| 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 | Corporate loan facilities: a quick guide A quick guide to some of the common types of loan available to a company and to some of the points to bear in mind when negotiating a loan. This guide is aimed at those who have little or no experience of corporate loans. This is one of a series of quick guides, see Quick guides. This quick guide also links to a multi-jurisdictional guide to finance and a detailed note on corporate loan facilities in the United States. | Practice note: overview | Maintained |
| 3 | Covenant-lite facilities: overview An overview of "covenant-lite" (also known as "cov-lite") loan facilities. This note examines how and why covenant-lite facilities developed, identifies the different types of covenant-lite facility that have emerged in the European leveraged finance market (including covenant-loose facilities) and their features and identifies key issues to consider when negotiating a covenant-lite facility. It also discusses the difference between maintenance and incurrence covenants. | Practice note: overview | Maintained |
| 4 | 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 |
| 5 | Limited liability partnerships (LLP): overview An overview of the structure and operation of a limited liability partnership (LLP) incorporated under the Limited Liability Partnerships Act 2000. This note contains the law from 1 October 2009. For details of the law applicable to limited liability partnerships before 1 October 2009, see Practice note, Limited liability partnerships: overview: pre-1 October 2009. | Practice note: overview | Maintained |
| 6 | Methods of raising debt finance: a quick guide A quick guide to the different methods of raising debt finance and a comparison of the advantages of two common methods - issuing debt securities and borrowing in the syndicated loan market.This is one of a series of quick guides, see Quick guides. | Practice note: overview | Maintained |
| 7 | Pensions Act 2008: key points A quick guide to the Pensions Act 2008, which received Royal Assent on 26 November 2008. As well as introducing the legal framework for the auto-enrolment regime that started being implemented on 1 October 2012, the Act widened the Pensions Regulator's powers and made several further changes to pensions law. | Practice note: overview | Maintained |
| 8 | 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 |
| 9 | Second lien financing: overview This practice note explains what second lien financing (or second lien finance or second lien debt) is, how it developed and how it can be distinguished from senior debt and other forms of subordinated debt. This practice note also links to materials on the use of second lien financing in the United States. | Practice note: overview | Maintained |
| 10 | 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 |
| 11 | Anti-avoidance case law and tax: Direct taxes and stamp ... This practice note summarises the development of anti-avoidance case law from WT Ramsay v Inland Revenue Commissioners (1982) 54 TC 101 to date. It also includes some practical tips for structuring transactions to reduce the risk of attack by HMRC based on anti-avoidance case law. | Practice notes | Maintained |
| 12 | Anti-avoidance case law and tax: VAT: abuse of rights This practice note summarises the development of anti-avoidance case law from the European Court of Justice's decision in Halifax to date. It also includes some practical tips for structuring transactions to reduce the risk of attack by HMRC based on anti-avoidance case law. | Practice notes | Maintained |
| 13 | 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 |
| 14 | Chronology of a loan finance transaction A note providing a step-by-step guide to the key stages of a simple loan finance transaction. It describes the key stages in a transaction, gives practical tips specific to each stage and contains links to detailed materials relevant to the main finance documents. It also discusses post-completion matters. | Practice notes | Maintained |
| 15 | Computation of time periods in banking transactions This note reviews the general principles for providing for notice periods and timing computations in legal documents and examines the complex rules that apply in banking transactions. | Practice notes | Maintained |
| 16 | Consideration and underwriting: takeovers A note looking at the financing of a takeover bid, comparing the three main methods; cash, loan notes and shares. The section on cash looks at the cash confirmation statement and various means of financing the cash, such as through debt finance, cash underpinning arrangements and trombone rights issues. The section on loan notes looks at hold-over relief for qualifying corporate bonds (QCBs), roll-over relief for non-QCBs and Takeover Code considerations, while the section on shares looks at pre-emption rights, and merger relief. Contingent value rights and mix and match offers are also addressed. | Practice notes | Maintained |
