| 1 | A guide to Practical Law Finance's project finance resources A guide to Practical Law Finance's project finance resources. This note acts as a guide to Practical Law Finance's resources on the debt financing of infrastructure projects, including private and public sector projects carried out under the private finance initiative or as public private partnerships. As well as links to those Practical Law Finance standard documents, drafting notes, practice notes and checklists that are relevant to project finance, this note includes links to project finance resources from other Practical Law services such as Construction, Public Sector, Environment and Tax. | 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 | Collateral warranties and third party rights on construction ... A quick guide to construction collateral warranties and third party rights aimed at those seeking to understand collateral warranties and third party rights for the first time. This is one of a series of quick guides, see Quick guides. | Practice note: overview | Maintained |
| 4 | Construction bonds: quick guide A quick guide summarising the different forms of bond that may be used on a construction and engineering project, focusing on the practical use of the bond rather than the law affecting bonds and guarantees. This is one of a series of quick guides, see Quick guides. | Practice note: overview | Maintained |
| 5 | Construction projects: the legal structure: a quick guide A quick guide to the legal aspects of a construction or engineering project, useful for first-time employers or users of construction services, who have not built a project before. The note covers a number of issues, including the parties to the contract, procurement, insurance and regulation. It also sets out some of things that can go wrong with a project, like defects or delayed completion. This is one of a series of quick guides, see Quick guides. | Practice note: overview | Maintained |
| 6 | 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 |
| 7 | 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 |
| 8 | 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 |
| 9 | 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 |
| 10 | LIFT: an introduction to the NHS Local Investment Finance ... LIFT is a public private partnership (PPP) used primarily to deliver local primary healthcare projects. December 2012: Following the change in government and the healthcare reforms that culminated in the Health and Social Care Act 2012, we have updated this resource to refer to CHP taking on PCTs' shareholdings in LIFT projects, but we will no longer maintain this note. | Practice note: overview | 12-Dec-2012 |
| 11 | 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 |
| 12 | PFI and PPP: a glossary of common terms A glossary of some common terms and acronyms used in Public Private Partnerships (PPP) and Private Finance Initiative (PFI) projects. | Practice note: overview | Maintained |
| 13 | PFI documents A note describing documents used in private finance initiative projects and the institutions that produce them. Please note that this practice note is currently being updated to take account of the government's announcement of details PF2 on 5 December 2012. | Practice note: overview | Maintained |
| 14 | PPP/PFI in the UK A practice note outlining the use of public private partnerships (PPP) and private finance initiative (PFI) projects in the UK. Please note that this practice note is currently being updated to take account of the government's announcement of details PF2 on 5 December 2012. | Practice note: overview | Maintained |
| 15 | Project finance: UK law overview This note is an overview of project financing. It provides an introduction to project finance, outlines a typical project finance structure, discusses the parties and their objectives and explains the key issues for lenders involved in project financing. This note also contains links to a multi-jurisdictional guide to finance and a detailed note on project financing in the US. This note was originally authored by PLC Finance and was subsequently reviewed by Roger McCormick, except for those sections on environmental issues (which were reviewed by PLC Environment) and any materials linked to from the note. This note is maintained solely by PLC Finance. | Practice note: overview | Maintained |
| 16 | Public procurement in the UK: a quick guide A quick guide to the obligations imposed on public bodies by the public procurement regime and the remedies available to a supplier of goods or services if a public body fails to comply. This is one of a series of quick guides, see Quick guides. | Practice note: overview | Maintained |
| 17 | Public procurement procedures: a quick guide A note detailing the key features of the four procurement procedures available for contracting authorities when carrying out procurements regulated by the Public Contracts Regulations 2006 (SI 2006/5). | Practice note: overview | Maintained |
| 18 | Structure of a public procurement: a quick guide This quick guide sets out the stages of a public procurement that are regulated by the Public Contracts Regulations (SI 2006/5). | Practice note: overview | Maintained |
| 19 | 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 |
| 20 | Academies established under the Education Act 1996 ... A note on the property and construction issues associated with the establishment of an academy school under section 482 of the Education Act 1996 and the previous government's Academy Delivery Programme. Note added: Section 482of the Education Act 1996 has been repealed by the Education Act 2011, Schedule 14 paragraph 16 with effect from 1 February 2012. Under section 15 of the Academies Act 2010, the 1996-Act Academy agreements will be treated as academy arrangements under the Academies Act 2010 and such Academies may turn into 2010 Act Academies if they so agree. For information on Academies under the Academies Act 2010, see Practice notes, Academies under the Academies Act 2010: overview , Academies under the Academies Act 2010: property issues, Academies under the Academies Act 2010: an overview of the funding agreement and Academies under the Academies Act 2010: the commercial transfer agreement. | Practice notes | Maintained |
