Cross guarantee meaning

ARCHIVED: This Checklist has been archived and is not maintained.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 throughout. Brussels I (recast) Brussels I Commentary Issues which arise Article 25(1): the provisions apply regardless of the parties’ domicile. Repealed: part of art 23(1) previously applied only if one...

A substantial penalty, imposed on TikTok on 2 May 2025 by Ireland’s privacy regulator, has sparked serious and widespread doubts over whether any firm exporting personal data to China can do so lawfully under EU data‑protection rules. ByteDance, TikTok’s parent, was hit with a €530m (around $600m) fine after the Irish Data Protection Commission (DPC) found it had failed to ‘verify, guarantee and demonstrate’ that EU users’ data—remotely accessed by staff in China—enjoyed safeguards ‘essentially equivalent to that guaranteed within the EU’. Concern over data flows to China has further intensified. The US government has now explicitly barred the movement of bulk sensitive personal data or government-related information between US persons and ‘countries of concern’—notably China. ‘The screw is turning on restricting the flow of data to China, under the banner of privacy, national security and competitiveness interests’, Joe Jones, director of research and insights at the International Association of Privacy Professionals, said in an emailed statement. Under the EU GDPR, data may only be sent beyond the EU where...

Domestic Deputy Governor of the CBI Mary-Elizabeth McMunn speech at the Institute of Bankers On 3 April 2025, Mary-Elizabeth McMunn delivered her inaugural address in her new capacity as Deputy Governor of the Central Bank of Ireland (CBI), setting out her views on how regulation and supervision support the best interests of consumers and the wider economy. Deputy Governor McMunn noted that the CBI has shifted to a more integrated supervisory model in recognition of these factors, to secure effective and efficient execution of supervisory priorities. She said that simplifying regulation is an agenda the CBI welcomes, underscoring the importance of up to date and proportionate frameworks that achieve their intended outcomes. The central message was that the public is entitled to expect stability, resilience and protection. Fitness and Probity updates On 10 April 2025, the CBI published several documents as part of proposed changes to the Fitness and Probity (F&P) Regime. These include: F&P gatekeeper process: sets out the key stages of the...

Jones v Aston Risk Management Ltd [2024] EWHC 2553 (Ch) What are the practical implications of this case? The ruling confirms that a director’s continuing links with non-trading or winding-down companies—such as unpaid loans and the performance of directors’ duties—do not, without more, amount to ‘carrying on business’ for jurisdictional purposes. This is especially pertinent where entities are being wound up. Advisers should scrutinise the substance and quality of any ongoing role, rather than simply noting residual ties. A clear line must be drawn between acts undertaken as a director/shareholder and conduct that amounts to a separate business. Directors’ loans, outstanding debts or comparable arrangements are, on their own, inadequate to establish jurisdiction, even where the sums are substantial and the relationship continues for a lengthy period. Providing guarantees for company liabilities and injecting funding are treated in the same way for jurisdiction: neither, by itself, constitutes operating a distinct business. The judgment extends guarantee case law to the wider sphere of company...

Dobbies Garden Centres Limited sought a Part 26A restructuring plan at a convening hearing in October 2024 and a sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key headline points are set out below (capitalised terms not defined here have the meanings given in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For an in‑depth analysis of key metrics from RPs filed in England & Wales in 2023, together with commentary from leading figures in the restructuring sphere, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline...

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...

Loan market and developments Please provide a succinct outline of the current condition of the loan markets in your jurisdiction and any noteworthy recent developments. The US corporate loan market remains a significant pillar of the US economy. While the US loan market has undergone considerable change in recent years, it is still resilient and continues to be one of the most inventive and consequential areas within the US capital markets. Two principal components of the US corporate loan space are broadly syndicated loans (BSL) and private credit transactions. The BSL segment is a key funding source for medium- and large-sized companies, comprising loans where multiple banks and non-bank financial institutions extend finance through a syndicate of lenders. Private credit typically involves lending by non-bank lenders on a bilateral basis or by a small cadre of lenders (often termed ‘club deals’). Both segments have seen strong growth and transformation over the past several years. Broadly Syndicated Loans Although private credit often captures more media focus, syndicated lending...

This Deed of guarantee and indemnity is executed on [ insert day and month ] 20[ insert year ] Parties 1 [ Insert name of Guarantor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] ( Company A ); 2 [ Insert name of Guarantor ], a company incorporated in England and Wales with registered number [ insert company number ], having its registered office at [ insert address ] ( Company B ); Company A and Company B together (the Obligors ), and 3 [ Insert name of Lender ], of [ insert address ] (the Lender ). bACKGROUND (A) The Lender has extended facilities to the Obligors under a range of financing arrangements. (B) The Lender’s provision of those facilities to the Obligors, or to any of them, is conditional upon the Obligors executing this Deed for the benefit of the Lender...