This Checklist looks at what information a company voluntary arrangement (CVA) proposal must contain as required by the Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024 and Statement of Insolvency Practice (SIP) 3.2, as well as by other bodies which may be affected by the CVA, including the Pension Protection Fund (PPF) and British Property Federation (BPF): • the IR 2016, SI 2016/1024, rr 2.2, 2.3 • statement of Insolvency Practice (SIP) 3.2 • PPF requirements, see: Checklist for approval of CVAs involving the Pension Protection Fund • BPF requirement, see Checklist: British Property Federation engagement and red flags for company voluntary arrangements The CVA proposal will contain the terms of a compromise between a company and its creditors, and therefore must be comprehensive and accurate. Where the proposal or circumstances are complex, the draft should be reviewed or prepared by a lawyer to ensure it correctly reflects the intentions of the arrangement. The proposal needs to be clear and understandable. For a suggested proposal for a CVA, see Precedent: Director’s

The below tables provide an overview of: (i) various factors that do not create separate classes (ie do not fracture the class) and (ii) various factors that have been considered to create separate classes (ie do fracture the class) in Part 26 scheme and Part 26A restructuring plan cases. Judges have found that the caselaw relating to schemes is equally applicable to restructuring plans on many issues (see Re PizzaExpress (convening) and Re Virgin Atlantic), including class formation (although the Court of Appeal in Adler confirms that cross-class cramdown (CCCD) in restructuring plans does require different considerations; see Practice Note: Cross-Class Cram Down under a Part 26A restructuring plan). As a word of caution, it is important to recognise that the class analysis is very fact-specific and it is possible that another judge, faced with a slightly different fact pattern, might reach a different conclusion to that reached below. For a detailed analysis of key metrics from the RPs filed

This Checklist sets out the factors to consider when instructing a notary to assist in relation to a loan transaction. It assumes that the notary will be instructed in England or Wales and that local counsel will be engaged to instruct notaries in other jurisdictions if required. For more information on the role and use of notaries in loan transactions, see Practice Note: Execution of documents in a loan transaction — Notarising documents in loan transactions and for more information on notaries in general, see Practice Notes: • Notaries and notarisation—notaries • Notaries and notarisation—notarisation, and • Notaries and notarisation—legalisation Preliminary questions when instructing a notary • What tasks does the notary need to perform? ◦ It is important to find out from local counsel exactly what needs to be done by the notary in order for the document to be admissable in that jurisdiction. Local counsel should send an email attaching the final document(s) to be notarised and including full details of what is required and whether

General requirements for applications under section 17 of the Company Directors Disqualification Act 1986 This checklist sets out the minimum requirements that the court and the Secretary of State for Business and Trade (SoS) will require in any application by a director under section 17 of the Company Directors Disqualification Act 1986 (CDDA 1986) for leave to act as a director despite disqualification. What other details and evidence are necessary to be set out will be fact specific. The application should be made using Form N208. For full details on the procedure see Practice Note: Applications for leave to act as a director under section 17 of the Company Directors Disqualification Act 1986—jurisdiction, parties and the application procedure. It is important that the applicant (the disqualified director) provides as much information as possible, as early as possible. This will give them the best chance of persuading the SoS and the court, that it is necessary that they be

This Checklist sets out a list of key tax questions to ask a counterparty to a joint venture. The aim of the list is to determine the principal UK tax issues that may arise for the remaining joint venture party/parties and/or any joint venture vehicle. These potential issues are highlighted in the list. The checklist assumes that the parties are UK tax resident corporate entities and that any joint venture vehicle will also be UK tax resident. The following Practice Notes provide further details of the UK tax issues highlighted in this checklist: • Tax implications of contractual joint ventures • Tax implications of establishing a joint venture partnership • Tax implications of operating and terminating a joint venture partnership • Tax implications of establishing a joint venture company • Tax implications of operating and terminating a joint venture company • Tax implications of international joint ventures • Transfer pricing and joint ventures, and • Tax

This checklist sets out the questions that will enable a legal adviser: to establish whether a document is protected by legal professional privilege; to identify who may claim such privilege and how that privilege can best be protected; and, in addition, how the privilege can be asserted as part of the disclosure process in litigation. Finally, the checklist sets out considerations applicable to challenging the assertion of privilege and the withholding of a document from production in litigation. A. Establishing whether a document is protected by legal professional privilege As is well known, in broad terms, legal professional privilege is into two parts: first, legal advice privilege for documents passing between a legal adviser and client for the purpose of seeking or giving legal advice; and, secondly, litigation privilege which is dependent on the purpose behind the creation of the document. This checklist sets out questions for determining whether either limb of legal professional privilege applies and consequential questions following that. 1. Legal advice privilege • 1.1 Is the document: ◦ 1.1.1 a communication