| 17 | CRC Energy Efficiency Scheme: issues for finance ... A note on some of the issues that may arise in finance transactions where lenders and/or borrowers are required to participate in the CRC Energy Efficiency Scheme. | Practice notes | Maintained |
| 18 | Debt restructuring: tax aspects A practice note about the tax implications of restructuring the debt of a company for the borrower, the lender and the guarantor. | Practice notes | Maintained |
| 19 | ECJ direct tax cases: where are they now? This practice note tracks cases of significance from a UK direct tax perspective that involve claims that direct tax law infringes the freedoms set out in the Treaty on the Functioning of the European Union (TFEU) (previously known as the EC Treaty). Links are provided to relevant judgments and PLC legal updates and articles. It also contains a summary of the key principles of EU law relevant to UK tax and a summary of the TFEU freedoms most often encountered in direct tax cases. | Practice notes | Maintained |
| 20 | Environmental issues in finance transactions This note explains: In what circumstances lenders are at risk of incurring environmental liabilities. The purpose of, and the various steps involved in, environmental due diligence. The various provisions that can be included in a facility agreement and debenture to address environmental issues. | Practice notes | Maintained |
| 21 | Execution of deeds and documents Overview of the key legal requirements relating to the execution of deeds and documents under the laws of England and Wales. It reflects the law on execution from 1 October 2009. For details of the law governing execution of deeds and documents before 1 October 2009, see Practice note, Execution of deeds and documents: pre-1 October 2009. | Practice notes | Maintained |
| 22 | Financial assistance This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. | Practice notes | Maintained |
| 23 | Financial assistance: Companies Act 2006 A note outlining the changes to the law on the financial assistance under the Companies Act 2006. For more detailed information and analysis, see Practice note, Financial assistance: 1 October 2009. The prohibition on financial assistance by private companies for the acquisition of shares in themselves or other private companies (including the whitewash procedure) was repealed from 1 October 2008. Chapter 2 of Part 18 of the 2006 Act (financial assistance for purchase of own shares) preserves the financial prohibition for public companies and has been in force since 1 October 2009. | Practice notes | Maintained |
| 24 | Foreign profits of companies: tax reform A practice note about measures to reform UK corporation tax in the following areas: Controlled foreign companies. Profits and losses of overseas branches. Intellectual property. Dividends received by companies. Interest paid by companies. International movement of capital (treasury consent). | Practice notes | Maintained |
| 25 | Funding the distressed company: tax issues A practice note about the tax implications of various methods of financing a company in financial difficulties. | Practice notes | Maintained |
| 26 | Governing law and jurisdiction clauses A practice note covering the reasons for including governing law and jurisdiction clauses with drafting guidance. | Practice notes | Maintained |
| 27 | Interest clauses A note giving guidance on a standard form boilerplate clause for interest on overdue payments under a contract. It includes guidance on when an interest clause may be unenforceable as a penalty clause, and on the effect of the Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts Regulations 2013. | Practice notes | Maintained |
| 28 | Leasing as a financing technique: overview An overview of leasing as a financing technique for buying an asset. This note provides an introduction to different leasing structures including finance leases, operating leases, hire-purchase arrangements and sale and leaseback. It also considers the advantages and disadvantages of leasing as a finance technique. This note links to a multi-jurisdictional guide to finance, which includes issues relating to various types of commercial security, including hire-purchase, retention of title and sale and leaseback in other jurisdictions. | Practice notes | Maintained |
| 29 | 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 |
| 30 | Lending activities: tax This practice note discusses the tax issues that arise when lending and borrowing money, in particular, corporation tax and income tax issues (including withholding tax). | Practice notes | Maintained |
| 31 | LIBOR review and reform: overview for finance lawyers This note provides an overview of the proposals to reform LIBOR, focussing on those aspects that may impact existing and future finance agreements that refer to LIBOR. | Practice notes | Maintained |
| 32 | Loan relationships This practice note covers, in detail, the tax rules applying to companies in connection with their loan relationships. | Practice notes | Maintained |
