture, the majority shareholder may

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Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017—key information for businesses The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692 form part of the UK’s overall anti-money laundering (AML), counter-terrorist financing (CTF) and counter-proliferation financing regime, as amended. The MLR 2017 set administrative requirements which run parallel to the criminal element of the AML, CTF and counter-proliferation financing regime contained in the Proceeds of Crime Act 2002 (POCA 2002), the Terrorism Act 2000 (TA 2000) and various sanction measures. There is some overlap with this legislation. The MLR 2017 have been amended a number of times since coming into force in June 2017. This Practice Note reflects the amended MLR 2017. For more on POCA 2002, TA 2000 and counter-proliferation financing, see Practice Notes: Proceeds of Crime Act 2002, Counter-terrorist financing—key information for businesses and Counter-proliferation financing—CPF—the basics. Application The MLR 2017 apply to relevant persons acting in the course of...

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Information memorandum verification notes—private M&A

Information memorandum verification notes—private M&A VERIFICATION NOTES Verification notes (the Notes) for the information memorandum (the Information Memorandum) prepared by [insert name of the seller] (the Seller) with the assistance of [insert name of financial adviser] (the Financial Adviser) in connection with a possible disposal by the Seller of [insert description of the company or business and assets to be sold, eg ‘the entire issued share capital of XYZ Ltd’ or the business of XYZ Ltd’] (the Proposed Transaction). These Notes have been prepared by [insert details of seller's solicitors] for the purpose of assisting the directors of the Seller (Directors) and others concerned with the Information Memorandum and the Proposed Transaction to comply with their legal obligations. The Notes have been designed to record, as far as practicable, the steps which have been or are being taken to check the truth and accuracy of the factual information contained in the Information Memorandum, to record who has confirmed that particular statements of fact...

Legal charge to secure overage payments

Legal charge to secure overage payments Date [date] Parties 1 [name of Buyer] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Buyer) 2 [name of Seller] [of OR incorporated in England and Wales (company registration number [number]) whose registered office is at] [address] (Seller) 1 Definitions In this Deed, the following definitions apply: [Affordable Housing • [social rented, affordable rented and intermediate subsidised housing available to persons who cannot afford to rent or buy housing generally available on the open market OR has the meaning given to that expression in Annex 2 of the National Planning Policy Framework current today];] Competent Authority • any: (a) local authority, highway authority, government department or other authority, body or person exercising powers under statute or by Royal Charter; or (b) utility service or supply company; Costs • are any costs, losses, damages and liabilities, whether or not resulting from claims, demands, actions or proceedings incurred in, or incidental...

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What is Partial Tear-up?

What is Partial Tear-up? What is the background to PTU? A central counterparty (or simply, a clearing house) (a CCP) clearing bilateral derivatives transactions could experience distress either due to default losses or non-default losses. Default losses occur where one or more Clearing Member(s) (CM) defaults on its obligations to the CCP—derivatives contracts are cleared through a CCP via a CM. Rebalancing tools such as Partial Tear-up (PTU) are used as part of a CCP’s default management process in its rulebook to address potential default losses by restoring a matched book of the CCP. Rebalancing tools can be used by the CCP or by a resolution authority where that CCP is in resolution. What is PTU and when is it used? Tearing up of open contracts may be either ‘full’ or ‘partial’. A partial tear-up would involve the termination of only the defaulted clearing participant's contracts so that the CCP is returned to a matched book, as opposed to termination of all open contracts covered by...

Can a mortgagee who has not been paid simply sell the property without a court order?

Can a mortgagee who has not been paid simply sell the property without a court order? We are not told what the mortgaged property is but it is assumed that it is real property, ie land. There is no implied power of sale in favour of a mortgagee, but that does not mean that a mortgagee cannot sell the mortgaged property without seeking a court order to that effect. There may be an express right to sell contained in the mortgage deed or alternatively the mortgagee might rely on the statutory power of sale. The statutory power of sale is now contained in sections 101 and 103 of the Law of Property Act 1925 (LPA 1925). The statutory power may be extended or varied by the express terms of the mortgage deed. See The Maule. See Practice Note: Mortgages and land—enforcement of mortgages and legal charges over land. The statutory power contained in LPA 1925, s 101 provides that where a mortgage is made by deed, as will...

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Financial Services—other developments (5/6/2025)

A round-up of other developments, which have not been covered in full by the LexisNexis Financial Services practical guidance team but may nevertheless be of interest.

Property weekly highlights—29 May 2025

This week's edition of Property weekly highlights includes: cases on the Contracts (Rights of Third Parties) Act 1999, equitable accounting by a mortgagee, modification of restrictive covenants, tenants’ insurance payments and exemption from business rates, a consultation and a working paper on planning reforms to boost housing delivery, consultations on biodiversity and updated guidance on higher-risk buildings.