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Out of the money meaning

What does Out of the money mean?
In restructuring and insolvency practice, “out of the money” describes a stakeholder (typically a class of creditors or shareholders) that, on a realistic valuation and applying the statutory priority/waterfall, has no economic interest because senior claims exhaust the enterprise value—so it would receive no distribution in the relevant alternative (e.g., administration or liquidation). For example, if secured debt exceeds the company’s value, unsecured creditors and equity are out of the money. The phrase is not defined in legislation or case law; it is a descriptive market and judicial shorthand used across England & Wales, Scotland, Northern Ireland and Ireland, with broadly consistent meaning. It is frequently used when analysing schemes of arrangement and UK restructuring plans, and in Irish examinership, to inform class composition, voting dynamics and the court’s approach to cross-class cram down. Where a class is out of the money, the court may give limited weight to its objections and may sanction a plan if statutory tests are met (such as the “no worse off”/relevant alternative test). Practical significance: identifies stakeholders unlikely to receive any recovery (as opposed to a full 100% return), focuses attention on valuation evidence, and guides negotiation leverage and plan economics.
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View the related Checklists about Out of the money

CHECKLISTS
UK financial sanctions: OFSI licence applications—practitioner checklist from pre-application to post-approval compliance

Checklist The Office of Financial Sanctions Implementation (OFSI), a part of HM Treasury, is responsible for communicating, implementing and enforcing financial sanctions in the UK. It also holds powers to grant licences that permit an activity or transaction which would otherwise be prohibited under the UK financial sanctions regime. OFSI may only issue licences connected to financial sanctions. If your application concerns a different sanction, such as trade or immigration, you must send it to the appropriate Department. See further Practice Note: Understanding the financial sanctions regime. This Checklist brings together the requirements for applying to OFSI for a financial sanctions licence, alongside recommendations to help make your application faster and easier. These are drawn from multiple sources, including the Sanctions and Anti-Money Laundering Act 2018 (SAMLA 2018) and regulations made under it, various OFSI guidance materials, and guidance from the Solicitors Regulation Authority (SRA). This Checklist also signposts relevant content to support compliance with these requirements and suggestions. A section is provided for you to indicate completion...

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CHECKLISTS
EU AML/CTF/CPF legal and regulatory developments timeline for financial services (2024–2026): AMLA rollout, Single Rulebook, FATF updates, virtual assets and high-risk country lists

This timeline charts activity from 1 January 2024 onwards concerning the EU-facing legal and supervisory frameworks for anti-money laundering (AML), counter-terrorist financing (CTF) and counter‑proliferation financing (CPF) within the financial services sector. It traces both milestones and roll-out of the European AML, CTF and CPF rulebook. It also tracks cross-border initiatives in AML/CTF/CPF from the Financial Action Task Force (FATF), Basel Committee on Banking Supervision (BCBS), International Association of Insurance Supervisors (IAIS), IOSCO, the Egmont Group of Financial Intelligence Units (FIUs) and the Wolfsberg Group. For added detail on the EU AML/CTF regime, consult the Financial crime and sanctions (EU Law)—overview, including Practice Notes on AMLA—direct oversight of qualifying financial services firms, the EU Sixth Money Laundering Directive (MLD6) and the EU Recast Second Wire Transfer Regulation (Recast WTR2) on cryptoasset transfers... 2026 16 March 2026 — AMLA — AMLA starts a data collection exercise to test risk assessment models. AMLA has issued the reporting package for this data collection and testing exercise...

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CHECKLISTS
SRA-compliant firm closure checklist for solicitors (England and Wales)

This checklist is intended to guide you if you need to close your firm. Read it alongside subtopic: Firm closure plan, particularly Practice Note: Firm closure plan-key considerations. Plan and dates ☐ Create a firm closure plan (see Precedent: Firm closure plan). Recommended to show you can carry out an orderly wind-down of your activities, as required by the SRA-SRA Code for Firms, para 2.4. (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Allocate responsibility for the plan. Recommended. (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Set a closure date. Recommended. (Insert any comments you may wish to make regarding your firm’s arrangements) Notifications ☐ Send a completed Firm Closure Notification form to the SRA. Compulsory-SRA Code for Firms, para 2.5. (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ Notify staff. Recommended. (Insert any comments you may wish to make regarding...

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FLOWCHARTS
NEC3 Engineering and Construction Contract: Compensation Event Claims Process for Time and Money — Flowchart

Section 106 planning obligation flowchart This flowchart explains the process for drafting and finalising a section 106 planning obligation. It sets out the duties of the developer and the local planning authority, and the schedule associated with the granting of planning permission. (PDF version)...

