Principles of security in project financing Project finance is a type of secured lending. Some of the reasons for taking security in a project finance transaction reflect the main advantages of taking security in any commercial finance transaction, including: • giving the lenders priority over unsecured creditors of the borrower • giving the lenders a better chance of recovering their money in an insolvency scenario • giving the lenders the right to appoint a receiver or administrator if permitted under the laws of the relevant jurisdiction (see Onshore and offshore security—relevant jurisdictions below), and • providing a way for the lenders to control the borrower's (and any other security provider's) assets Security in a project finance transaction has a binary function—defensive and offensive. The defensive role of security is to: • protect the secured assets by preventing other creditors from acquiring prior ranking security over the secured assets • allow the lenders to take enforcement action against the secured assets in priority to other creditors, and • allow the lenders to restructure the project,

Real estate finance is a type of secured lending. Some of the reasons for taking security in a real estate finance transaction reflect the main advantages of taking security in any commercial finance transaction (see Practice Note: Difference between security and quasi-security—Why take security and/or quasi-security?). Security in real estate finance transactions is particularly important because the borrower is usually a special purpose vehicle (SPV) (also known as a special purpose company or SPC) which is set up specifically for the proposed transaction (ie to purchase or purchase and develop a property). This means that the borrower will have no history of operations and its only assets will be those related to the property and, if applicable, its development. See Practice Note: Introduction to real estate finance—the lending structure—Borrower entities in real estate finance transactions. As a result of the SPV structure, the credit risk associated with the borrower is usually of less importance to lenders in real estate finance transactions than in a straightforward corporate loan transaction. A comprehensive security

ARCHIVED: This Practice Note has been archived and is not maintained. Introduction This Practice Note outlines the key legal issues regarding security faced by mobile payment service providers as well as those faced by the customer, and how these are being addressed in upcoming European legislation. Mobile payments, as an industry, is rapidly expanding in the UK with the launch of Apple Pay, Google's 'Android Pay' and Samsung's 'Samsung Pay'. The retail payments market has experienced significant technical innovation, with rapid growth in the number of electronic and mobile payments and the emergence of new types of payment services in the market place, which challenges the current framework. This has resulted in payment services legislation, such as the Payment Services Directive (2007/64/EC) (PSD), which was implemented in the UK by the Payment Services Regulations (SI 2009/209) (PSR), becoming outdated in some respects, particularly in relation to security issues, leading to reform of the PSD. The European Parliament adopted the second Payment Services Directive (PSD2) on 8 October 2015. The Council of the European

Prepared in relation to [name of borrower] (a limited company registered in England and Wales with company number [insert company number]) Prepared for [name of lender] By [name of law firm] Date: [date] 1 Scope We have prepared this report on the validity and enforceability of the security held by [name of lender] (the lender) in respect of the obligations of [name of Borrower] (the borrower). We have considered the enforcement options available to you should you wish to take enforcement action. Definitions are set out at Appendix 1 to this report. This report is based on the documentation provided by you as listed in section 4, and the searches set out at Appendix 3. [We have not undertaken a detailed review of the terms of any relevant loan facilities for the purposes of this report. Should you require a review of the loan facilities to assess potential defaults and breaches please contact us]. If there is a delay between the date of this report and the time at which enforcement action is taken, we advise that we should be instructed to review this

This Checklist covers the the searches that must be undertaken and the key questions to be answered when conducting a review of the security granted in favour of a lender in support of a company’s borrowings. This Checklist is designed to be used where the borrower is a limited company registered in England and Wales. This Checklist should be used in conjunction with the Precedent: Security review report to present the results of your security review. You may also find the guidance contained in the Practice Note: Introductory guide to security reviews helpful in completing this Checklist. Note that some lenders stipulate how a security review should be carried out (eg the searches to be undertaken, timing of searches, whether original or copy documents should be reviewed, and the format of the final report), in which case you should tailor this Checklist to tie in with your instructions from your client. Searches The searches detailed below should be carried out immediately following receipt of instructions from the lender to carry out the security review and, in accordance with

Appointed to act on behalf of underlying creditors.

Banking & Finance analysis: This News Analysis discusses the case of Boult v Together Personal Finance Ltd, in which the court applied the rule in Pigot’s case, holding that security which had been unilaterally amended to encompass additional land was void.

This Practice Note provides links to answers to some of the most frequently asked questions on security issues—it is intended predominantly as a guide to those new to security. For a complete list of our materials, including Practice Notes on security and security precedents, please view the security topic under the Topics & Tasks tab on the Banking & Finance homepage, or the following Overviews: • Types of security—overview • Taking security—overview • Perfecting and registering security—overview • Priority of security—overview • Enforcing security—overview • Releasing security—overview For a complete list of Q&As in the Banking & Finance Q&A bank, many of which address more complicated issues relating to security, please see Banking & Finance Q&As—overview. Note that not all of the content linked to in this Practice Note is maintained. Taking security This section sets out relevant materials that may assist with frequently asked questions on taking security and the different types of security available. Topic Question Relevant content Security—introduction What’s a good starting point for someone new to security? —Introductory

The official and permanent record of the sequestration process maintained by the trustee

Law360, London: Claims management giant Sedgwick has launched its own law firm with a pair of former DAC Beachcroft litigators to expand into the UK legal services market, saying the move will help clients save costs on insurance disputes.

The provision of very early stage finance to a company with a business venture or idea that has not yet been established. Capital is often provided before venture capitalists become involved. However, a small number of venture capitalists do provide seed capital.

A tax-advantaged venture capital scheme that offers investors in qualifying companies certain income tax and capital gains tax reliefs.