Lien meaning

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...

Existence and validity of trusts Provincial Equity Finance Ltd v Dines (née Breda) [2023] EWHC 103 (Ch) News Analysis: A literary epigraph—‘By prosperous voyages I often made… and the great care of goods at random left’—introduces a consideration of resulting trusts and the scope of express trusts. The decision underscores the practical obstacles in proving a resulting trust where a disorganised deceased ran bank accounts for mixed ends, and confirms that an express trust can override the presumption of a resulting trust even if the contributor of funds is not a party to the express trust. Author: Nicholas Holland, McDermott Will & Emery UK LLP Jurisdiction: England & Wales Attorney General v Zedra Fiduciary Services (UK) Ltd and others [2022] EWHC 102 (Ch) News Analysis: The court sanctioned a cy près scheme for a £600m charitable trust to be used towards reducing the National Debt, addressing the suitable application of the National Fund. The judgment considers...

Mitchell and others v Al Jaber; Al Jaber and others v JJW Ltd [2024] EWCA Civ 423 What are the practical implications of this case? In most cases, once a company enters liquidation, directors recognise they have no ongoing function after a liquidator is appointed and simply meet their obligation to co-operate with the liquidator. If they nevertheless choose to make decisions or take action after liquidation, they risk being treated as intermeddlers. As intermeddlers, directors assume a fresh suite of duties and, if these are breached, the liquidator may bring a claim against them. Though it is uncommon for directors to try to continue directing or influencing a company in liquidation, this judgment allows liquidators to remind directors to yield to the liquidator’s authority and, if a director still acts rashly, to hold them liable for any losses or damage resulting from such ill-advised behaviour as intermeddlers. It is an additional, if somewhat niche, tool for liquidators in carrying out their role. What was the background?...

In this issue: Arbitration in England & Wales International arbitration Institutional and ad hoc arbitration Sector- and industry-specific arbitration Other arbitration and ADR-related news and developments Daily and weekly news alerts New and updated content Useful information Arbitration in England & Wales Diverging paths? English courts restrict assignment of ICSID awards in contrast to other major enforcement venues On 10 November 2025, the High Court of England and Wales issued a notable ruling in OperaFund Eco-Invest & Schwab Holding v Spain [2025] EWHC 2874 (Comm), determining that an ICSID award made under the Energy Charter Treaty (ECT) is not capable of assignment to third parties. This new approach to assignability may add further complexity to the enforcement of ICSID awards in England—a forum that has been receptive to ICSID enforcement (including proceedings against Spain)—and could influence the secondary market for investing in the recovery of arbitral awards. In this news analysis, the Freshfields team explore...

In this issue: Lending Aviation finance Sustainable finance Real estate finance Debt capital markets Derivatives Technology in banking & finance transactions Scotland Daily and weekly news alerts New and updated content Useful information Lending DBT issues updated statutory guidance on PSC ‘significant influence or control’ for companies and LLPs The Department for Business and Trade has released two statutory guidance notes on what amounts to ‘significant influence or control’ for the purposes of Schedule 1A to the Companies Act 2006, issued separately for companies and for Limited Liability Partnerships. See: LNB News 05/03/2026 28. Sources: People with significant control: 2026 company statutory guidance and People with significant control: 2026 LLP statutory guidance. Aviation finance Gama Aviation FZC v Bin Otaiba Investment Group [2026] EWHC 258 (Comm) The court found in favour of Gama Aviation FZC (GAF) on its claim against Bin Otaiba Investment Group (BOIG), concerning unpaid sums under...

Borrowers can choose from a broad range of debt and capital structuring routes. Traditionally, senior debt (typically provided by banks) sat at the top, then mezzanine finance, followed by junior debt, each ranking ahead of unsecured creditors and shareholders/equity holders. After the 2007/8 credit crunch, businesses increasingly tapped capital markets and non-bank sources (eg private credit) to widen their funding, adding further layers of indebtedness. This Practice Note offers a straightforward overview of the different tiers of debt and security a restructuring lawyer may encounter. It outlines the financing layers and the forms of security commonly seen in practice by a restructuring lawyer. It also sketches how those tiers now sit together in practice. Capital structures and interplay between creditors Typically, external borrowings sit at the operating company (Opco) level. The Opcos own the core business assets (eg premises, key manufacturing equipment and valuable intellectual property), produce most of the profits, and lenders seek security over those assets. In some arrangements, high-value items such as intellectual property or...

