A guarantee can take the form of a separate guarantee document or form part of the facility agreement in a guarantee clause. Irrespective of which option is chosen, the principles of drafting and negotiating guarantees will be the same. Parties The parties to a separate guarantee document, whether executed as an agreement or as a deed, will be: • in a bilateral transaction—the guarantor and the lender, and • in a syndicated transaction—the guarantor and the security agent as agent for the lenders Where a guarantee forms part of the facility agreement, each guarantor must also be a party to the facility agreement along with the other parties to the facility agreement. Drafting the guarantee The lender's lawyers will usually prepare the first draft of the guarantee provisions (whether in a separate guarantee document or in the facility agreement). Finding a suitable precedent When looking for a suitable precedent guarantee, it is important to consider: • who is granting the guarantee?—if the guarantee is being granted by an individual, see

Intercreditor arrangements—initial considerations Do I need an intercreditor arrangement? An intercreditor arrangement should be put in place in any situation where two or more creditors of the same person or entity wish to vary or confirm the position at law as regards creditor issues. These may include: • in what order the creditors should be repaid on insolvency • in what order the creditors should be repaid out of enforcement of security proceeds • any restrictions on repayments or payments to a creditor prior to insolvency • any restrictions on a creditor enforcing its security or pursuing a debt claim against the entity, and • any restrictions on a creditor making additional debt available to that entity On insolvency, without a contractual intercreditor arrangement in place, secured creditors will, subject to certain exceptions for floating charges, rank ahead of unsecured creditors, who will rank pari passu (subject to priority debts). As between themselves, the order of repayment of the secured creditors will depend on rules relating to the priority

This How to guide is part of the Banking & Finance loan transaction collection. It includes links to precedents and contains drafting and negotiating points and is intended as an introductory guide to those new to banking and finance law. What is a mandate letter? Mandate letters are used in many types of syndicated transactions to set out the terms on which the borrower appoints banks or financial institutions to the various roles in a syndicated facility. The roles will include the mandated lead arrangers (appointed to arrange the facilities) (MLAs), the bookrunners (appointed to arrange syndication) and the underwriters (appointed to underwrite the facilities—ie commit to lending the full amount even if the facilities can’t be successfully syndicated). The mandate letter will typically set out provisions relating to the proposed terms of the financing, the fee structure applicable to the arrangement and the proposed syndication strategy—ie authorise the MLAs to syndicate the loan on an exclusive basis. For more information on the role of the MLAs in a syndicated

This How to guide is intended to provide a starting point in terms of drafting and negotiating a security document. It includes links to useful precedents, and sets out key drafting and negotiating points. Practice Note: Introductory guide to security in a lending transaction provides a more comprehensive introduction to taking and perfecting security on a lending transaction and discusses the different types of security, how to perfect security and priority of security. Practice Note: Debenture drafting and negotiation guide provides detailed guidance on how to draft and negotiate a debenture. Parties The parties to a security document in a bilateral transaction will be: • the security provider(s)—eg the borrower(s) under the facility agreement or a third party, such as a group company guarantors or a parent company, or both, and • the lender The parties to a security document in a syndicated transaction will be: • the security provider(s)—the borrower(s) under the facility agreement or a third party, such as the group company guarantors or a parent company,

Legal opinions are one of the key documentary conditions precedent in loan transactions. The legal opinion in this context is a letter, from a law firm to the lender(s), which sets out opinions as to matters of law. It does not cover factual matters. The letter will be made up of the legal opinions themselves, along with a set of assumptions and qualifications which usually make up the majority of the letter. It is common practice for the solicitors acting for the lender(s) to issue a legal opinion on finance transactions although this will necessarily depend on the agreement between the parties and the law firms advising them on the transaction and what legal opinions are required ie, as to capacity, due execution or enforceability (or any one or more of them). For more information, see Practice Note: Legal opinions—uses, scope and structure—What is a legal opinion? and When do you use a legal opinion? In transactions where the principal documents are governed by English law, an English law

This practical guidance relates to the pre-Procurement Act 2023 regime This Practice Note contains guidance relevant to public procurement exercises commenced before the Procurement Act 2023 (PA 2023) came into force on 24 February 2025. In-scope procurements begun on or after this date are governed by PA 2023. Under the transitional and savings provisions for PA 2023, the previous public procurement regimes continue to apply to the extent necessary to allow contracting authorities to complete and manage procurements commenced before PA 2023 came into force (ie ongoing procurements). This Practice Note should be read in that context. For background reading, see Practice Note: Introduction to the Procurement Act 2023—PA 2023. Further practical guidance on PA 2023 is set out in a separate subtopic, see: Procurement Act 2023—overview. Technical specifications under the Public Contracts Regulations 2015 In public procurement procedures under the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, the subject-matter of a public contract is defined by reference to technical specifications. The contract award criteria, employed

