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PRACTICE NOTES
STOP PRESS: The Loan Market Association (LMA) has published updated versions of the standard terms and conditions for Par and Distressed Trade Transactions, the full suite of Funded Participation and Risk Participation Agreements and the Secondary Debt Trading Documentation User Guide; taking effect from 17 March 2026. The amendments include the removal of LIBOR references, revisions to IBOR rate definitions and the Target2 definition and updated ERISA representations incorporating additional exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The updated documentation is available to LMA members only, on the LMA’s Documentation Hub. The majority of secondary debt trades are conducted by telephone or by email. Following the trade call or email exchange, the parties will document the terms of the trade in a trade confirmation. For more information, see Practice Note: Secondary debt trading—timeline of a typical trade. This Practice Note assumes that the parties to the secondary debt trade have agreed that the trade will be documented using the Loan Market Association (LMA) suite of recommended
PRACTICE NOTES
The timeline outlined below is an indicative (and in most cases very aspirational) time-frame incorporating the various steps required through the process of a typical secondary debt trade and is rarely achieved in the context of an actual trade. The failure to achieve the timeline is not a breach of contract. The process is similar for trading of par debt and distressed debt although the table below highlights certain specific differences between the two types of trade. This timeline has been produced on the assumption that the Loan Market Association (LMA) secondary debt trading suite of documents will be used by the parties to document their trade. For more information on the documentation for secondary debt trades, see Practice Note: Overview of the key documentation in a typical secondary debt trade. Timeline of a typical secondary debt trade T = Trade date. All references to days are to business days. Day Action Pre-trade date Ideally, to avoid delay between the trade date and the settlement date:• The buyer and
GLOSSARY
earnings above which employer's secondary class 1 NICs are payable
GLOSSARY
Full-time education which is suitable for pupils over ten years six months and under the age of 19.
PRACTICE NOTES
These training materials consist of template PowerPoint slides that can be used as the basis of one or more training seminars in relation to secondary equity offers. The training materials will assist legal advisors, company secretaries, members and directors to gain an understanding of the law and regulation in relation to raising additional equity investment, and provide a link to other useful materials and guidance. It is anticipated that those providing training will use these slides as a helpful starting point for their presentations and then amend them accordingly to reflect their particular circumstances. In particular, the key
GLOSSARY
In copyright, these are a series of acts relating to so called infringing copies which amount to an infringement in themselves.
NEWS
Arbitration analysis: On 23 July 2024, the United States District Court for the Southern District of New York (the “Court”) held that it lacked subject matter jurisdiction to vacate international arbitration awards where the seat of the underlying arbitration was Geneva, Switzerland. Further, the contracting parties to the arbitration could not expand the powers of the Court beyond the confines set by the New York Convention. Written by David L Earnest, partner at Diamond McCarthy LLP.
GLOSSARY
Secondary liability describes a party’s legal responsibility for a wrong committed primarily by someone else, where the secondary party has facilitated, authorised, encouraged or failed to prevent the wrongdoing in circumstances giving rise to liability. It is a descriptive term used across civil and criminal contexts, rather than a single defined statutory concept.In criminal law in England and Wales, Scotland and Northern Ireland, it commonly refers to liability as an accessory (for example, aiding, abetting, counselling or procuring an offence), now largely governed by the Serious Crime Act 2007 and developed by case law. In Ireland, similar principles apply under common law and statute.In civil law, secondary liability arises in areas such as intellectual property infringement, conspiracy, dishonest assistance in breach of trust, knowing receipt, and joint tortfeasorship (for example, inducing or participating in another’s breach of contract or tort). The precise tests (knowledge, intention, assistance, common design) are largely case-law driven across all four jurisdictions.Practically, secondary liability is crucial for risk assessment, litigation strategy, and drafting indemnities and exclusions, as it allows claimants and prosecutors to pursue parties other than the principal wrongdoer who are sufficiently connected to the wrongful act.
GLOSSARY
This is debt ranking below senior secured debt and above shareholders in a Waterfall.
GLOSSARY
The established market where investors purchase loan assets from existing lenders, rather than directly upon origination (or upon primary syndication) from the borrower or issuer of the relevant loan assets.
GLOSSARY
The purchase and sale of securities which have previously been issued in the primary market.
NEWS
Energy analysis: Gordon Stewart, Jo En Low and Tom Jamieson, partners in the London office of energy focused law firm Bracewell, discuss the maturity of the UK offshore wind market, the evolving dynamics of secondary market activity, and the implications for potential participants.