| 1 | 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 |
| 2 | Overview: international joint ventures An overview of key issues to address on an international joint venture. | Practice note: overview | 18-Nov-2009 |
| 3 | Private equity: tax overview Private equity backed transactions cover a variety of arrangements from early funding (venture capital), management buyouts and buy-ins to secondary buyouts. This note provides an overview of the main tax issues that arise in each of these transactions. It also provides an overview of the taxation of private equity funds and executives. | Practice note: overview | Maintained |
| 4 | 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 |
| 5 | 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 |
| 6 | 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 |
| 7 | 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 |
| 8 | 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 |
| 9 | 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 |
| 10 | Loan relationships This practice note covers, in detail, the tax rules applying to companies in connection with their loan relationships. | Practice notes | Maintained |
| 11 | Stamp duty reserve tax This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements. | Practice notes | Maintained |
| 12 | 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 |
| 13 | 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 |
| 14 | 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 |