The British Property Federation (BPF) is an industry group for the UK real estate industry and strongly encourages prospective proposers of a company voluntary arrangement (CVA) and their nominees to consult with the BPF in advance of a CVA proposal being distributed. This allows representatives of the landlord community to identify particular issues within a CVA that may need to be addressed, and therefore helps to maximise the likelihood of approval. This engagement should (say the BPF) be in addition to—and not a substitute for—engagement with individual landlords (or groups of them) in relation to matters specific to them. BPF CVA red flag clauses - insolvency engagement guidance (Jan 2020) includes a statement of best-practice, which details how they expect companies to engage with the BPF on potential CVAs. Part of this guidance is a list of what the BPF believes to be the top 10 ‘red-flag’ clauses for landlords. The BPF cautions any prospective landlord voting on a proposed CVA to look out for these clauses and

Broadly a borrower in search of external finance has two principal options: • taking a loan, or • issuing debt securities in the debt capital markets For the purposes of this Checklist, we consider loans only. For more information about different types of loans, see Practice Note: Overdrafts, term loans and revolving credit facilities. For more information about debt securities, see Practice Notes: Debt capital market finance versus loan finance and Key features of the debt capital markets. Overdrafts The purpose of the borrowing is key to determining the appropriate type of loan and the choice of lender. If the borrower is looking for fast, flexible, short term funding to assist with temporary cash flow management (eg to assist with timing mismatches in supplier payments and customer receipts), it may be that an overdraft is most suitable for its purposes. Pros Cons Fast and uncomplicated to set up, typically as an add-on to an existing bank account Lower maximum borrowing amount than a term loan Flexible—once authorised, no prior

Purpose If you are looking to purchase assets (particularly expensive capital equipment, such as cars/commercial vehicles, agricultural machinery, plant & machinery, computers, office equipment such as printers/copiers, hotel/restaurant equipment etc), but don’t have the available cash to do so outright, leasing or hire purchase (HP) may provide an alternative to loan borrowing and provide the flexibility to pay by instalments over time to allow those payment instalments to be funded out of future generated business revenues. Review checklist—key risks When considering whether leasing or HP may be the more suitable means of financing the purchase of assets, it is important to consider the below. Cost Under a lease or HP agreement, the lessee/hirer pays a deposit and a series of instalment payments over an agreed time period (usually between 24 and 60 months or more), with an option (but not the obligation) in the case of an HP agreement only to purchase the asset(s) at the end of the hire period. CHECK: the total amount payable under the lease or HP agreement does

Constitutional and other documents Check the borrower’s constitutional and other documents to first establish that: • the borrower has the requisite power under its constitutional documents (ie articles of association or partnership deed etc) to borrow and give security, and • no other agreement entered into by the borrower would prohibit or otherwise restrict the borrower from new/additional borrowing or granting security (see negative pledge language in other financing, leasing or security documents) Lessons learned Once the borrower’s power and authority have been established, it is useful to locate and review any existing loan documentation for lessons learned, to establish what works (don’t re-invent the wheel), what doesn’t work (don’t perpetuate known problems), and what could be improved. Everyone can be wise with the benefit of hindsight. Consult the COO and CFO (as a minimum). Ask the following questions: • who are the existing bankers to the business? What is the nature of the relationship? Tip: a lender with whom the borrower does business over and above

This Checklist provides guidance on witness evidence in support of an application for pre-action disclosure under CPR Part 31.16, where the applicant and respondent are likely to be parties to subsequent proceedings. It highlights the substantive points to consider including in the witness statement, as well as cross references, points on costs and exhibits. You need to ensure that the witness statement in support of an application for pre-action disclosure addresses the following: • why the applicant and respondent are likely (in the sense of ‘may well’)

When setting up a charity there are a number of issues that have to be decided upon that will not only apply to its creation but also to its future running and development. Therefore the practitioner needs to guide the client through a number of steps and questions to get a full picture. Charity objects 1. Have the promoters of the charity determined precisely its object(s)? 2. Are the objects 'exclusively charitable according to the law of England and Wales'? Name If the charity is likely to be registered, have the promoters checked that the proposed name is acceptable to the Charity Commission? Benefit locus Are the benefits to be restricted to persons connected with a particular place or area? Finance Will funding come from: 1. the gift or endowment of an individual donor or group of donors? 2. casual or periodical donations or subscriptions made by members of the public? 3. grant(s) from public or charitable funds? 4. trading activities