| 1 | A guide to PLC Finance's trade finance resources A guide to PLC Finance's trade finance resources. Trade finance covers a broad range of financing arrangements to facilitate one or more of the production, export and sale of goods. These include the issue of a documentary letter of credit, to ensure a seller is paid under a contract for the sale of goods and the issue of a bond, guarantee or standby letter of credit, to protect the beneficiary against non-performance by a party. Trade finance also covers larger transactions, such as structured financings involving a secured syndicated loan facility to finance the production, export and sale of a commodity to buyers around the globe. As well as links to PLC Finance's trade finance standard documents, drafting notes, practice notes and checklists, this note links to resources relevant to trade finance from other PLC services such as PLC Commercial, PLC Cross-border and PLC Tax. | Practice note: overview | Maintained |
| 2 | Bonds, guarantees and standby credits: overview This note explains the differences between bonds, guarantees and standby letters of credit. It describes the functions of different types of bonds and guarantees and the function of standby letters of credit. It considers the issues buyers, sellers and issuers or guarantors of these instruments should be aware of. This note also considers the use of uniform rules such as the International Chamber of Commerce (ICC) Uniform Rules and, in relation to standby letters of credit, the Uniform Customs and Practice for Documentary Credits (UCP). | Practice note: overview | Maintained |
| 3 | 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 |
| 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 | Letters of credit: overview This note explains the nature and function of letters of credit (also called documentary credits) and the relevance of the Uniform Customs and Practice for Documentary Credits (UCP). It analyses the various roles a bank can take in a letter of credit transaction, the ways in which a letter of credit may provide for payment and the different types of letter of credit that may be issued. It also summarises the key considerations for buyers, sellers and banks when considering entering into a letter of credit transaction. | Practice note: overview | Maintained |
| 6 | 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 |
| 7 | 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 |
| 8 | 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 |
| 9 | 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 |
| 10 | Factoring and invoice discounting This note looks at factoring and invoice discounting as ways of raising short term finance, highlighting the advantages and disadvantages of both and considering the key terms in factoring and invoice discounting agreements. This note also briefly considers issues relating to taking security over book debts and priority arrangements with other creditors, such as banks. This note links to a multi-jurisdictional guide to finance, which includes issues relating to various types of commercial security, including factoring. | Practice notes | Maintained |
| 11 | Finance law: training materials for new joiners Do you have a trainee or newly qualified lawyer joining your finance team? Are you a trainee or newly qualified lawyer wondering what finance transactions are all about? Have you moved in house and find yourself having to get to grips with finance law? If so, have a look at the following materials to get an overview of the law and practice of finance transactions. Remember to arrange for any new recruits to get access to PLC Finance and ensure they are signed up to receive our weekly and/or monthly e-mails. To do this, please e-mail info@practicallaw.com or contact your account manager on 020 7202 1220. If you do not subscribe to PLC Finance, see Request a free trial or call 020 7202 1220 to register your interest in a free trial. | Practice notes | Maintained |
| 12 | Forfaiting This practice note discusses forfaiting transactions and their implications. | Practice notes | Maintained |
| 13 | 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 |
| 14 | Key dates for finance lawyers in 2013 A practice note listing key forthcoming dates for UK finance lawyers. | Practice notes | Maintained |
| 15 | 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 |
| 16 | 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 |
| 17 | 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 |
| 18 | Syndication This introductory note sets out the process of arranging syndication and the roles of the parties. | Practice notes | Maintained |
| 19 | Taking cross-border security This note provides an overview of the issues that need to be considered when taking security over a foreign asset and/or from a foreign entity.This note also contains a link to a multi-jurisdictional guide to finance which discusses issues relating to taking security in various jurisdictions. | Practice notes | Maintained |
| 20 | 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 |
| 21 | 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 |
| 22 | 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 |
| 23 | 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 |
| 24 | 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 |
| 25 | UCP 600 This note explains changes of interest to finance lawyers made by the Uniform Customs and Practice for Documentary Credits, 2007 Revision, ICC Publication No. 600 (UCP 600) from the previous edition of the UCP, UCP 500. The UCP is a set of contractual rules which are frequently incorporated by express agreement into a documentary credit (also called a letter of credit) transaction. Where relevant this note also refers to: The International Standard Banking Practice for the Examination of Documents under Documentary Credits, 2007 Revision for UCP 600, ICC Publication No. 681 (ISBP); and The International Standby Practices ISP 98, ICC Publication No. 590 (ISP 98). | Practice notes | Maintained |
| 26 | 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 |
| 27 | URDG 758 A note on the International Chamber of Commerce (ICC) Uniform Rules for Demand Guarantees 2010 Revision, ICC Publication No. 758 (URDG 758). URDG 758 superseded the previous version of the URDG, ICC Publication No. 458, when it came into force on 1 July 2010. | Practice notes | Maintained |
| 28 | 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 |
| 29 | 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 |