Asset-backed security meaning

Scope of this Checklist This Checklist sets out the points to consider when a company is proposing to grant a mortgage. It proceeds on the basis that an English or Welsh company will be granting a mortgage to a lender situated in England or Wales. In this Checklist: the company granting the mortgage is the 'mortgagor' the party to whom the mortgage is granted is the 'mortgagee' the document recording the mortgage is the 'security document' Preliminary questions before taking security by way of a mortgage Is a mortgage the right method of taking security? A mortgage transfers title to the asset, while preserving the mortgagor's equity of redemption so that, once sums due have been paid in full, title can be transferred back to the mortgagor (note that some mortgages, such as over land, are statutory, meaning there is no transfer of title). The use and possession of the asset will remain with...

Funder’s primary objective When a buyer takes property subject to overage and seeks finance secured on that asset, a funder will require assurance that the overage provisions do not obstruct or curtail enforcement of its security. The lender must be confident its charge constitutes sound security over the property. Property and associated rights Assess the character of the site to be charged. Where it forms part of a broader development, consider whether, on a power of sale being exercised, the property will depend on rights over adjoining land held (or to be acquired) by the buyer, such as: rights of way rights concerning service media rights of support If such rights are necessary, agree a form of deed of easement to be annexed to the charge, and allow the funder to require grant of that easement when needed. Also examine whether the seller’s chosen mechanism for securing the overage is acceptable to a funder...

This checklist outlines the points to consider when a company plans to grant a pledge. It assumes a company incorporated in England or Wales is granting a pledge to a lender located in England or Wales. In this checklist: the company giving the pledge is the ‘pledgor’ the party in whose favour the pledge is given is the ‘pledgee’ the document setting out the pledge is the ‘security document’ Preliminary questions before taking security by way of a pledge Is a pledge the appropriate method of taking security? Is the asset of a type that can be pledged? Assets capable of being pledged include: goods (that is, tangible, moveable items such as precious metals or other commodities) documents of title to goods or intangible assets where title can pass by delivery of a document (for example, bills of lading and sea waybills, or bearer securities—the latter now rare in practice), so...

What is the background to TPR’s guidance? As funding positions strengthen and market innovations come through, trustees and employers are encountering a wider suite of financial, governance and insurance tools to meet their schemes’ long-term aims. Insurer buy-out was once viewed as the definitive DB endgame, yet TPR has now confirmed it is not the only route. The guidance is intended to help trustees steer through emerging options, judge their suitability, and make informed choices that improve financial outcomes, strengthen governance and bolster member security. It also emphasises the relevance of scheme-specific circumstances and the importance of obtaining professional advice. What are the key points, aspects, and themes of the guidance? The guidance is framed around several core themes. Endgame planning is no longer a single-track journey, and trustees are encouraged to explore a spectrum of outcomes: aiming for self-sufficiency, continuing to run on the scheme, transferring to consolidators such as superfunds, or insuring benefits via buy-ins and buy-outs. Each route carries distinct characteristics, risks and benefits,...

In this issue: Sanctions AML, CTF & Counter-Proliferation Financing Data Protection Cybersecurity Other Practice Compliance Updates This Week Daily and weekly news alerts Trackers New and updated content Sanctions FCDO issues guidance on consolidating UK sanctions lists by January 2026 The Foreign, Commonwealth & Development Office has released guidance setting out the merger of UK sanctions designations into a single list. With effect from 28 January 2026, the UK Sanctions List will be the only authoritative source for UK designations, replacing the current two-list approach that includes the Office of Financial Sanctions Implementation Consolidated List of Asset Freeze Targets. Organisations will need to adapt compliance tools that rely on OFSI Group ID references. See: LNB News 13/10/2025 43. OFSI issues two new General Licences and amends two additional ones OFSI has introduced two new General Licences. General Licence INT/2025/7539056, Russian Oil Majors Wind Down, and General Licence INT/2025/7538856, Energy Entities Wind-down, each...

In this issue: EU fundamentals Competition and state aid Corporate Data protection and cybersecurity Free movement, immigration and employment Financial services Environment Insurance and reinsurance IP Life sciences International trade Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases January 2026 infringement package The European Commission has unveiled the January 2026 infringement package, identifying the Member States it is proceeding against for shortcomings in meeting obligations under EU law. This round features letters of formal notice to several Member States for not notifying complete transposition measures for multiple directives, including on financial services contracts concluded at a distance—Directive (EU) 2023/2673, on credit agreements for consumers—Directive (EU) 2023/2225, and on crypto‑asset tax transparency—Directive (EU) 2023/2226. It also covers failures to communicate national implementing measures for Directive (EU) 2023/2123, which aligns exchanges of information on terrorist offences with data protection rules, among other concerns. The...