This table provides a concise overview of typical negotiated outcomes across a range of intercreditor topics, flagging the principal areas where junior creditors’ rights converge or diverge depending on the junior debt instrument; is drawn from documentation in the upper mid‑market and large capitalisation segments of the European leveraged finance market; assumes a second lien facility is documented separately from the senior debt and votes as an independent creditor class. Intercreditor rights may differ because of (among other factors): transaction‑specific structural features; whether the debt is distributed in Europe or the US; documentary requirements of particular investors (especially where junior debt is pre‑placed); and whether a junior creditor has actively negotiated its rights, or they appear in an evergreen intercreditor agreed solely between the sponsor and senior creditors. For further detail on the topics covered in this table, see Practice Notes: Introductory guide to Intercreditor Agreements Intercreditor agreements—effective releases...

This Practice Note addresses regulatory obligations and practical considerations concerning the layout and substance of a client’s final bill of costs, including situations where an interim statute bill has been issued. It also sets out how interim bills should be dealt with when you come to serve your final bill. While the words ‘bill’ and ‘invoice’ are often treated as interchangeable, this Practice Note consistently uses the term ‘bill’. There is no specific statutory or regulatory prescription for the precise form or contents of a client’s final bill. However, that does not entitle you to present the bill in any format you wish. You must ensure that you: comply with the information and related obligations in the SRA Standards and Regulations, which, though not directed at bills expressly, do apply to your bill in an indirect way are able, if the bill remains unpaid, to take action to recover your costs Contentious and non-contentious work Some of the requirements outlined in this...

Date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Buyer) 1 Definitions Within this Deed, the terms below have the following meanings: Apportioned Price • an amount derived using the formula: (A/B) x C Where: ‘A’ is the gross area in [ acres OR hectares ] of the property included in the Current Disposal ‘B’ is the gross area in [ acres OR hectares ] of the Property in its entirety ‘C’ is the Purchase Price; Base Value • (a) where the Current Disposal is solely Untriggered Property: i the Purchase...

Articles of Association for [ insert name of company ] Limited (Incorporated in England and Wales under registration number [ insert number ]) (Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on...

Definitions This Deed, between Lender and Borrower, defines key expressions used. Costs: all expenses on a full indemnity basis, including legal and professional fees. Event of Default: events in clauses 4.1.1–4.1.9. Financial Indebtedness: borrowing, bonds, finance leases, receivables financing, counter‑indemnities, and related guarantees. Insurance Policy: any current or future insurance benefiting the Borrower regarding the Real Property. Interest Rate: the stated annual rate or a closely comparable replacement if required. Legislation: UK laws and subordinate instruments, as amended, including approved codes of practice. Real Property: the assets in Schedule 1 together with buildings, fixtures and fixed plant. Receiver: any receiver (including a receiver and/or manager) appointed under this Deed or by law. Secured Obligations: all present and future liabilities to the Lender, including Costs and interest. Security Interest: any mortgage, charge, pledge, lien or similar arrangement conferring security. Security Period, VAT, Working Day: from today until full discharge; value added tax; any day except Saturday, Sunday...

As a rule, the seller is entitled to the entire purchase price and, save for limited exceptions, holds an equitable lien over the property until the sum is settled in full. This remains the case even where a receipt has been issued. See Practice Note: Unpaid vendor’s lien. In some situations, the buyer may contend that the seller is estopped from pursuing the outstanding balance, which will usually depend on whether they relied on the completion statement to their detriment... See also Commentary: Vendor’s lien: Halsbury’s Laws of England [960] Declaration and enforcement of lien: Atkin’s Court Forms [119]