1 Introduction to this guide 1.1 [Insert firm name] is required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692, as amended, to put systems and controls in place to combat money laundering, terrorist financing and proliferation financing. 1.2 Our AML, CTF and counter-proliferation financing policy contains the procedures we have developed to comply with these obligations. This includes a requirement to conduct client due diligence (CDD), ie to: 1.2.1 identify and verify the client’s identity; 1.2.2 identify the beneficial owner where this is not the client; and 1.2.3 obtain details of the purpose and intended nature of the business relationship. 1.3 This document provides guidance on the second requirement, ie to identify the beneficial owner. 2 What/who is a beneficial owner? 2.1 A beneficial owner is the natural person(s) who: 2.1.1 ultimately owns or controls the client; or 2.1.2 on whose behalf a transaction is being conducted. 2.2 The concept of beneficial ownership should not be confused with a situation where a client appoints someone to act on their behalf. See AML, CTF and counter-proliferation financing policy, section [insert section title or number] for the

Parties to an ISDA Master Agreement It is important that the Master Agreement correctly identifies the party with whom Transactions will be entered into: • in complex corporate organisations it is easy to mistake similarly named entities; • the entity named must be in an acceptable jurisdiction and have the requisite authorities and regulatory approvals to transact; • the name of the party to the Master Agreement must match that on any existing Transactions which it is intended to govern Where the counterparty is an entity in a different jurisdiction, legal due diligence on that party is required, using the ISDA netting legal opinions as a starting point (see Practice Note: ISDA netting legal opinions), to ensure that the contract being agreed is fully enforceable in that jurisdiction. Dating the Master Agreement and schedule Common practice in the derivatives markets is for the entry into Transactions to be made ahead of the execution of a Master Agreement. As such, the Master Agreement which intends to capture all outstanding transactions needs to

Post completion refers to the stage in a transaction after completion. When a property is sold, there are key steps and processes that must be carried out after the documents are dated and monies move. It is an important phase of any transaction, but it is particularly significant in the sale and purchase of registered land because the post completion stage is critical to a successful transfer of legal title. This Practice Note covers why post completion is important, why early preparation is key and walks you through the key post completion tasks in the sale and purchase of a registered freehold or leasehold commercial property, including: • notification of completion and diarising dates • compliance with solicitors’ undertakings • dealing with client monies after completion • tax matters • HM Land Registry (HMLR) applications (including requirements relating to execution of documents), and • dealing with transaction documents and title deeds It also looks at the additional post completion steps required in relation to transactions involving: • the

Certificate of title The City of London Law Society (CLLS) Certificate of title (Certificate), is generally accepted as the industry standard form of certificate of title for commercial property transactions in England and Wales. For further guidance, see Practice Note: What is a certificate of title?—Standard forms of certificate of title. The current version of the Certificate is the CLLS Certificate of Title (Eighth Edition 2026 Update). Since its introduction in 2023, the Eighth Edition has been subject to a number of updates, which should be read together with the accompanying CLLS Note to Users (‘User Note’). Current accompanying documentation includes: • Questionnaire for CLLS Certificate of Title Eighth Edition 2026 Update (‘Certificate Questionnaire’) • Supplemental Enquiries CLLS Certificate of Title Eighth Edition 2026 Update (‘Certificate Supplemental Enquires’) • Wrapper for Report on Title for CLLS Certificate of Title Eighth Edition 2026 Update (‘Certificate Wrapper Report’) • Letter to Company Seeking Confirmation on Draft CLLS Certificate of Title Eighth Edition 2026 Update  (‘Draft Certificate Confirmation Letter’) • Letter to Company Seeking Confirmation on

This Precedent sets out precedent execution clauses for the types of entities most commonly encountered in property transactions. It includes provisions for both contracts and deeds. Most entities will have a choice of methods of execution. Consequently, it is important to check with your client as to their preferred/required method. Where appropriate, the example execution clauses specified are those prescribed by the Land Registration Rules 2003, SI 2003/1417, or recommended by HM Land Registry (HMLR) in the relevant HMLR Practice Guide. For deeds which are to be submitted to HMLR, the form of execution should always be checked against current HMLR requirements. For further guidance, see Practice Note: Property deeds—use and execution of deeds in property transactions—HM Land Registry requirements. Note that a contract for the sale, or other disposition, of an interest in land is void unless it complies with section 2 of the Law of Property (Miscellaneous Provisions) Act 1989 (LP(MP)A 1989). This means that it must: • be in writing; • contain or incorporate all of the terms expressly agreed by the parties; and

What are sanctions? Sanctions are non-permanent international restrictions or prohibitions aimed at: • encouraging a change in the behaviour of a particular country or regime • applying pressure on particular countries or regimes to comply with certain objectives • preventing and suppressing terrorist financing They are also used as a last resort enforcement tool when international peace and security has been threatened. What types of sanctions are there? There are various different types of sanctions, which can range from comprehensive financial and trade sanctions to more targeted measures such as arms embargoes, travel bans and financial or diplomatic restrictions. Sanctions are commonly described as either trade sanctions or financial sanctions. The distinction is relevant in terms of who applies and enforces the sanctions. In broad terms: • financial sanctions restrict dealings in money and the provision of financial services—they can include the prohibition of funds transfers to and from certain countries, individuals or entities, investment restrictions and asset freezes and may be targeted at individuals, entities, sectors or countries • trade sanctions are measures which restrict the import and export of goods, non-financial services or

