| 1 | A toolkit for cross-border bond restructurings A guide to PLC's UK and US resources for practitioners involved in an international corporate bond restructuring. | Practice note: overview | Maintained |
| 2 | Bond issues: overview An overview of raising debt finance by issuing bonds, including an explanation of different types of bonds and key parties to a bond issue. This note also contains links to a multi-jurisdictional guide to capital markets (including issues relating to bonds), and a detailed note on debt securities (including bonds) in the United States. | Practice note: overview | Maintained |
| 3 | Corporate insolvency: a guide An introduction to the aims of and background to corporate insolvency law, together with a brief overview of the various insolvency procedures available. This note also contains links to a multi-jurisdictional guide to restructuring and insolvency and a detailed note on US bankruptcy procedures. | Practice note: overview | Maintained |
| 4 | 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 |
| 5 | 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 |
| 6 | Overview of company insolvency procedures This note provides a summary of the various procedures that may apply to a company in financial difficulties and summarises information in the following practice notes: Administration. Administrative receivership. Company voluntary arrangements (CVAs). Schemes of arrangement: role of the court. Liquidation. For each procedure, this note summarises in tabular form: Its purpose. Who may commence the procedure. How the procedure is commenced. Its effect. | Practice note: overview | Maintained |
| 7 | 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 |
| 8 | Perpetuities and trusts: overview A note explaining what the rule against perpetuities is and how it applies to trusts. It covers the common law rules, the Perpetuities and Accumulations Act 2009, the Perpetuities and Accumulations Act 1964 and the Law of Property Act 1925. It links to detailed notes on how to apply the rule in common trust situations. | Practice note: overview | Maintained |
| 9 | Regulated Activities Order: overview An overview of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (SI 2001/544) (RAO), including its specified activities, specified investments, exclusions, exemptions and overrides. | 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 | Bond issues: documents A note examining which documents are required for a bond issue, including the prospectus, subscription agreement, paying agency agreements, trust deed, global note and other ancilliary documents such as legal opinions and comfort letters. | Practice notes | Maintained |
| 14 | Bond issues: tax This practice note considers the basic UK tax issues that arise in typical capital markets transactions and looks at how these tax considerations impact on key transaction documents. The note also considers the tax issues that might arise for both the bondholder and the issuer in respect of bond issues with unusual features. | Practice notes | Maintained |
| 15 | 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 |
| 16 | Corporate debt restructuring: step by step This note looks at the key stages involved in restructuring corporate debt. | Practice notes | Maintained |
| 17 | Debt securities: fiscal agent v trustee An explanation of the role of a fiscal agent compared to a trustee and when each might be required in debt securities transactions. | Practice notes | Maintained |
| 18 | Disclosure of tax avoidance schemes under DOTAS: direct tax A practice note about the direct tax disclosure regime which requires promoters, and in some cases, users, of certain tax planning arrangements to disclose details of the arrangements to HMRC. | Practice notes | Maintained |
| 19 | DOTAS: regime applicable before 1 August 2006 A practice note about the direct tax disclosure regime applicable before 1 August 2006. 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 |
| 20 | 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 |
| 21 | Governing law and jurisdiction clauses A practice note covering the reasons for including governing law and jurisdiction clauses with drafting guidance. | Practice notes | Maintained |
| 22 | Investment funds: tax: introduction This practice note provides an introduction to the various structures commonly used for investment funds (for example, limited partnerships, UK authorised unit trusts, UK open-ended investment companies, offshore trusts and offshore companies) and the importance of tax planning in this area. It also provides links to other, more detailed practice notes, each of which addresses the tax issues relating to a specific type of investment fund. | Practice notes | Maintained |
| 23 | Investment trusts: tax This practice note examines the various tax issues that arise in respect of investment trusts, including the conditions that must be satisfied to attain investment trust status and the consequences of doing so. | Practice notes | Maintained |
| 24 | 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 |
| 25 | Limited partnerships: tax This practice note examines the various tax issues that arise in relation to limited partnerships, including the tax treatment of partners and the tax consequences of changes in limited partnership interests. | Practice notes | Maintained |
| 26 | Listing debt securities in London An overview of the rules and procedures for listing debt securities in London. | Practice notes | Maintained |
| 27 | Listing debt securities in Luxembourg An overview of the rules and procedures for listing debt securities in Luxembourg. | Practice notes | Maintained |
| 28 | Loan relationships This practice note covers, in detail, the tax rules applying to companies in connection with their loan relationships. | Practice notes | Maintained |
| 29 | 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 |
| 30 | Negotiability of debt securities An overview of negotiability as it applies to debt securities. | Practice notes | Maintained |
| 31 | Offshore funds: tax This practice note examines the various tax issues that arise in respect of offshore companies and offshore unauthorised unit trusts. It also provides a summary of the main UK anti-avoidance provisions that need to be considered in relation to the tax treatment of UK investors investing in offshore funds. | Practice notes | Maintained |
| 32 | Prospectus Directive and debt securities An overview of the Prospectus Directive (2003/71/EC) (as amended) and the Prospectus Regulation (809/2004) (as amended), and the content requirements for a prospectus for an issue of debt securities. | Practice notes | Maintained |
| 33 | Restructuring high yield bonds: UK and US overview This note provides an overview of the key features of high yield bonds issued in the UK and in the US, and the principal issues to be considered in the context of a corporate debt restructuring involving high yield bond obligations. These include the main differences between New York and English law governed bond documentation and related legal and regulatory issues. | Practice notes | Maintained |
| 34 | Reviewable transactions in corporate insolvency A guide to the procedures under UK corporate insolvency law to enable the adjustment of antecedent transactions and the protection of the insolvent company's assets for the benefit of its creditors. This note covers disclaimer, transactions at undervalue, preferences, extortionate credit transactions, invalid floating charges, transactions defrauding creditors, contribution by past shareholders and directors, and common law rules. | Practice notes | Maintained |
| 35 | Selling debt securities: UK selling restrictions An overview of some of the restrictions that apply to offering and trading transferable securities, and the market practice on offering bonds in the UK. This note was previously called UK selling restrictions: debt securities. | Practice notes | Maintained |
| 36 | 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 |
| 37 | Trusts in commercial transactions The trust is widely admired and recognised in many jurisdictions around the world. Although primarily used by individuals, they also have a wide variety of applications in a commercial context. This practice note provides an introduction to trusts and trustees and considers some commercial applications of trusts. | Practice notes | Maintained |
| 38 | Unit trusts and open-ended investment companies: tax This practice note examines the various tax issues that arise in respect of UK authorised and unauthorised unit trusts and UK open-ended investment companies. It considers the tax treatment of such funds and of their investors. | Practice notes | Maintained |
| 39 | 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 |
| 40 | 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 |