This Practice Note provides practical guidance on the UK border control changes related to Sanitary and Phytosanitary (SPS) checks which take effect from 30 April 2024 for both imports from the EU and the European Free Trade Area (EFTA) as well as the rest of the world. Introduction The UK has an obligation to establish its own border arrangements to deal with imports from the EU. This obligation arose on 1 January 2021 because of the UK exiting the EU’s customs union. As from 1 January 2021 UK products imported into the EU have been subject to full EU border controls. However, the UK did not implement any border controls on EU imports until 1 January 2022. For guidance on the border controls that were introduced, see Practice Note: New UK border control with the EU as from 1 January 2022. The UK’s intention was to impose border controls with the EU in a staged approach to allow UK businesses time to adapt to the changes. The UK postponed the implementation of the final stage of border

A documentary letter of credit is where the buyer under an international sales contract procures his bank to issue an irrevocable credit in favour of the seller to pay an agreed sum of money against tender by the seller of the shipping documents.

This Practice Note provides an overview of the role that ratings agencies play in the debt capital markets and explains some of the key documentary criteria for rating agencies. Rating agencies and their role Rating agencies provide a credit rating for the issuers of debt securities for public or private use. Issuers whether they be corporate, sovereign, financial or other entities may themselves be rated. This rating may also be the rating of any debt securities which they issue and are directly responsible for, and which are not subject to any credit enhancements. An issuer’s debt securities may be rated separately from the issuer where the issuer is a company specially set up for the issuance (a special purpose vehicle (SPV) or where the debt securities benefit from credit enhancements (eg a guarantee) to make them stronger than the standing rating of their issuer. A credit rating is obtained on application by the issuer to one or more rating agencies. Rating agencies—key institutions The international credit ratings market is dominated by three major institutions:

A documentary relaxation clause refers to a clause in a facilities agreement that provides for the terms of the facilities agreement to be automatically amended to be less onerous for the borrower group if, during the life of the facility, a trigger condition (such as a listing) is satisfied.

This Practice Note explains various aspects of a documentary ‘relaxation’ or ‘release’ clause, which is often included in leveraged buy-out (LBO) facility agreements. It also examines: • the most frequently encountered trigger conditions • ommon methods of relaxing requirements to provisions in the facility agreement, and • certain points to consider when negotiating this clause This Practice Note assumes a certain level of understanding of leveraged finance structures and documentation. For introductory information, see Practice Notes: Introductory guide to acquisition finance and Introductory guide to leveraged finance facilities agreements. The Glossary of acquisition finance terms and jargon may also be helpful. Background Traditionally, leveraged buy-out (LBO) facility agreements have imposed tight restrictions on the group's activities and included stringent mandatory prepayment obligations due to the high leverage. Private equity sponsors often take the view that, while restrictions may be warranted while the balance sheet is highly leveraged, should the group substantially deleverage, tight controls are unnecessary. Deleveraging may occur either due to: • a combination of earnings before interest, taxes, depreciation, and amortisation (EBITDA)

What does this Practice Note cover? This Practice Note describes the documentation required to establish and maintain a derivatives clearing relationship structured under the principal model (see: ‘Two main models of clearing’ below), as commonly used in the EU and UK. It outlines the legal and operational framework for documenting both the Client Transaction (defined below) and the corresponding CCP Transaction (defined below), including the use of standard industry templates, collateral arrangements, and account segregation models. How is clearing achieved? Clearing is the process under which a central counterparty (CCP) acts an ‘intermediary’ in respect financial market transactions to ensure and mitigate the risk of the relevant trade between ‘buyer’ and ‘seller’. More specifically, clearing is achieved through a structured process involving trade submission, validation, and novation by a CCP. Once a trade is executed, it is submitted to the CCP via a clearing member (CM) and the CCP in its intermediation function becomes the buyer to every seller and the seller to every buyer, ensuring

Articles of association and the joint venture agreement The principal documents required for a corporate joint venture are: • the articles of association (articles) of the joint venture company (JVC), and • the joint venture agreement or shareholders' agreement (JVA) Practice differs as to which terms are included in the articles and which are included in the JVA. Key distinctions between the articles and the JVA are summarised below. Differences between the JVA and articles Subject Articles Joint venture agreement Publicity Publicly available document required to be filed at Companies House It is generally accepted that the JVA does not have to be registered provided that the JVA does not purport to amend the articles or contain matters for which the Companies Act 2006 prescribes a special resolution. It is therefore important not to cross-refer to the JVA but rather to set matters out comprehensively in the articles. Commercially sensitive terms will therefore often be included in the JVA Amendment Can generally be amended by special resolution (requiring a 75% majority of votes

The role of documentary evidence In any civil dispute, contemporary evidence is at the foundation of a party’s case. Documents will, in most cases, provide the principal and most reliable form of such evidence. The position is no different in relation to construction disputes. The volumes and types of documents that may be available in relation to construction disputes may be large and varied. Construction contracts themselves can be substantial, and typically contain prescriptive regimes for the issue of notices, certificates and other information throughout the project lifecycle. Beyond the contract, the complexity and duration of projects, the involvement of multiple parties, and the regulatory requirements to which construction works are subject, all contribute to the production of documents and correspondence. If properly maintained and used, this documentation will be valuable when disputes arise. While parties will often rely upon expert and factual witness evidence, such evidence will generally not substitute contemporaneous documentary records. First, construction disputes often involve matters of technical and factual complexity, which may not be appropriate for witness of fact evidence. Second, the duration

Employment analysis: Documents created separately from the written employment contract, without the employee's knowledge and which purport to show that a person other than the person named on the employment contract is the employer (eg work permits naming another entity as the employer) should be viewed with caution when determining the identity of the actual employer, as doing otherwise would seriously undermine the written agreement entered into by the parties. Further, the Early Conciliation (EC) requirement applies to relevant proceedings even where the underlying claim (eg for breach of contract) is based on foreign law, according to the EAT.

This Checklist sets out the documents each party will need to provide to the court to enable it to undertake a provisional assessment. This procedure is intended to be a quick means of assessing costs as the court is to use ‘its best endeavours’ to undertake a provisional assessment within six weeks of receipt of the request for detailed assessment and the supporting papers. The document/court form required as well as the applicable CPR provisions are noted in this Checklist. Paying party The paying party must provide the following documents to the receiving party to enable them to file a request for an assessment. CPR provision/Form Document Comments Provided CPR PD 47, para 14.3(e) Completed points of dispute and any reply This is precedent G CPR PD 47, para 8.3 An open letter stating what sum, if any, the paying party offers to pay in settlement of the total costs claimed. This is the open settlement letterNote: the paying party may also make a Part 36 offer but this is not to be filed

This Practice Note sets out the documents that need to be served on the defendant alongside the claim form. The relevant documents required will depend on the type of claim (Part 7, Part 8 or Part 20) and whether serving in England and Wales or in another jurisdiction. Documents considered are the particulars of claim, response pack (Form N9) which includes forms for admissions (Forms N9A and N9C), defence and counterclaim (Forms N9B and N9D), the acknowledgment of service (various), notes for defendant replying to the claim form (various) and notice for service out of the jurisdiction where permission of the court is not required (Form N510). The Practice Note also considers the provision of an initial disclosure list of documents. It is important to ensure that all the required documents are provided to the defendant as any failure to serve the requisite documents will need to be rectified and this can be time consuming, as well as, potentially, costly. Whether the court will consider the failure to provide the relevant document(s)