| 1 | Corporate loan facilities An introduction to the common types of corporate loan facilities, including an explanation of key concepts and a discussion of common terms and their negotiation on behalf of lenders and borrowers. This note links to a multi-jurisdictional guide to finance, including issues relating to secured lending, and a detailed note on corporate loan facilities and bank loans in the US. | Practice note: overview | Maintained |
| 2 | Guarantees and indemnities This practice note examines legal and drafting issues relating to guarantees and indemnities where the obligations of a third party are guaranteed and/or indemnified. This practice note considers the legal distinctions between primary obligations (indemnities, performance guarantees, performance bonds) and secondary obligations (guarantees). It provides an overview of relevant contractual issues relating to guarantees and indemnities (the statute of frauds, capacity) as well as legal issues (undue influence, duress, role of directors). It also provides links to our more detailed content on performance bonds, payment guarantees, comfort letters and our standard form guarantees and indemnities. | Practice note: overview | Maintained |
| 3 | Perfection and priority of security This note introduces the different methods of perfecting security, the basic rules governing priority of security and some contractual ways in which those rules can be varied. This note also contains links to a multi-jurisdictional guide to finance (which includes issues relating to perfection and priority) and a detailed note on taking security in the US. | Practice note: overview | Maintained |
| 4 | Supply contracts: overview The overview summarises the key considerations when drafting and using standard terms and conditions of sale or purchase of goods, including the effective incorporation of such terms, the effect of pre-contractual representations, the underlying statutory framework and the use of exclusion clauses to exclude or limit liability. The overview also considers provisions commonly found in supply contracts dealing with such matters as specification, delivery, acceptance, price, payment and retention of title. | Practice note: overview | Maintained |
| 5 | Taking security This note provides an outline of the types of security available to a lender and discusses various issues a lender should be aware of when taking security, for example, contractual issues, financial assistance, corporate benefit and environmental issues. This note also contains links to a multi-jurisdictional guide to finance (which includes issues relating to taking security) and a detailed note on security provided by a borrower to a lender in connection with a secured financing in the US. | Practice note: overview | Maintained |
| 6 | Choosing a governing law in finance transactions This practice note explains what a governing law clause is and the consequences of not having one. It also sets out the matters that should be considered when selecting the governing law for a finance transaction. | Practice notes | Maintained |
| 7 | General principles of insurance law This practice note explains the various doctrines and principles concerned with insurance, including: What constitutes an insurable interest. Subrogation. Joint insurance. Double insurance. Noting. For information about insurance as it relates to commercial property, see Practice note, Property insurance. | Practice notes | Maintained |
| 8 | Legal opinions in finance transactions: overview This note gives an overview of the matters to be considered when requesting or responding to a request for an English legal opinion, the form and content of an English legal opinion and the practical steps to be taken when providing an English legal opinion. The note also links to detailed notes on the purpose and structure of legal opinions in finance transactions in the United States, including the purpose and structure of legal opinions delivered in securities offerings in the United States. | Practice notes | Maintained |
| 9 | Notaries and notarisation This note explains the role of notaries and what notarisation means. It outlines the types of documents that are notarised and explains what legalisation and apostille mean. It includes a checklist of what to consider when instructing a notary. | Practice notes | Maintained |
| 10 | Set-off and netting This practice note explains the difference between set-off and netting. It also reviews their use in finance transactions. | Practice notes | Maintained |
| 11 | Syndication This introductory note sets out the process of arranging syndication and the roles of the parties. | Practice notes | Maintained |
| 12 | Taking security over cash deposits A note on taking security and quasi-security over a cash deposit in a bank account. This note also contains links to a multi-jurisdictional guide to finance (which discusses issues relating to taking security in other jurisdictions) and to a detailed note on the creation and perfection of security interests in deposit accounts in the US. | Practice notes | Maintained |
| 13 | Taking security over choses in action A note on taking security over choses in action. A chose in action is an asset that can only be claimed or enforced by action at law or equity, rather than by taking physical possession of the asset. The note looks at how to take security over various types of choses in action such as rights under contracts, debts, financial instruments and cash deposits in bank accounts. | Practice notes | Maintained |
| 14 | Tax for banking lawyers This practice note is a basic summary of the tax issues that frequently arise in respect of commercial lending transactions carried on by banks. Among other things, it considers distribution treatment for interest, withholding tax, stamp duty and VAT. | Practice notes | Maintained |
| 15 | Term sheets: introduction An introduction to term sheets in the context of loan finance transactions, including details of what they are used for. This note also considers what provisons are typically included in term sheets and the lender's and borrower's perspectives in drafting and negotiating term sheets. This note includes links to related resources such as standard documents, term sheets and commitment letters. It also includes a link to an introduction to bank loan term sheets in the US. | Practice notes | Maintained |
| 16 | Types of lending and facilities A note outlining different types of lending (categorised by the number of lenders) and loan facilities. This note also links to a multi-jurisdictional guide to finance (that covers issues relating to secured lending) and to a note on corporate loan facilities and bank loans in the United States. | Practice notes | Maintained |
| 17 | Understanding the syndicated loan market This note provides a brief overview of the primary and secondary markets in syndicated debt. It includes sections on investment grade and leveraged debt, credit derivatives and the role of international organisations such as the LMA, LSTA and rating agencies. | Practice notes | Maintained |
| 18 | Variation of guaranteed obligations A note about the law relating to variation of guaranteed obligations. It examines the extent to which an underlying contract, which is the subject of a guarantee, can be amended or varied without that variation of contract discharging the guarantee and releasing the guarantor from its liability. | Practice notes | Maintained |
| 19 | Withholding tax This practice note is a summary of the UK withholding tax rules on payments of interest and certain other payments (such as annual payments, guarantee payments, patent royalties and other royalties). It considers when withholding arises (including when interest has a UK source and when it is "yearly interest" rather than "short interest"). It also considers exemptions, such as the Quoted eurobond exemption and exemption under double tax treaties, and outlines the effect of the EU savings tax directive. Further, it discusses documenting for withholding tax, including gross-up clauses, and accounting for tax withheld. | Practice notes | Maintained |