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Most favoured nation meaning

What does Most favoured nation mean?
In loan documentation, a most favoured nation (MFN) clause protects existing lenders by ensuring that any later‑incurred additional debt is not priced materially higher than the existing facilities unless the existing pricing steps up to preserve an agreed differential. It typically applies to incremental/accordion facilities or similar additional pari passu term debt. If the new debt would exceed the agreed margin or all‑in yield cap, the existing term debt margin (or yield) increases to maintain the cap. MFN is a market expression rather than a statutory or case‑law definition and is used consistently in leveraged finance documentation governed by English or Irish law across England & Wales, Scotland, Northern Ireland and Ireland. Common negotiated features include: - Scope limited to same‑currency, pari passu secured term debt with a similar maturity profile. - Disapplication for the “freebie” basket and/or for like‑for‑like refinancing debt. - A “sunset”, so pricing protection applies only for a specified post‑closing period. - Application to margin only, rather than all‑in yield (or vice versa). - Exclusions for revolving credit facilities or for debt incurred below a de minimis threshold. MFN provisions are key to pricing protection, debt fungibility and avoiding adverse yield drift in syndicated loans and unitranche deals.
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NEWS
UK-US Pharmaceuticals Agreement: MFN mitigations, higher NICE cost-effectiveness thresholds, VPAG rebate cap and increased NHS medicines spend - pricing, reimbursement and trade implications to 2028

Deal headlines Zero tariffs on UK pharmaceutical exports to the US will continue until 2028 The UK reports it has secured ‘mitigations’ under the US ‘Most Favoured Nation’ (MFN) drug pricing initiative, though what these entail remains unclear Plans are underway to raise the thresholds used by the National Institute for Health and Care Excellence (NICE) to assess whether new medicines are cost-effective for NHS use by 17%–25%. In principle, this should lead to more favourable reimbursement outcomes in the UK at prices that better reflect the substantial R&D investment required to bring novel therapies to market The agreement also introduces, for 2026 to 2028, a 15% cap under the ‘VPAG’ scheme on rebates payable by pharmaceutical firms to the UK government on net NHS sales of newer medicines Over the next decade, the UK government will lift its spending on new medicines from 0.3% to 0.6% of GDP We set out below how these developments could influence the UK...

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PRACTICE NOTES
WTO Trade Law Fundamentals: Structure, MFN and National Treatment, Tariff Bindings, Quota Rules, Schedules and Modes of Supply, Transparency, Development, Exceptions, and TRIPS Exhaustion

Structure of the WTO agreements The Marrakesh Agreement Establishing the World Trade Organisation (Marrakesh Agreement) functions as the umbrella WTO Agreement, as it provides the institutional and legal framework. The next layer of instruments sits in Annex 1 to the Marrakesh Agreement. Three agreements - the General Agreement on Tariffs and Trade 1994 (GATT 1994), the General Agreement on Trade in Services (GATS) and the Agreement on Trade-related Aspects of Intellectual Property Rights (TRIPS Agreement) - set out the core principles on liberalising trade in goods, services and intellectual property rights, respectively, together with any exceptions. This Practice Note introduces those principles and exceptions. It should be noted that, for GATT 1994 and GATS, two additional layers must be considered to obtain a comprehensive view of trade in goods or services. Under GATT 1994 there are further agreements or annexes regulating particular sectors or specific aspects of trade in goods, such as the Agreement on Agriculture and the Agreement on the Application of Sanitary and Phytosanitary Measures....

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PRACTICE NOTES
ComparetheMarket home insurance MFNs: CMA UK infringement decision, Chapter I/Article 101, £17.9m fine; appeal to the CAT

CASE HUB NOTE—appeal lodged before the CAT in 1380/1/12/21 ARCHIVED–this archived case hub reflects the position at the date of the decision of 4 November 2020; it is no longer maintained. See further: timeline, commentary, and related cases. Case facts Outline CMA inquiry under Article 101 TFEU/Chapter I concerning ComparetheMarket, regarding purported deployment of retail-wide most favoured nation (MFN) terms within agreements with home insurance suppliers. Latest developments On 19 November 2020, the CMA issued an infringement decision, concluding that from December 2015 to December 2017 BGL (Holdings) Limited, BGL Group Limited, BISL Limited (BISL), and Compare The Market Limited (collectively, BGL) contravened the Chapter I prohibition and Article 101 TFEU by requiring broad MFN clauses from home insurance providers trading via its platform. The CMA levied a financial penalty of £17,910,062. Those MFN terms were imposed widely. Parties BGL (Holdings) Limited, BGL Group Limited, BISL Limited (BISL), and Compare The Market Limited (together BGL). BGL is a digital distributor of insurance and...

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PRACTICE NOTES
Most-Favoured-Nation (Parity) Clauses in Vertical Agreements: EU and UK Competition Law Analysis, Enforcement and Lessons (pre-VABEO/VBER 2022), with Emphasis on Online Platforms

ARCHIVED: This Practice Note is archived and no longer updated. The UK has enacted The Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO). From 1 June 2022, VABEO superseded the Vertical Restraints Block Exemption Regulation 330/2010 (VBER 2010) in the UK. The European Commission has also brought in the Vertical Block Exemption Regulation 2022/720 (VBER 2022), which replaced VBER 2010 in the EU on the same date. Together with their 2022 guidance/guidelines, the UK’s VABEO and the EU’s VBER 2022 materially alter how most-favoured nation (MFN) clauses are approached. This Practice Note predates both instruments and reviews how MFNs were treated by the European Commission and national competition authorities before VABEO and VBER 2022. For analysis of MFNs in the EU under Article 101 TFEU, VBER 2022 and the Commission’s 2022 Guidelines on Vertical Restraints, refer to the relevant sections within: Introduction to the application of Article 101 TFEU to vertical agreements, The Vertical Block Exemption Regulation 2022/720 and Analysing vertical agreements outside the Vertical Block Exemption...

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PRECEDENTS
Most favoured nation (MFN) side letter clause for limited partnership and PFLP agreements: disclosure, election rights and exceptions

Insert a new clause 14 into Precedent: Limited partnership agreement, or a new clause 16 into Precedent: Limited partnership agreement—private fund limited partnership, with the following: [ 14 OR 16 ] Most favoured nation [ 14.1 OR 16.1 ] The Partners acknowledge and agree that the Limited Partnership and/or the General Partner may enter into the side letters or side arrangements with some or all of the Limited Partners, which confer rights or vary or augment the terms of this Agreement and the deeds of adherence entered into by the relevant Limited Partner (the Side Letters and each a Side Letter) and which,...

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