Scope of the regime (NSIA 2021) took full effect on 4 January 2022. From that point, the UK Government gained powers to scrutinise and intervene in a broad array of investments in entities operating in the UK, and in purchases of related assets, with the goal of stopping deals that might threaten the UK’s national security. The regime is run by the Investment Security Unit (ISU) within the Cabinet Office, while the formal decision‑maker is the Chancellor of the Duchy of Lancaster (described in the Act, and here, as the ‘Secretary of State’). Beyond handling notifications and associated proceedings, the ISU may issue guidance on the regime and how it applies to particular transactions. Under NSIA 2021, certain investments in business entities active across 17 specified UK sectors must be notified to the ISU by the investor and cleared by the Secretary of State before completion. This notification duty applies whether the investor is UK‑based or overseas, and also to investments in foreign entities active in these sectors in...

Loan market and developments Overview Broadly, Scotland’s loan market mirrors that of England. Financial services regulation operates on a UK‑wide basis; a substantial body of legislation governing companies and other corporate vehicles (including corporate insolvency) likewise applies across the UK; and all Scottish clearing banks conduct business in every UK jurisdiction, as do their counterparts across the UK. In practical terms, this means English law governed loan documents typically require minimal amendment for UK cross‑border lending transactions. There are, however, some differences in terminology and certain statutory variations that must be allowed for; beyond those matters, an English law loan document and a Scots law loan document are closely aligned. It is commonplace, for example, for English law loan agreements to be deployed in Scottish lending transactions. The principal divergences between the jurisdictions arise in relation to property law and to the law concerning rights in security, where Scots law and English law are notably distinct. Lending Is it necessary to secure any consents or licences to...

Types of special purpose vehicle and orphan trust The deployment of special purpose vehicle structures is widespread in aviation finance. They offer lenders several advantages, including tax benefits and a bankruptcy-remote platform for the financing. A special purpose vehicle (SPV), also known as a single purpose company (SPC), is a legal entity established for a limited aim; in aviation finance this is commonly to own an aircraft for a particular transaction. There are numerous forms of SPV used in aviation finance, with the principal categories being: subsidiary companies orphan trusts limited partnerships Each of these is considered below. The type of SPV selected will vary on a transaction-by-transaction basis. Subsidiary companies Subsidiary companies are typically limited liability companies incorporated in a tax-friendly jurisdiction...

[DRAFT] SETTLEMENT AGREEMENT—pre-action settlement [WITHOUT PREJUDICE AND SUBJECT TO CONTRACT [ SUBJECT TO SIGNATURE BY PARTIES AND/OR SUBJECT TO COURT APPROVAL ] ][CONFIDENTIAL] This Agreement is entered into on the day of 20[ insert year ] Parties [ insert name of party ], a company incorporated in England and Wales (company number [ insert company number ]), with its registered office at [ insert address ] (‘Party A’) [ and ] [ ; ] [ insert name of party ], a company incorporated in England and Wales (company number [ insert company number ]), with its registered office at [ insert address ] (‘Party B’). together, the ‘Parties’ Whereas [ Set out the context of the dispute; for instance, if it relates to a contract, identify the contract’s purpose and date, and provide a summary of the parties’ respective obligations, e.g., ‘Pursuant to [ insert type of agreement, e.g., a distribution agreement ] dated [ insert date...

This Deed is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of Owner ], a company incorporated in [ England and Wales ], registered number [ insert company number ], with its registered office at [ insert address ] (the Owner); and [ insert name of Mortgagee ] of [ insert address ] (the Mortgagee ). RECITALS The Mortgagee and the Owner are parties to a loan agreement dated [ insert date ] (the Loan Agreement), under which the Mortgagee has agreed to advance [ insert amount of loan ] to the Owner for the [ re- ] financing of the [ purchase OR construction ] of the m.v. [ insert name of ship ], [ registered OR to be registered ] as a United Kingdom ship in the Owner’s name under official number [ insert ship number ] (the Ship)...

Legal due diligence questionnaire—private M&A—asset purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] (the Buyer) of [ insert description of the business to be acquired ] (the Business), as a going concern, together with specified assets used within the Business, from [ insert seller name ] (the Seller) (the Proposed Acquisition). Its purpose is to equip the Buyer, the Buyer’s solicitors and other professional advisers with the legal information the Buyer requires to support the valuation of the Business and to advance negotiations for the Proposed Acquisition. Kindly respond to every question in full. Set out your replies in italics immediately beneath each question and provide copies of all relevant documents, ensuring that each answer and document is clearly labelled by reference to the corresponding paragraph of this questionnaire. We reserve the right to raise additional enquiries in relation to your responses to this questionnaire and more broadly...