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FLOWCHARTS
Handling superSAR information-sharing requests under POCA 2002: a flowchart for relevant undertakings on validity, required NCA notifications, and whether to disclose

This Flowchart sets out the National Crime Agency (NCA) glossary codes most frequently used when completing a Suspicious Activity Report (SAR) via the SAR Portal, together with the additional reporting avenues you ought to consider and assess. The complete list of SAR Glossary Codes appears in SAR Glossary Codes and Reporting Routes for reference. Note 1 SARs regime The SARs regime is not a vehicle for reporting crimes or issues involving immediate danger to others. It exists to enable disclosures of knowledge or suspicion of money laundering or terrorist financing strictly under the Proceeds of Crime Act 2002 (POCA 2002) and the Terrorism Act 2000 (TA 2000). Alongside sending a SAR to the NCA, you may therefore need to notify the matter by alternative routes, eg if an offence is underway or there is an immediate risk to a person. We have indicated where this could be appropriate and relevant. Where feasible, make these additional notifications first, so any urgent concerns can be handled swiftly by the relevant...

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NEWS
EBA consults on EU AML/CTF RTS: AMLA supervision selection, harmonised ML/TF risk assessment, CDD evidence, and sanctions criteria; consultation closes 6 June 2025

On 6 March 2025, the European Banking Authority (EBA) published a consultation paper setting out draft Regulatory Technical Standards (RTS). These draft RTS were issued following the European Commission’s (Commission) Call for Advice. They constitute a component of the European Union’s (EU) Anti-Money Laundering and Countering the Financing of Terrorism (AML/CTF) package, which was published in the Official Journal of the European Union on 19 June 2024...

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NEWS
UK corporate crime weekly, 8 January 2026: 2025 case highlights; SFO compliance guidance; jury reforms; AML and sanctions actions; asset recovery; environmental and health & safety enforcement; local authority prosecutions.

In this issue A review of key cases in 2025 Decision to prosecute and alternatives to prosecution Criminal procedure and evidence Proceeds of crime Bribery, corruption, sanctions and export controls Environmental offences Financial services and pensions offences Health and safety and corporate manslaughter offences Local authority prosecutions Money laundering Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information A review of key cases in 2025 Headline corporate crime matters in 2025 included the UK Supreme Court overturning the convictions of two traders jailed for rate manipulation; the anti-fraud agency deploying a seldom‑used legal power to recover criminal cash; and the first conviction for sanctions breaches. See News Analysis: The biggest financial crime cases of 2025. Decision to prosecute and alternatives to prosecution SFO compliance guide highlights early remediation is key On 26 November 2025, the Serious Fraud Office (SFO)...

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NEWS
UK corporate crime weekly: sanctions consolidation, AML reforms, Online Safety revocations, environmental and H&S actions, SFO disclosure issues, FCA anti-fraud, FTPF and greenwashing, insolvency fraud—16 October 2025

In this issue: Criminal procedure and evidence Bribery, corruption, sanctions and export controls Consumer protection and cartels Cybercrime and data protection offences Environmental offences Financial services and pensions offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences Insolvency offences and Companies Act offences Local authority prosecutions Money laundering Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Criminal procedure and evidence Email caution offers a rare glimpse into SFO record-keeping. Disclosures show a Serious Fraud Office (SFO) official urged investigators to avoid setting out case concerns in emails, highlighting how grinding disclosure disputes shaped the agency’s approach while it was under intense scrutiny over its evidence practices. See News Analysis: Email warning provides rare sight into SFO record-keeping... Bribery, corruption, sanctions and export controls FCDO issues guidance on consolidating UK sanctions lists by January...

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View the related Practice Notes about Out of the money

PRACTICE NOTES
UK money market funds: regime essentials, authorisation, UCITS/AIFM interactions, investment and liquidity rules, CNAV/LVNAV/VNAV, and post‑Brexit reform proposals including TMPR and the Overseas Funds Regime

This Practice Note examines core aspects of the UK framework for money market funds (MMFs) that stems from Regulation (EU) 2017/1131 (the EU MMF Regulation). It also looks at suggested changes to the framework, with the Financial Conduct Authority (FCA), HM Treasury and the Bank of England (BoE) working jointly to bolster its resilience and align it with post‑Brexit regulatory objectives. For background on the EU MMF Regulation, see Practice Note: EU MMF Regulation—essentials. What is an MMF? Money market funds (MMFs) are investment funds that invest in short‑term debt instruments and so play a significant role in the short‑term financing of the economy. In particular, MMFs are open‑ended, liquid investment funds that invest in fixed income through short‑term debt, for example money market instruments issued by banks, governments or companies (including treasury bills, commercial paper and certificates of deposit) which pay interest. They therefore form an important connection between demand for, and the supply of, short‑term debt. Further information on the eligible assets of an MMF is...

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PRACTICE NOTES
Construction disputes: a practical starter guide for trainee solicitors covering time, money and defects claims, adjudication, dispute boards, TCC litigation, arbitration and ADR

This Practice Note offers a beginner’s overview of construction disputes, intended for trainee solicitors and others unfamiliar with the area. It outlines what a construction disputes lawyer does, the disputes that frequently occur on projects, and gives a primer on adjudication, dispute boards, proceedings in the Technology and Construction Court (TCC), construction arbitration and alternative dispute resolution (ADR). It also considers the nature of disputes that routinely emerge on construction projects and the role undertaken by the disputes lawyer. We suggest reading Practice Note: Construction law—new starter guide, which sets out the core principles of construction law and the characteristics of construction projects, before tackling this note. The content of this Practice Note is also available as a PowerPoint deck with speaker notes—see: Introduction to construction disputes—training materials. You might also consider Practice Note: Dispute Resolution—new starter guide, which addresses dispute resolution more broadly. The work of a construction disputes lawyer Construction lawyers handling disputes (often described as contentious or back-end practice) are typically asked to support clients...