| 21 | Building Schools for the Future (BSF) BSF was a long-term programme for investment in England's secondary schools. In July 2010, the government decided not to progress with individual BSF projects that had not reached financial close. Following the end of the new-build BSF programme, we no longer maintain this note. | Practice notes | 21-Feb-2012 |
| 22 | 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 |
| 23 | Construction sub-contracts in PFI and PPP projects: common ... A note on common issues to consider when negotiating a construction sub-contract in a Private Finance Initiative (PFI) or public private partnership (PPP) project. The construction sub-contract is the key construction document on a PFI or PPP project, equivalent to the main building contract in a traditional or design and build project. | Practice notes | Maintained |
| 24 | 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 |
| 25 | 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 |
| 26 | Express LIFT To build on the first four waves of LIFT (NHS Local Investment Finance Trust) projects, Community Health Partnerships (CHP) promoted an "Express LIFT" framework, to deliver primary healthcare PPP projects. December 2012: Following the change in government and the healthcare reforms that culminated in the Health and Social Care Act 2012, we have updated this resource to refer to CHP taking on PCTs' shareholdings in Express LIFT projects, but we will no longer maintain this note. | Practice notes | 12-Dec-2012 |
| 27 | 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 |
| 28 | 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 |
| 29 | Intercreditor deeds: overview An overview of the nature and purpose of an intercreditor deed (or intercreditor agreement), including a description of the key provisions of such a document and an explanation of the difference between intercreditor deeds, deeds of priority and subordination agreements. This practice note also contains links to PLC US Finance practice notes relating to the use of intercreditor agreements in the United States. | Practice notes | Maintained |
| 30 | Key dates for finance lawyers in 2013 A practice note listing key forthcoming dates for UK finance lawyers. | Practice notes | Maintained |
| 31 | 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 |
| 32 | Material adverse change (MAC) clauses in finance documents A practice note on material adverse change (MAC) clauses in finance documents, including points to note for:Lenders when drafting and negotiating MAC clauses.Borrowers when negotiating MAC clauses.Lenders before declaring an event of default based on a MAC or withdrawing from underwriting commitments based on a market MAC. | Practice notes | Maintained |
| 33 | National Infrastructure Plans: construction, environment and ... The government's National Infrastructure Plans of 2010 and 2011 (NIP 2010 and NIP 2011) set out a vision for the ongoing delivery of infrastructure improvements in the UK. | Practice notes | Maintained |
| 34 | 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 |
| 35 | Project monitoring A note considering the roles and responsibilities of a project monitor, including the advantages to a funder and the project if a project monitor is appointed. On a PFI or PPP project, the role may be referred to as technical adviser (TA). | Practice notes | Maintained |
| 36 | Public procurement in the UK A practice note looking at the public procurement regime that applies in England and Wales. It includes a review of who must comply, contract thresholds, in-house contract award, the obligations if the rules do apply and the remedies for a failure to comply with the rules. | Practice notes | Maintained |
| 37 | Releasing security This note describes the practicalities of releasing a mortgage or charge that has been given by a security provider over its property, assets and undertaking to a lender under a security agreement. | Practice notes | Maintained |
| 38 | 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 |
| 39 | Syndication This introductory note sets out the process of arranging syndication and the roles of the parties. | Practice notes | Maintained |
| 40 | 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 |
| 41 | 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 |
| 42 | Taking security over chattels A note on using goods or chattels owned by companies (or limited liability partnerships) to provide security for financing. This note also contains a link to a multi-jurisdictional guide to finance, which includes issues relating to taking security over chattels. | Practice notes | Maintained |
| 43 | 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 |
| 44 | Taking security over shares and debt securities This note looks at the legal nature of shares and debt securities and how to take security over them. It discusses bearer shares and debt securities, registered shares and debt securities and shares and debt securities held in a clearing system. This note also contains a link to a multi-jurisdictional guide to finance which includes issues relating to taking security over shares and debt securities. | Practice notes | Maintained |
| 45 | 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 |
| 46 | 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 |
| 47 | The Equator Principles A discussion of the Equator Principles (EP), including their purpose and application to project finance transactions and other non-project related transactions. This Note also discusses the results of the EP Association's strategic review of the EPs and the proposed draft EP3 that incorporates some of the recommendations of the strategic review. | Practice notes | Maintained |
| 48 | 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 |
| 49 | Understanding Project Finance Construction Contracts A discussion of the project delivery mechanisms typically used in project financings with a focus on engineering, procurement and construction (EPC) contracts. This note also discusses the key provisions of a typical EPC contract including, scope of work, change orders, liquidated damages and warranties. Finally, this note examines the relationship between the EPC contract and the other project documents. | Practice notes | Maintained |
| 50 | 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 |
| 51 | 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 |