Organisational change is difficult, but law firms that don’t change don’t keep pace with the world around them. Driving change effectively in the workplace can energise teams and enhance creativity and productivity. This Practice Note explains Kotter’s eight-step change management process and how firms can use it. It covers gaining buy-in, how and why people respond differently to change, how to handle change going wrong and celebrating successes. Kotter’s eight-step change process and how to use it There are many theories about how to implement change within an organisation but perhaps the best known and most often cited is John Kotter’s eight-stage model. The eight stages follow a logical process for embedding change and engaging with employees. Practice Notes: Continuous improvement—law firms—step 5—embed the process—making changes firm-wide and Continuous improvement—law firms—step 5—embed the process—anticipating the response to major change cover this in further detail but here are some practical tips for each stage: Stage Main objective Practical tips Stage 1: Create a sense of urgency Highlight

There are a number of circumstances in which shares in a company may be transferred, the most common of which is on a sale of the shares. Other circumstances include a transfer of shares upon the granting or enforcement of security or by way of gift. It is also possible for a company to buy back its own shares or for its shares to be transmitted by operation of law (eg where the death or bankruptcy of a shareholder has occurred). This Practice Note focuses on the usual procedure to effect a transfer of certificated shares on a sale that is not a share buyback. Certificated shares, uncertificated shares and their transfer Shares in a company can be held in certificated form or uncertificated form. Shares in a company are held in certificated form if the company has, or should have, issued a physical share certificate in respect of the shares. Shares in a company are held in uncertificated form if they are held electronically; the company need not, and will not have, issued a physical

Once a bankruptcy petition and supporting documents have been presented (or issued) at court, the first step the petitioning creditor will need to take is to effect service of the documents on the debtor. This Practice Note sets out the ways in which a petitioning creditor must effect service of the bankruptcy petition on the debtor. It does not specifically deal with service of any other documents in insolvency proceedings. For further guidance on how to issue a bankruptcy petition or the procedure at the bankruptcy hearing, see Practice Notes: • Creditors' bankruptcy petitions—grounds and documents required for presentation • Bankruptcy petitions—process and procedure post-presentation of the petition The general rule—personal service of the bankruptcy petition on the debtor The general rule is that a sealed copy of the bankruptcy petition must (absent any order of the court for substituted service) be personally served on the debtor by either an officer of the court, or by the petitioning

This Practice Note provides a ‘How to’ guide to enforcing a financial order within family proceedings, including general enforcement applications, methods of enforcement and the provisions of the Family Procedure Rules 2010 (FPR 2010). It also considers Hadkinson orders and when interest may be payable in relation to a financial order. This Practice Note assumes a basic understanding of the background to, and the mechanics of, financial orders within proceedings and aims to assist with how to enforce a financial order within family proceedings. It should be read in conjunction with the Practice Note: Enforcement of financial orders. Background to reform The Law Commission report: Enforcement of Family Financial Orders (Law Com 370), contained a number of recommendations for reform of the law on the enforcement of family financial orders. In August 2018, the government responded to the Law Commission recommendations and confirmed its commitment to, inter alia, introduce a free-standing comprehensive procedure for enforcement within FPR 2010 and to create new guidance for litigants in person. In June 2020, the Family Procedure

This Practice Note considers the inadequacies of the current system for enforcing judgments in the civil courts of England and Wales against assets or debtor’s rights in those countries. It assesses how a judgment creditor can try to put itself in the best position either to avoid the need for enforcement of a judgment it has obtained, or to help a debtor to pay what it owes. The proposals made in the Civil Justice Council’s April 2025 report on enforcement are discussed. Why there is a need to enforce Not all claimant users of the civil justice system in England and Wales realise, when starting the process by issuing a claim form, that court-focused activity falls into two distinct parts: obtaining a judgment to enforce, and then enforcing it. With a compliant, losing defendant the second part is unnecessary because the judgment will be voluntarily paid or satisfied. Most debtors are not of that type, either because they cannot pay the judgment sum or wish to make things as hard as possible

This ‘How to’ guide sets out how to enforce an award of compensation or costs made by an employment tribunal, or an Acas-conciliated settlement agreement (COT3), in England and Wales. Further, more detailed, guidance on enforcement generally is available in Practice Note: Enforcement of employment tribunal awards and Acas COT3 settlements. For information on enforcement in Scotland, see Practice Note: How to enforce employment tribunal awards and Acas COT3 settlements in Scotland. The main ways in which an individual can pursue and seek enforcement of an unpaid tribunal award or sum agreed to be paid as part of an Acas conciliated (COT3) settlement are to: • put pressure on the employer to pay by registering the unpaid amount with the government’s penalty scheme • file a copy of the judgment with the County Court and use that court’s general enforcement processes • use the Acas and employment tribunal fast track enforcement procedure An employer who fails to pay an employment tribunal award which has been registered with the government’s