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Security review checklist

Security review checklist This Checklist covers the all the searches that must be undertaken and the key questions that must be answered when conducting a review of the security granted in favour of a lender in support of a company's borrowings. This Checklist is designed to be used where the borrower is a limited company registered in England and Wales. This Checklist should be used in conjunction with the Precedent: Security review report to present the results of your security review. You may also find the guidance contained in the Practice Note: Introductory guide to security reviews helpful in completing this Checklist. Searches The searches detailed below should be carried out immediately following receipt of instructions from the lender to carry out the security review and, in accordance with best practice, should be repeated on the date the security review report is issued to the lender (although you should note that certain lenders have standard terms which specify when searches must be undertaken). In any event, the dates of the...

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Intercreditor agreements for R&I lawyers

RationaleThe importance of intercreditor agreements has grown with the increased use of different layers of debt by a company or group of companies. The aim of the intercreditor agreement is to try and deal with potential conflicts which will inevitably arise between the different classes of secured lender on an restructuring.Intercreditor agreements are particularly important in Europe where there are a range of possible restructuring processes, compared to the US where the chapter 11 process automatically provides for creditor releases and is fairly well established and predictable for creditors (see US chapter 11—overview).Accordingly, an increasing reliance is being placed on the contractual position. An intercreditor agreement typically covers the following:•priority of different classes of lender as regards payment and security including third-party debt, intra-group debt and structural debt•methods of enforcement (and identity of any Instructing Group)•standstill provisions for junior lenders prohibiting any enforcement action (including demands, acceleration, or litigation) whilst senior liabilities remain outstanding (usually ranging from 90 to 179 days, depending on the nature of the default), which often...

Trustees—removal of trustees

Trustees—removal of trustees A trustee may be removed against their will in any of the following ways: • under an express power in the trust instrument • under section 36(1) of the Trustee Act 1925 (TA 1925) • by court order under TA 1925, s 41 • by direction of the beneficiaries under section 19 of the Trusts of Land and Appointment of Trustees Act 1996 (TOLATA 1996) Removal is not a step to be taken lightly. Misconduct is not necessary: friction between the trustees may be sufficient ground, although a dispute between the trustee and the beneficiaries over the manner in which the trustee exercises their discretion will not generally suffice but may be taken into account. The main consideration will always be the beneficiaries' welfare. Express power in the trust instrument Although TA 1925, s 36(2) expressly contemplates the existence of a power to remove trustees, in practice it is rare for a domestic trust instrument to incorporate an express power of removal (but...

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Project lawyers’ completion documents list—onshore wind farm and ground-mounted solar projects—template

Project lawyers’ completion documents list—onshore wind farm and ground-mounted solar projects—template PROJECT DETAILS PROJECT NAME: [insert name of project] CLIENT: [insert name of client] [Insert name of firm] PROJECT LEAD: [insert name of client/lead partner] PROJECT PARTIES PROJECT PARTY DETAILS Account Bank(s) [insert name of Account Bank] (Company Registration No. [insert number]) whose registered office is at [insert registered office of Account Bank] Agent [insert name of] (Company Registration No. [insert number]) whose registered office is at [insert registered office of Agent] Architect [insert name of Architect] (Company Registration No. [insert number]) whose registered office is at [insert registered office of Architect] Arrangers [insert name of Arrangers] (Company Registration No. [insert number]) whose registered office is at [insert registered office of Arrangers] Civil Design Consultant [insert name of Civil Design Consultant] (Company Registration No. [insert number]) whose registered office is at [insert registered office of Civil Design Consultant] Construction Contractor [insert name of Construction Contractor] (Company Registration No. [insert number]) whose registered office is at...

Security provisions—loan note instrument—private M&A—share purchase

Recitals of precedent: Loan note instrument—private M&A—share purchase: Add before ‘subordinated’ secured Clause 1.1 of precedent: Loan note instrument—private M&A—share purchase: Add the following definition: Securities means [insert details of securities];

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What happens if a corporate director goes into administration? Does the company remain a corporate director and do the administrators assume the power to make decisions on behalf of the company in relation to the directorship?

What happens if a corporate director goes into administration? Does the company remain a corporate director and do the administrators assume the power to make decisions on behalf of the company in relation to the directorship? Nature of administration Directors of companies which become, or are likely to become, insolvent face additional considerations and are under a duty to minimise losses to the company’s creditors. Once an administrator is appointed, the administrator assumes wide ranging powers in relation to the company and the directors may only continue to exercise powers with the administrators' consent. The powers of an administrator are set out in Schedule B1 to the Insolvency Act 1986 (IA 1986) and IA 1986, Sch 1. See Administration—overview. The administrator's powers are the same no matter if they are appointed by the court or out-of-court. They are very wide as an administrator may do anything necessary or expedient for the management of the affairs, business and property of the company. The broad nature of an administrator’s powers was...

Does an English law debenture created by an English company cover assets outside of England and Wales?

Does an English law debenture created by an English company cover assets outside of England and Wales? This Q&A analyses the general principles that apply in determining whether security created by an English company pursuant to a typical English law governed debenture would give a security holder rights over assets of the security provider situate outside of England and Wales. For general information on taking debenture security, see Practice Notes: Introductory guide to security in a lending transaction and Key features of debentures and for a discussion of enforcing security, see Practice Notes: Enforcement—debentures and floating charges and Enforcement—fixed charges. Summary A company that has given lenders a debenture as security will have created a package of fixed and floating security rights. Normally, this extends to all the assets and undertaking of that company. If the company has assets situate outside of England and Wales, the security holders rights depend upon a mixture of the contractual rights determined by English law and their proprietary effect and recognition...

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Chubb, Fidelis deny liability for planes stranded in Russia

Law360: Two insurers have separately denied they are liable for US$325m in losses claimed by a group of aircraft leasing businesses stemming from jets grounded in Russia after its invasion of Ukraine.

Fidelis claims no liability in US$23m stranded jet dispute

Law360: Fidelis Underwriting Ltd has hit back at another claim that it must pay out in a US$23m dispute over a leased plane stranded in Russia, arguing that no insured event has occurred, and that an Irish aviation lessor is not covered by the country's law.