This note provides an overview of Balance of Plant (BOP) Agreements in the context of wind farm projects. It considers: • what BOP Agreements are, and why they may be used as part of a disaggregated construction procurement structure • the typical construction contractual arrangements within which BOP Agreements feature • the key provisions in a BOP Agreement • standard form documents that may assist in drafting a BOP Agreement • areas where disputes may arise This note is based on UK wind farm projects, although many of the issues and structures discussed will be applicable to international projects. It assumes the wind farm development will be project financed and includes relevant project financing considerations. In this note, all references to: • Developers—are to the developers of the wind farm project who are typically the project sponsors • Project company—are to the company which is normally set up as a special purpose vehicle, and through which the wind farm is built, financed and operated. Its shareholders are the project sponsors • Lenders—are to lenders

THIS PRACTICE NOTE APPLIES TO TRUST-BASED DEFINED BENEFIT OCCUPATIONAL PENSION SCHEMES What is the balance of powers? In the context of a trust-based occupational pension scheme, the balance of powers is the term used to describe how the powers in the scheme's trust deed and rules are distributed between the trustees and the sponsoring employer. Powers may be held: • by the sponsoring employer alone • by the trustees alone • by the sponsoring employer and the trustees jointly • by a third party (eg the scheme actuary) Powers may also require agreement or consultation with another party. The balance of powers is usually determined by the sponsoring employer when the scheme is established and the trust deed and rules are drafted. Changes made to the trust deed and rules while the scheme is ongoing may alter the balance of powers between the trustees and the sponsoring employer. The balance of powers varies from scheme to scheme and some powers are more important than others. Powers which affect

POWER CLAUSE / RULE HELD BY REQUIRES AGREEMENT OR CONSULTATION WITH SUBJECT TO power of amendment power to wind up scheme power to defer winding up of scheme power to cease the future accrual of benefits power to close the scheme to new joiners power to readmit employees to membership of the

An account showing the assets of a company and its liabilities. Since the requirement for the inclusion of pension fund values and liabilities has been imposed, balance sheets can give a very misleading portrait of a company's value.

A balance sheet is simply a snapshot of the financial health of the firm at any given time, ie what the business is worth. It achieves this by showing:

Where liabilities exceed assets (see Insolvency Act 1986, s 123(1)(e)).

Restructuring & Insolvency analysis: Applying established principles, the court concluded that a company was balance sheet insolvent based on liabilities falling due in 2029. In reaching its conclusion, the court considered the law on the 'balance sheet' insolvency test and applied it in a scenario where the relevant liabilities related to loans which still had several years left until their respective maturity dates. The rationale set out by the court provides a reminder that the tests for insolvency under section 123 of the Insolvency Act 1986 (IA 1986) are fact-sensitive and cannot be boiled down to simple mechanical equations. In reaching its conclusions on balance sheet insolvency, the court noted that it must ultimately be satisfied that a company cannot reasonably be expected to meet its liabilities. As such, the quality of evidence of solvency presented before the court will be carefully examined and will be key in determining whether a company is insolvent. Written by Aziz Abdul, legal director and Alasdair Terkatz-Cameron, associate at Addleshaw Goddard LLP.

A fund invested in a range of asset classes, particularly equities and bonds.

A manager who operates a fund or portfolio which is invested across a range of different asset classes where the manager seeks to add value by choosing between those asset classes, and by choosing the right shares or bonds within each class.

Candidate Name of person being assessed [Insert name] Date of assessment [Insert date] Assessor(s) [Insert name(s)] Partnership promotion criteria Criteria 1: Financial and technical skills Required skill or indicator Measurement Does the individual meet this criteria? Billable hours [Insert the required measurement for this skill/indicator, eg 1500 chargeable hours per annum] ☐ Yes☐ No Billable hours conversion rate [What percentage of billable hours do you expect to be converted into actual billing, eg 85%] ☐ Yes☐ No Legal knowledge [Insert the required measurement for this skill/indicator, eg Specific areas of expertise] ☐ Yes☐ No Matters handled [Insert the required measurement for this skill/indicator, eg Volume and consistency—compliments and complaints] ☐ Yes☐ No Ability to understand and interpret financial reports [Insert the required measurement for this skill/indicator, eg What reports are required, how have they been used in decision making?] ☐ Yes☐ No Ability to handle complex matters [Insert the required measurement for this skill/indicator, eg technical complexity and diplomatic sensitivity in trickier matters] ☐ Yes☐ No Amount of new business generated [Insert the required measurement for this skill/indicator, eg The role they played in winning new

Information Law analysis: Jose Saras, partner, and Xavier Prida, associate, of Preiskel LLP, consider the new ICO guidance on profiling tools for online safety and its articulation with Assimilated Regulation (EU) 2016/679 (UK GDPR) and the Privacy and Electronic Communications Regulations 2003 (PECR 2003).

Arbitration analysis: The High Court held that limited, temporary redactions to a judgment concerning disclosure of material from a foreign arbitration were justified where publication could prejudice arbitral confidentiality and the effectiveness of the English proceedings. Applying open justice principles, the court confined redactions to arbitration-sensitive material, while permitting publication of an intelligible judgment and treating the related order as public. The decision illustrates that arbitral confidentiality does not automatically displace open justice, particularly where material has already been aired in open court. Practitioners should consider narrowly tailored, time-limited redactions, protect confidential material before its deployment in public, and define precisely the permitted use of material covered by confidentiality undertakings. Produced in partnership with professor Philip Clifford KC and Ms Dara Lipovac of Latham & Watkins (London) LLP.