Structured Finance

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.

A practice note discussing the details of the bank levy applying from 1 January 2011.

A brief description of the form and function of a bond issue offering circular, together with a list of the standard form tax-related clauses available from PLC Tax for inclusion in offering circulars.

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.

A practice note giving an overview of the processes of clearing and settlement of securities in Europe, with particular emphasis on debt securities such as eurobonds and medium term notes. This note also contains a link to a Practice note on clearing and settling securities in the US.

This practice note provides an overview of CRD II (2009/111/EC) (also referred to as CRD 2 or CRD2), a directive forming part of a sequence of major amendments of the Capital Requirements Directive (2006/48/EC and 2006/49/EC) (CRD) initiated by the European Commission. CRD II made significant amendments to the CRD in areas including large exposures, hybrid capital instruments, liquidity risk management, securitisations, and cross-border supervisory arrangements. For information about the UK implementation of CRD II, see Practice note, UK implementation of CRD II.

An overview of credit ratings, how they work and the rating agencies' procedures and categories. This practice note also contains a link to a detailed note on credit ratings and credit rating agencies in the United States.

A consideration of the tax treatment of derivative transactions for UK companies.

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.

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.

A practice note covering the reasons for including governing law and jurisdiction clauses with drafting guidance.

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.

A practice note listing key forthcoming dates for UK finance lawyers.

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.

An overview of the rules and procedures for listing debt securities in London.

This practice note covers, in detail, the tax rules applying to companies in connection with their loan relationships.

An overview of negotiability as it applies to 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.

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.

This note focuses on the tax issues that arise on both a true sale and a secured loan securitisation.

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.

A document containing items formerly found in PLC Tax legislation trackers but that are now in force.

A note considering the UK corporation tax treatment of exchange gains and losses.

The Capital Requirements Directive (2006/48/EC and 2006/49/EC) (CRD) came into force on 1 January 2007. This practice note looks at how the FSA and HM Treasury have implemented the CRD in the UK. This document sets out the position as at 7 January 2008. For information on subsequent reforms to the CRD and their UK implementation, see Practice note, CRD reform: overview.

This note compares registered and unregistered offerings of securities in the US (and outside the US under Regulation S). It gives a general overview of these offerings for non-US companies. It discusses the main advantages and disadvantages of registered and unregistered offerings, key issues to be aware of when conducting a registered offering, and the basic requirements of the three main unregistered offering exemptions and safe harbours (Rule 144A, Section 4(a)(2) (formerly Section 4(2)) and Regulation D, and Regulation S).  It also discusses the special accommodations available to non-US companies that qualify as "emerging growth companies" under the US Jumpstart Our Business Startups Act of 2012 (JOBS Act).

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.