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PRACTICE NOTES
Singapore competition enforcement: CCCS closed behavioural cases under sections 34 and 47 of the Competition Act—2018–2025 tracker

This table summarises all completed investigations by Singapore’s competition authority (the Competition and Consumer Commission of Singapore—the CCCS) into alleged cartels, anti-competitive agreements and abuses of dominant positions since 2018. Note—only investigations that have been made public are included in this table. 2025 Investigations under section 34 of the Competition Act Remittance services — ZGR Global; Hanshan Issues: Restrictive agreement—information exchange Developments: Decision finding infringement—31/07/2025; penalties totalling $5.36m imposed Contracting — Trust-Build Engineering & Construction Pte. Ltd; Hunan Fengtian Construction Group Co. Ltd Issues: Restrictive agreement—bid rigging Developments: Decision finding infringement—23/05/2025; penalties totalling $4.6m imposed Investigations under section 47 of the Competition Act The CCCS has not yet issued any decisions under section 47 in 2025 2024 Investigations under section 34 of the Competition Act Remittance services — ZGR Global Pte Ltd; Hanshan...

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PRECEDENTS
Precedent: Independent AML audit report (UK Money Laundering Regulations 2017)

1 General information Person(s) carrying out the audit: [ Provide name(s) of the individual(s) undertaking the audit ] Auditor classification: ☐ Internal ☐ External Audit dates: From [ enter date ] to [ enter date ] Audit type: ☐ Organisation-wide ☐ Targeted—[ Specify exactly what was targeted, e.g. property transactions funded by cryptoassets ] Office(s) in scope: [ Provide details of the offices included in this audit ] 2 Executive summary [ Provide a concise overview of the report findings ] [ Summary of recommendations: ] Importance — Number of recommendations Critical: [ Insert number of recommendations classified as critical ] Important: [ Insert number of recommendations classified as important ] 'Housekeeping': [ Insert number of recommendations classified as ‘Housekeeping’ ] 3 Scope of audit 3.1 This audit has been undertaken to: 3.1.1 review and assess the adequacy and effectiveness of the organisation’s policies, controls...

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PRECEDENTS
UK financial sanctions (OFSI): post‑training assessment for lawyers—screening, reporting, licensing and compliance

How to use this test These questions assess your grasp following your participation in our training on financial sanctions. Once you have finished this test, kindly please return it to [ insert name ]. General Name of person completing test: [ Insert name ] Role: [ Insert role ] Date: [ Insert date ] Multiple choice questions Please tick the correct answer. Question Multiple choice answers 1. What do financial sanctions involve? □ Limits on dealings in money and the provision of financial services □ Limits on import and export of goods □ Limits on travel into and out of the UK □ All of the above 2....

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PRECEDENTS
Precedent: bank account charge over blocked accounts (chargor-specific monies) for syndicated facilities (England and Wales)

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: (A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of granting security in favour of the Security Agent in relation to the Secured Obligations (as defined below)...

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Q&As
Joint tenants: equitable charge to co-owner lender—s.23 LRA 2002

Section 23 of the Land Registration Act 2002 (LRA 2002) states that: The owner’s powers concerning a registered estate comprise: authority to carry out any disposition allowed by the general law for an interest of that nature, except a mortgage by demise or sub-demise; and authority to charge the estate at law to secure the payment of money. At first glance, these powers appear extremely broad; nevertheless, it is evident that they are qualified by a constraint relating to the ability to grant charges over the land...

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Q&As
Issue fee for unspecified sum + non-monetary remedy (excl. goods)

Court fees in civil proceedings We direct you to our Lexis+® UK Dispute Resolution Practice Note: Court fees in civil proceedings, which sets out details of court fees payable for all aspects of civil proceedings...

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Q&As
Court of Protection: LPA attorney loan with 2% compound interest

It is not clear whether the donor holds a lasting power of attorney (LPA) for property and affairs (P&A), for health and welfare (H&W), or both. As attorneys have determined that the donor’s home should be sold (necessitating a P&A LPA) and that the donor should move into a care home (necessitating a H&W LPA), we proceed on the basis that both LPAs exist and have been registered. We also proceed on the basis that there is more than one attorney. Where authority to act is several rather than joint, the lending attorney may opt out of any decision in which they have a conflict of interests. It is further assumed that: the donor had adequate capacity to enter into the loan the LPAs do not include specific instructions or preferences about when the donor’s home is to be sold and/or when they are to enter a care home (if present, the attorneys should take them into account) the attorney who advanced the loan wishes...

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