| 33 | Loans to directors: comparison between Companies Acts ... A note outlining the changes to the law on loans to directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on loans to directors in Chapter 4 of Part 10 came into force on 1 October 2007. | Practice notes | Maintained |
| 34 | Methods of raising debt finance A practice note providing an overview of the different methods of raising debt finance and examining the advantages and disadvantages of a company raising debt finance by doing a bond issue compared to raising debt finance by a syndicated loan. This note also contains links to multi-jurisdictional guides to finance and capital markets, including issues relating to the rasing of debt finance, and a detailed practice note on raising debt finance in the United States. | Practice notes | Maintained |
| 35 | 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 |
| 36 | Pensions for finance lawyers An introduction to pension provision in the UK and how an occupational pension scheme can affect the work of a finance lawyer. | Practice notes | 07-Jan-2010 |
| 37 | Repos: overview (UK) An introduction to securities sale and repurchase (repo) transactions, with an overview of key provisions of the Global Master Repurchase Agreement (GMRA). This practice note also contains a link to a note on repos in the United States. | Practice notes | Maintained |
| 38 | Repos: tax This practice note analyses the UK tax treatment of sale and repurchase agreements (repos) for companies. | Practice notes | Maintained |
| 39 | Scope of the Consumer Credit Act 1974 A summary of the main types of agreement that fall within the scope of the Consumer Credit Act 1974 (CCA), and other key priorities of the CCA that people involved with the provision of consumer credit need to be aware of. | Practice notes | Maintained |
| 40 | 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 |
| 41 | Set-off clauses A note on boilerplate clauses that create or limit contracting parties' rights to set off monetary cross-claims against each other. It also outlines the following non-contractual rights of set-off: legal set-off, equitable set-off, banker's set-off and insolvency set-off. | Practice notes | Maintained |
| 42 | Stock lending This practice note gives an introduction to stock lending, the key legal issues involved in it and its advantages and disadvantages. | Practice notes | Maintained |
| 43 | Stock lending: tax This practice note analyses the UK tax treatment of stock lending for companies. | Practice notes | Maintained |
| 44 | Subordination This note examines the general principles of subordination, the different methods by which it can be achieved and its advantages both to borrowers and lenders. This note also contains links to a multi-jurisdictional guide to finance (which includes issues relating to subordination) and a detailed note on subordination in the United States. | Practice notes | Maintained |
| 45 | Syndication This introductory note sets out the process of arranging syndication and the roles of the parties. | Practice notes | Maintained |
| 46 | Syndication, secondary market trades and other transactions ... This practice note discusses the UK tax issues that may arise where a lender seeks to divest itself of, or spread, exposure under a loan by entering into syndication arrangements or other transactions. | Practice notes | Maintained |
| 47 | 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 |
| 48 | Tax issues in loan agreements: negotiating guide This practice note examines the UK tax issues most commonly encountered in loan agreements (including facility agreements) and discusses how best to negotiate them if you are, or are advising, either the borrower or the lender. It discusses direct taxes, withholding tax, stamp taxes and VAT. | Practice notes | Maintained |
| 49 | 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 |
| 50 | Thin capitalisation and transfer pricing A discussion of the UK's thin capitalisation and transfer pricing rules in the context of cross-border transactions. | Practice notes | Maintained |
| 51 | Transfer pricing This practice note discusses the UK transfer pricing rules as they apply to cross-border and domestic transactions. This note does not address how the transfer pricing rules impact on specific industries, such as insurance or energy/utility, where these industries deviate from the general rules. | Practice notes | Maintained |
| 52 | 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 |
| 53 | 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 |
| 54 | VAT issues for banks This practice notes summarises the various VAT issues that arise for banks in the course of their business. | Practice notes | Maintained |
| 55 | When is a debt instrument not a deposit This practice note explains the exemptions available to debt securities so that they avoid being deposits. | Practice notes | Maintained |
| 56 | 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 |
| 57 | Withholding tax: bank deposits A short summary of how the withholding tax rules apply in relation to bank deposits when interest is paid or deposited by a "deposit-taker". | Practice notes | Maintained |