Embedded value meaning

Power purchase agreements (PPAs), and the consequent checklist considerations, will differ according to several elements, such as the generation technology adopted and, notably, whether any feedstock or fuel is necessary to run the finished plant. The nature of the deal—be it a short-term trading arrangement or a longer-term contract required to support financing—will likewise be influential. This Checklist proceeds on the basis of a ‘conventional’ PPA with a licensed supplier as the counterparty. Other forms exist, including corporate PPAs where the buyer is an end user, potentially linked to the plant by a private wire. For additional detail on corporate PPAs, see Practice Note: Corporate Power Purchase Agreements—an introduction to structuring power purchase arrangements between large energy users and remotely located generators. What is/check the duration of the agreement? Where a PPA is needed to underpin external financing for a new generating asset, the PPA term should, as far as practicable, ideally align with the tenor of any loans advanced to fund the scheme and the associated project...

Across sectors where high‑value, cross‑border transactions are commonplace, exposure to financial crime is pronounced. Specific hazards include the possibility that assets traded are stolen or were acquired with the proceeds of crime; that either buyer or seller is implicated in terrorist activity; or that the asset functions simply as a vehicle for money laundering or terrorist financing. Although anti‑money laundering (AML) controls—such as requirements to disclose suspicious activity—are now firmly embedded within many firms’ compliance procedures, the absence of parallel counter‑terrorist financing controls persists as a key weakness. There are important lessons to draw from Ojiri’s case. Art sales lead to hot water From October 2020 to December 2021, Ojiri is reported to have sold eight artworks, with a combined value of £140,000, to an individual alleged to be involved in terrorist financing. Although this individual was not personally designated under the UK sanctions regime until April 2023, he had been listed by US authorities in 2019 as a ‘special designated global terrorist’, thereby barring him from entering...

In this issue Q&As Useful information Weekly highlights from other practice areas Q&As New Q&A When setting up growth shares in a subsidiary where value is expected to be realised through a sale to the parent under a put option, must the put’s terms appear in the issuer’s articles, or can they sit in the subscription agreements instead? This Q&A examines a scenario where the growth shareholder benefits from a put allowing them to require a purchase at a defined time for a price that disregards any minority discount. It considers whether those put terms need to be embedded in the issuing company’s articles of association, drafted so they advantage any hypothetical buyer or holder of the shares, to manage the risk of an income tax charge under the employment-related securities rules where disposal occurs for more than market value on exercise of the put... Useful information Rough tax justice—finally?...

ATG Services (Scotland) Ltd v Ogilvie Construction Ltd [2024] CSOH 94 What are the practical implications of this case? This ruling introduces no new principles for enforcement actions, nor does it shift the settled approach to such challenges. Parties are already well aware that the courts in Scotland and in England are reluctant to interfere with adjudicators’ decisions. Nevertheless, the case attracted substantial comment when issued, probably because of Lord Sandison’s blunt appraisal of Ogilvie’s defence. His judgment begins with the sentence: ‘The defence to this action is entirely without merit.’ Even with such a stark view expressed, a party facing an award against it on a technicality in ‘smash and grab’ adjudication will still, as a rule, search for grounds to contest enforcement, especially where it considers the true value of the account to be markedly below the sum awarded. That remains the case notwithstanding the tone of the opinion. Against that backdrop, and in light of the above, this judgment is unlikely to exert any added deterrent...

Note—to check whether notification thresholds in the Central African Republic and worldwide are satisfied, please refer to: Where to Notify. 1. Have there been any recent developments regarding the CAR merger control regime and are any updates/developments expected in the coming year? Are there any other ‘hot’ merger control issues in the CAR? The Central African Republic (CAR) embedded competition rules in its Commercial Code, Law No. 2016-06 of 30 December 2016 (the Commercial Code), replacing the former competition statute, Law No. 92.002 of 26 May 1992. Oversight of competition matters in the CAR rests with the Commission Nationale de la Concurrence (CNC). The CAR also belongs to the Central African Economic and Monetary Community (CEMAC), whose merger control framework is set out in Regulation No. 06/19-UEAC-639-CM-33 of 7 April 2019 on competition (the CEMAC Competition Regulation). Beyond these points, there have been no material changes to the CAR’s competition regime. No amendments or new measures are anticipated in the next year, and there are presently no standout...

There will, inevitably, be hurdles and blocks that disrupt your progression. This Practice Note explores what these could be and how to handle them. Broadly, barriers fall into the following groups: environment time pressures habit motivation perception of your role Environment To become genuinely embedded in the business and operate as one team with commercial colleagues, they may need to meet you half way. A particularly effective route to building commercial awareness is to sit in on commercial meetings where legal input isn’t required—simply listening to what’s going on across the business to gain context. See Practice Notes: What do we mean by a legal business person? and How to move to working as a legal business person. However, this is often resisted. Some commercial peers may feel uneasy or question your motives, or doubt the value-add of you joining meetings that are purely commercial. Perhaps previous lawyers have forced their way in, offered ill-judged contributions, or attempted to...

Insurance Insurance is a cornerstone of trade and commodity finance. Although many embedded risks in trade funding can be reduced through careful structuring, including taking security where appropriate, insurance delivers an extra safeguard for the lender. For instance, collateral over financed goods offers no value to a financier if part of those goods are damaged or destroyed. Putting in place suitable insurance against the peril of damage or destruction of the goods preserves the financier’s position should that risk materialise. Moreover, a financial institution may procure insurance against an obligor’s default to achieve capital relief on its exposure, or to permit the financing of deals that would otherwise be barred by internal obligor or country limits. Insurance arrangements ought to be addressed from the very start of a deal, during the structuring stage. Matters to assess include: which categories of risk can, and ought to, be insured; and who should bear responsibility for arranging the insurance? The answers to these points will...