This Practice Note aims to: • provide practical guidance to private equity (PE) firms (and other funds) looking to acquire a distressed/insolvent company • provide practical guidance to PE firms as shareholders of a distressed/insolvent company • explain a PE firm's position in most types of corporate insolvency/restructuring situations • provide advice on what a PE firm can do to maximise its position if a company becomes distressed Following the 2007/8 credit crunch, when there were few M&A deals, PE funds (including special situations funds) looked to acquire distressed businesses, with a view to turning them around and adding them to their list of portfolio companies. This type of distressed investment is counter-cyclical and may be a useful way to diversify risk within a portfolio. Alternatively, existing PE shareholders need to be aware of the risks if their portfolio company enters the 'zone of insolvency'. While a company is operating normally, the interests of a company's creditors and shareholders are generally aligned. However, once it enters the

This is the successor scheme to Private Finance Initiative (PFI) and is another form of public-private partnership established following consultation in 2012.

Private Finance Initiative (PFI) is a government scheme to procure finance and operation (always) and often the design and construction of public sector projects by the private sector.

The acquisition of a privately owned or unquoted business.

A Term Description Accounts date deal On an accounts date deal for a share purchase, the buyer will determine the purchase price by reference to the previous set of audited accounts (and any other information available by means of due diligence) and there will be no mechanism for adjustment of the purchase price within the SPA (other than by means of warranty or covenant claims).A simple accounts date structure is infrequently used because it provides no protection (other than specific protections under the tax covenant) for the buyer for the activities of the target company (or its group) after the accounts date.For further information, see Practice Note: Completion accounts, accounts date and locked box and tax under the heading ‘Accounts date’. Anti-embarrassment clause These clauses typically provide that the seller will receive an additional payment for the shares/assets it sells to the buyer under the SPA/APA if the buyer resells such sale shares/assets (or an exit event such as a listing of the target company’s shares occurs) within a certain period of time after completion

A criminal prosecution brought by a private individual, company or organisation who is not acting on behalf of the police, Crown Prosecution Service or other public prosecuting using the power contained in section 6 of the Prosecution of Offences Act 1995.

This term is generally when referring to the broader private rental market and is usually distinguished from mainstream BTR by the specific design and quality elements associated with BTR

In the [insert name] Magistrates' Court [insert date] Defendant: [insert name of person responsible for the statutory nuisance OR where applicable, the owner of the premises from which the nuisance arises] Address: [insert address] Matter of complaint That on the [insert date] a statutory nuisance as defined by Environmental Protection Act 1990, s 79(1) [specify paragraph] existed at [specify the premises and its address] and continues to exist and that [name of person responsible for the statutory nuisance] is responsible for the statutory nuisance. Particulars of the statutory nuisance [state the nature

[insert address of claimant's instructing solicitor] [insert date] To: [insert name of person or local authority responsible; and address] [insert name], Existence of a statutory nuisance Notice under section 82(6) of environmental protection act 1990 We are instructed by our client, [insert name], to give you this notice of [his OR her OR its] intention to bring proceedings against [you OR your authority ] under the provisions of Section 82 of Environmental Protection Act 1990. Our

Private actions in English courts alleging the infringement of competition laws often arise in parallel to investigations by national and/or European competition authorities even if not strictly following-on from the same. Claimants commonly seek disclosure of documents and/or information provided to the competition authorities, or created by them ('regulatory material'). Passage of the Damages Directive, implemented in the UK in The Claims in respect of Loss or Damage arising from Competition Infringements (Competition Act 1998 and Other Enactments (Amendment)) Regulations 2017, SI 2017/385 (the Regulations), restricted the scope for claimants to get hold of regulatory materials for use in damages claims in the future. What do we mean by 'regulatory material'? This section briefly discusses the different types of regulatory material that may be sought and how they may be relevant to a private enforcement action. Infringement decision A UK or pre-Brexit competition authority’s decision is binding on a UK court. As such, it should go without saying that the court and the parties need to be able to see any

Mr Justice Mostyn has issued an update regarding the review of family law standard orders, confirming that the working party led by His Honour Judge Moradifar has undertaken a preliminary review of volume two of the standard orders (children and other orders) to identify those orders requiring urgent, immediate, update and amendment prior to the the outcome of the overall review. Three private law children case management and directions orders have been amended (Orders 7.2, 7.3 and 7.4), together with Order 8.3 as to public law directions and orders at the first case management hearing. In those orders where the question of jurisdiction is addressed, the amendments now require a case to specify whether it is governed by the jurisdictional rules in place either prior to or after IP completion day (11pm 31 December 2020). In addition, Order 23.2 has been renamed to make it clear that it should be used for all hearings except the final hearing, and not merely for the first hearing, and the substance and terminology of the order has also been amended to reflect recent relevant guidance and case law.

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