Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“LexisNexis is great as I can find the answers I am looking for really quickly. I believe that nothing should be more than 6 clicks away - and the products from LexisNexis deliver on this standard”

Avensure

Access all documents on Dilutions

Dilutions meaning

What does Dilutions mean?
In receivables finance, factoring and securitisation, dilutions are reductions to the invoiced or notified value of receivables that occur before or at collection for reasons other than debtor insolvency or non-payment. Typical causes include credit notes, rebates, returns, allowances, volume or early‑payment discounts, price disputes, tax or duty adjustments, set‑off (compensation in Scots law), netting and invoicing errors. In practice, dilution is the aggregate shortfall between the notified receivable amount and cash actually received. The term is a market and contractual concept rather than one defined by statute or case law. It is commonly defined in transaction documents and used to: determine eligibility of receivables; adjust the purchase price (moving from gross to net receivables); size and maintain a dilution reserve or holdback; set triggers and concentration limits; and allocate risk via warranties, covenants and indemnities. Dilution risk is analysed separately from credit risk and can arise even where the debtor is solvent and pays on time. Usage and legal effect are broadly consistent across England and Wales, Scotland, Northern Ireland and Ireland, though the mechanics and enforceability of set‑off/compensation and related defences may differ by jurisdiction and should be addressed expressly in the documentation.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related Practice Notes about Dilutions

PRACTICE NOTES
Invoice Discounting and Factoring under English Law: Legal and Equitable Assignment, Disclosed and Undisclosed Facilities, Recourse, Set-off, Anti-Assignment Clauses, Priority and Documentation for Receivables Purchases

The use of invoice discounting and factoring of receivables as business finance has expanded markedly in the UK over the past 25 years. Introduction to receivables purchase transactions Invoice discounting and factoring fall within receivables purchase arrangements under which a supplier of goods and/or services (often called the seller or the supplier) transfers, typically by way of assignment, debts owed to it by the purchaser of those goods and/or services (commonly referred to as the buyer or the account debtor), usually together with all associated rights. These receivables purchases are frequently completed at a discounted purchase price. That said, receivables can also be acquired for an amount equal to their face value, with the supplier paying the purchaser a purchase fee. For a variety of reasons, suppliers may opt to sell receivables (on a no recourse or limited recourse basis) in preference to borrowing...

Read More Right Arrow
PRACTICE NOTES
Cross-border joint ventures: termination, default, deadlock and dispute resolution (arbitration and jurisdiction clauses), plus exit mechanisms including winding up, transfers and dilutions

Gratitude is extended to fellow contributors from Squire Patton Boggs’ offices across its worldwide network. Cross-border JVs Forming cross-border joint ventures (JVs) defies a universal template; that is, when one or more JV parties is located outside the UK and the vehicle is intended to be established overseas, bespoke structuring is essential. Ultimately, the agreement must capture the parties’ commercial bargain. That said, the legal themes flagged in this note and in the Practice Notes—Cross-border joint ventures—initial considerations; Cross-border joint ventures—management and control; and Cross-border joint ventures—taxation and funding issues—can steer the selection of jurisdiction for the JV vehicle and shape the deal, so they should be weighed at the outset to maximise the JV’s prospects. Even where a joint venture agreement (JVA) is governed by a familiar system, for example English law, setting up a cross-border JV can surface unforeseen and unfamiliar matters. The topics are addressed only at a high level, and definitive local legal advice should always be obtained when entering into, or handling, matters...

Read More Right Arrow