ARCHIVED: This Practice Note has been archived and is not maintained. Licensed premises owners and operators must consider and implement health and safety law in the workplace like all other employers. Undoubtedly, a licensed premises which provides activities including the sale or supply of alcohol, the provision of regulated entertainment and the supply of hot food and hot drink, may present risks to health and safety owing to the nature of these activities. This is both in terms of operation (eg for movement and storage of heavy barrels, glassware, hot crockery, music volume and crowded spaces) and in terms of the potential intoxication of customers, which may increase the likelihood of incidents. There is a wide range of existing legislation concerning health and safety and in order to assist local authorities in reviewing these considerations in respect of licensed premises. This Practice Note is intended to provide an overview of the key legislative and policy considerations. A licensing authority should consider health and safety issues when

This Practice Note considers the key documentation issues in a loan financing transaction which deal with hedging. It covers the key provisions in the facility agreement, hedging strategy letters, intercreditor agreements and security documentation. It also considers fixed rate facilities and provides useful links to applicable regulatory requirements. For specific information on the ISDA documents, see Practice Note: Guide to hedging within a financing context—the ISDA documents. For information on why borrowers use hedging in lending transactions, see Practice Note: Use of derivatives to hedge against risk in a lending context—Hedging against risk in a lending context. Facility agreement Hedging clause Some facility agreements include a clause setting out what is required in terms of hedging in a particular transaction (see, for example, the drafting options in clause 8.3 (Hedging) of the Loan Market Association (LMA) Single Currency Term Facility Agreement for Real Estate Finance Multiproperty Investment Transactions with/without Observation Shift (LMA REF investment facility agreement)—the first

Background Loan transactions are often negotiated over a lengthy period of time. Hedging is typically put in place to support a loan, eg an interest rate swap to convert a floating rate (typically compounded SONIA (Sterling Overnight Index Average) or other Risk Free Rate (RFR)) under the facility agreement into a fixed rate. However, it is often the case that the hedging agreements are only presented at the end of a transaction, as a condition precedent to drawdown of the loan and as a 'standard' document to be executed. This Practice Note looks at the pitfalls of accepting this approach and how, by considering the International Swaps and Derivatives Association (ISDA) documentation in the light of the facility agreement and other finance documents, a consistent position can be reached which reflects the commercial agreement. This Practice Note should be read in conjunction with the following Practice Notes: • Guide to hedging within a financing context—for the financing lawyer • Scope of the

This Practice Note is a guide to insolvency in PFI/PF2 projects. The aim of this Practice Note is to provide restructuring and insolvency practitioners with an overview of the relevant contractual provisions, restructuring options and potential measures to protect a client’s position. What are PFI/PF2 projects? The Private Finance Initiative (PFI) is a public private partnership (PPP) model, the purpose of which is to procure and deliver a variety of public infrastructure and services, including schools, hospitals, prisons, railway links, roads and social housing. A PFI project is typically funded by private sector lenders, with private sector contractors taking on the burden and risk of the design, construction and/or day-to-day operations. Each PFI project is usually a long-term arrangement which lasts for 25–30 years. Private Finance 2 (PF2) was introduced by the government in December 2012, with a view to increasing the sources of equity and debt finance, increasing transparency, and reducing the cost of the procurement process. In particular, the government often acts as a minority equity investor in PF2 projects. For

Introduction to common participants in the market The oil and gas industry is a significant contributor to the UK economy: • it supports around 115,000 jobs (both directly and indirectly) • it has contributed £175 billion in tax receipts over the past 25 years • in 2022/2023, government revenues from oil and gas production were £9 billion Historically, the industry has been buoyant, and insolvency practitioners have not had much involvement. In 2010, there were just four insolvencies in the sector. However, in 2015 oil prices hit an all-time low which saw insolvencies in the sector rise to 28 for that year. As a result of its maturity, the UK continental shelf is among the more expensive places in the world to produce oil: prior to the downturn in oil prices in 2015/2016, the cost of producing a barrel of oil in the UK cost $US40 compared to less than $US5 in Kuwait. This cost has somewhat reduced following the 2015/2016 downturn with public

This Practice Note looks at the structure and funding of farming businesses, the types of security that can be granted by them and enforcement options available to lenders. It also considers the risks and issues to be considered before taking enforcement action in the agriculture industry (including those relating to a lender’s security); the operational and practical issues faced on appointment of an insolvency practitioner and the factors to consider when assessing the decision whether to continue trading. The UK agriculture industry accounts for around 70% of the land in the UK and helps to maintain landscapes of cultural heritage. The industry is traditionally split into three main categories: dairy, arable and livestock. Of the total farming acreage about 70% is owner occupied, the balance being let to tenant farmers. Many farmers depend on subsidies to ensure they can continue farming. For some up to 50% of all the money they receive is in subsidies, with small farmers particularly vulnerable. Rates of agricultural insolvency have been relatively modest over the past 20 years due,