William Johnston
William Johnston is an economics graduate of Trinity College Dublin; he qualified as a solicitor while training in McCann FitzGerald LLP and was a partner in Arthur Cox LLP for 30 years where he was head of the Financial Services Department for 16 years and Chair of the Learning and Development Committee for ten years; he is now a Consultant with ByrneWallace LLP; he was Chair of the Law Society’s Business Law Committee for two years and has lectured in the Law Society’s Diploma in Finance Law for 20 years and is currently the Law Society’s external Examiner in Banking Law and the lecturer on legal opinions in the Law Society’s Professional Course; he was a Board member of UCD’s Commercial Law Centre for six years and is a member of the editorial Boards of Commercial Law Practitioner, Butterworths Journal of International Banking and Financial Law and Business Law International; he represented the Law Society on the Company Law Review Group in 1994 and was a Ministerial nominee to the Company Law Review Group from 2000 to 2018 during which he chaired seven subcommittees; he was the first chair from Ireland of the Banking Law Committee of the International Bar Association where he also chaired the Banking Law Regulation sub-committee and the Legal Opinions sub-committee.
Practice Area
Panel
- Contributing Author
Qualified Year
- 1979
Experience
- McCann FitzGerald LLP (1975 - 1985)
- Arthur Cox LLP (1985 - 2017)
- ByrneWallace LLP (2021 - 2024)
Membership
- Law Society of Ireland
- International Bar Association
- Institute of Directors
- Loan Market Association (Member Group)
Qualification
- MA (1977)
Education
- Trinity College Dublin
3 Contributions by William Johnston
PRACTICE NOTES
Ireland: Guarantees in Finance Transactions-structure, pure and conditional guarantees, indemnities, scope (all monies/specific), cross-guarantees, limitations, guarantor rights, and Central Credit Register reporting
Guarantees are commonly deployed in banking arrangements as a type of security for a debt obligation. In these situations, they comprise a contractual commitment by which one party (the guarantor) undertakes to be responsible for the obligations of another (the principal) that are owed to a third party. They do not confer proprietary rights over property. In this sense, guarantees are regarded as quasi-security. This Practice Note considers:
the core legal features of guarantees
how guarantees operate in financing transactions
why lenders favour documents that combine a guarantee with an indemnity
which obligations are typically covered-duties under a particular deal or on an ‘all monies’ basis?
whose liabilities are usually supported in finance transactions
the application and scope of limited guarantees, and
why lenders must understand guarantor rights and available guarantor protections
This Practice Note does not address on demand guarantees.
Characteristics of guarantees
A guarantee constitutes a secondary promise within a three-party framework, rather than a primary liability...
Ireland - Banking & Financial Services
PRACTICE NOTES
Irish law legal opinions in finance transactions: purpose, conditions precedent, reliance, scope, cross-border co-ordination and typical structure
In cross-border finance transactions, legal opinions are almost always required. They typically operate as a condition precedent to funding or to the execution of the finance documents. Their function is to inform the addressee about the legal risks inherent in the deal. Although they feature across numerous forms of financing, they can be difficult to handle from both legal and practical angles and should, therefore, be discussed and settled as early as possible in the process.
This Practice Note explains:
what legal opinions are
when they are used
who can rely on them
what they cover
how legal opinions are used in cross-border transactions
the structure of a typical opinion letter
For more information, see Practice Notes: Conditions precedent; Ireland-How to instruct and manage local counsel in a finance transaction; and How to draft and review legal opinions in loan transactions. For an example of an Irish law legal opinion, see Precedents: Ireland-Legal opinion letter: Irish borrower entering into an unsecured bilateral facility agreement and Ireland-Legal opinion letter: Irish borrower entering into a secured bilateral facility agreement.
What is a legal opinion?...
Ireland - Banking & Financial Services
PRECEDENTS
Precedent non-crystallisation letter: chargee confirmation and consent to sale or second floating charge over assets subject to an existing floating charge
Letter of non-crystallisation
This precedent letter is used where a buyer acquires a business/asset subject to a floating charge (the Charged Asset), or a lender takes a second floating charge. It confirms the charge has not crystallised, no steps have been taken to crystallise it, and the chargee consents to either a sale or a second floating charge.
Under a floating charge, the chargor may in the ordinary course sell the asset or grant further security (unless restricted) until crystallisation. Once crystallised, the charge becomes fixed and the chargor loses that freedom. Buyers/new lenders should seek confirmation that crystallisation has not occurred. A letter may come from the chargee or chargor, but a chargee’s letter is preferable; though not obliged, chargees usually provide it. Buyers favour unlimited confirmation; chargees often insist on a knowledge qualifier.
Chargee’s headed paper; recipient details and date.
Reference Debenture/Floating Charge dated [date] (the Security Agreement) between [Chargor] and chargee.
Certify: [to the best of our knowledge, information and belief] no event or step has caused, or would cause, crystallisation.
Consent: sale free of the floating charge, or creation of a second floating charge subject to the existing floating charge.
Execution for the chargee.
...
Ireland - Banking & Financial Services
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