Legal Checklists

The documents set out below give a snapshot of the principal transactional papers commonly used to document a high yield bond issuance. For each, the summary outlines its function and identifies the relevant parties who would ordinarily sign it. Further documents might be necessary to address features of a particular deal (for example, escrow mechanics) or to capture tailored arrangements specific to that transaction... Document Description 144A Global Note A single note executed by the issuer evidencing the full principal amount for the Rule 144A tranche. Section 5 of the US Securities Act of 1933 requires every offer and sale of securities in the United States to be registered with the Securities and Exchange Commission ( SEC) unless an exemption applies. Rule 144A provides a safe harbour from the Section 5 registration obligation, thereby permitting the initial purchasers of the bonds (see Purchase Agreement below) to...

Time line for a standalone issue of bearer bonds, with listing taking place on a regulated market upon admission...

This Checklist highlights the matters a franchisor should weigh up before launching a franchise in a foreign market. Advances in technology have significantly accelerated the development of a global economy, helping to facilitate cross-border trade and expansion. Consequently, there are growing opportunities for companies to trade beyond their home markets and capitalise on developing territories. Nevertheless, when a franchisor prepares to operate abroad, numerous and varied issues emerge, some of which are set out below. PESTLE analysis A franchisor may choose to undertake a political, economic, environmental, sociological, technological, legal and environmental factors ( PESTLE) review for the target jurisdiction as part of its initial planning. Insights gathered from that assessment can inform and guide strategic decision-making when evaluating cross-border franchising. Set out below are legal and non-legal matters that may arise in an international franchising...

The employee (and their adviser) should consider the following issues: Preparatory steps Gather: a copy of the employee’s most recent employment contract and any other documents setting out contractual terms (these might be found in a staff handbook) a P45 or the latest payslip details of the contractual benefits the employee receives relevant information about the employee’s pension benefits relevant details of any shares or share options held by the employee. Review the Articles of Association, any applicable shareholder agreement and share scheme documents. See also Shares and share options below copies of pertinent open correspondence and without prejudice communications between employer and employee ...

The employer and its advisers ought to reflect on the following matters: Preparatory steps From the employer, gather: a copy of the departing employee’s latest employment contract and any other documents setting out contractual terms (note: these might sit within a staff handbook) particulars of the employee’s contractual benefits pertinent details about the employee’s pension entitlements information on any shares/share options held by the employee; review the Articles of Association, any relevant shareholder agreement, and share scheme documentation. See also Shares and share options below Status of negotiations Will discussions occur directly between the parties, or via their respective legal advisers? How robust is the employer’s bargaining position? How credible are the...

For the approach applying from 1 October 2020, refer to: Issues to consider when completing costs budget—checklist. This Checklist addresses the position up to and including 30 September 2020. It explores the range of points that can surface when preparing a costs budget, otherwise referred to as Precedent H. It is presented as a series of questions and answers. Bear in mind that case costs differ according to each matter’s particular facts; accordingly, the topics outlined below are generic in nature. A link is also included to a fully interactive version of Precedent H. General comments Question Response Question: Must I complete a costs budget? Response: A costs budget must be prepared, filed with the court and served on the other parties to the proceedings unless the proceedings are excluded from the costs budgeting rules. Where excluded, no budget is required unless the court orders...

General comments This Checklist addresses a range of points that may surface when preparing a costs budget, also called Precedent H. It is presented as a series of questions and answers. When producing a costs budget, bear in mind that the costs in any case will vary with the particular circumstances of that matter, so the issues highlighted below are, accordingly, generic. A link is also supplied to a fully interactive Precedent H. When must a costs budget be filed and exchanged? A costs budget must be prepared, filed with the court and served on the other parties unless the proceedings are excluded from the costs budgeting rules. Where an exclusion applies, a budget is not required unless the court directs otherwise, eg the claim value is equal to or exceeds £10m. For information, see Practice Note: Costs management and costs...

This checklist flags matters often needing attention before a party refers a dispute to adjudication. It also points to detailed, in-depth guidance on the various topics and identifies the relevant provisions of the Housing Grants, Construction and Regeneration Act 1996 ( HGCRA 1996) where appropriate, as well. Legal matters Confirm there is a lawful basis to refer the dispute to adjudication, including whether it has crystallised and falls within the class of disputes that may properly be adjudicated. Entitlement to refer a dispute to adjudication The referring party must hold a legal entitlement to refer a dispute to adjudication. That entitlement may arise under statute, under the contract, or by an ad hoc agreement between the parties. Accordingly, consider the following: Is there a...

Checklist on cryptoassets This Checklist on cryptoassets examines matters for dispute resolution practitioners to address when handling claims that touch on cryptoassets. It reviews the principal procedural questions that arise in bringing a civil action where cryptoassets — commonly their retrieval — are implicated in some respect. The distinctive intangibility and cross-border character of cryptocurrencies, enabling actors to exploit the asset and shift it worldwide into less favourable jurisdictions, has rendered them vulnerable to misappropriation and theft and, so, far, the body of caselaw in this field has largely focused on recovering stolen cryptocurrencies. Rulings to date have mostly been confined to the interlocutory stage, yet the English courts have shown an inclination to adopt a flexible stance and to utilise the panoply of procedures and rules available to them in order to support effective efforts at civil recovery......

This checklist outlines the principal ISDA documentary points that should be considered during a financing transaction. Term sheet stage If acting for a borrower and specialist hedging advisers are engaged, obtain their input on the term sheet. If acting for a borrower, confirm the total pricing of the deal is clear (covering both the loan and the hedge). A borrower may pick a lender for a low loan margin, only to find that the swap credit spread from the same lender renders the overall economics less appealing than those from another lender. Are the loan and hedging set on an IBOR basis (eg EURIBOR) or on a risk free rate (eg SONIA or SOFR)? Does the lender require a zero floor in its loan? If acting for a borrower, ensure the borrower understands the consequences of any mismatch between this and the...

Where it is proposed to wind up a solvent company voluntarily When a solvent company is to be wound up voluntarily, the directors may, at a board meeting, make a statutory declaration of solvency confirming that, after a full enquiry into the company’s affairs, they hold the view the company can pay all its debts in full, together with interest at the official rate, within no more than 12 months from the commencement of the winding-up. See Practice Notes: What is a members’ voluntary liquidation and when is it typically used? MVL—the information and documents to be provided to the liquidator by the company It should be noted that if the directors make such a statutory declaration, the company proceeds by way of a members’ voluntary liquidation ( MVL). Where no declaration is made, the company instead enters a creditors’ voluntary...

This Practice Note serves as an initial guide to listing debt securities on the London Stock Exchange ( LSE). It outlines the ideas of listing and admission to trading, and centres on the main markets for listing debt instruments. It does not aim to detail every applicable requirement and provides links to relevant resources for further reading. It also excludes disclosure requirements and ongoing continuing obligations. Principal markets for debt securities listings The LSE operates several markets, but the venues commonly used for debt capital market listings are: the Main Market the International Securities Market ( ISM) the Professional Securities Market ( PSM) ( Note: From 19 January 2026, the PSM is closed to new admissions) In addition, the LSE runs two markets tailored to particular segments of the debt securities space: the Order book for Fixed Income Securities ( OFIS) the...

This timeline outlines key developments linked to the Alternative Investment Fund Managers Directive ( EU) 2011/61/ EU ( EU AIFMD) from January 2024 onwards. For earlier developments, see Alternative Investment Fund Managers Directive ( AIFMD)—timeline [ Archived]. For further guidance on EU AIFMD, see Practice Note: EU AIFMD—essentials. For guidance on the UK Alternative Investment Fund Managers ( AIFM) regime, see Practice Note: UK regulation of alternative investment fund managers—essentials. 2026 13 March 2026 — ESMA — Guidelines on Liquidity Management Tools ( LMTs) for UCITS and open-ended AIFs. The European Securities and Markets Authority ( ESMA) has published guidelines on LMTs for UCITS and open-ended AIFs......

This Checklist This Checklist presents, in a tabular format, the matters to address when preparing a loan that references a compounded risk-free rate ( RFR) such as the Sterling Overnight Interbank Average Rate ( SONIA), calculated in arrears. It explains the purpose of the key provisions, highlights issues to weigh up, and offers drafting pointers and practical guidance for practitioners. For further analysis, see Practice Note: Interest provisions in risk-free rate based loan agreements. The Checklist draws on provisions contained in the Multicurrency Term and Revolving Facilities Agreement incorporating backward-looking compound rates and forward looking term rates (lookback without observation shift) issued by the LMA (the LMA Compounded RFR Facilities Agreement). The LMA’s recommended form documentation, with accompanying user guides and commentary, is accessible to LMA members on its website. While the Checklist is prepared on the basis of LMA-style...

ARCHIVED: This Checklist has been archived and is not maintained. In Brussels I (recast), the relevant provisions appear in art 25, whereas in Brussels I they were set out in art 23. A central concern during the recast was to guarantee that the regulation’s rules on choice of court agreements were strengthened so those agreements would take full effect. This mattered because of their practical importance for international commerce. To tackle this, the reforms not only amended existing terms but also added new ones. The choice of court agreement provision, formerly art 23 in Brussels I and now art 25, has seen four principal changes; another alteration being cross‑referencing to other articles. The intention was that jurisdiction clauses be fully upheld in practice, and this requirement underpinned the recast exercise from start to finish...

This table sets out a comparison of the tax treatment for: sole traders; partnerships (for these purposes covering general partnerships, limited liability partnerships ( LLPs) and limited partnerships); and companies. It does not take into account any reliefs or exemptions that might be available to specific taxpayers, nor any anti-avoidance provisions that could apply in particular situations. For rates and thresholds in the current tax year, see Practice Note: Key UK tax rates, thresholds and allowances. For further detail on the tax position of each business vehicle, see Practice Note: Forms of business vehicle—tax summary. For more on selecting between business vehicles, see Practice Note: Tax influences on choice of business vehicle. Point of comparison Tax treatment Sole trader: Not a separate taxable entity — the sole trader is taxed personally on their trading...

This diagram outlines the restricted defences that can be advanced in answer to an application pursuant to the Hague Convention on the Civil Aspects of International Child Abduction 1980 (the 1980 Hague Convention)......

The 1980 Hague Convention This flowchart outlines the actions required during proceedings under the Hague Convention on the Civil Aspects of International Child Abduction 1980, also known as the 1980 Hague Convention......

Checklist This Checklist offers guidance on witness evidence supporting an application for pre-action disclosure under CPR Part 31.16, in situations where the applicant and respondent are likely to become parties to later proceedings. It also identifies the main matters to include within the witness statement, together with cross-references, points on costs, and exhibits where relevant......

When assessing their VAT position and arranging internal matters, charities must reflect on numerous considerations, aiming to achieve the most beneficial VAT outcome open to them, i.e. to pay and/or incur as little VAT as possible, or none at all, wherever attainable within that framework as a whole......