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What this checklist covers This checklist sets out the principal matters a solicitor guiding a first time issuer must verify and, where appropriate, propose changes to, when reviewing English law terms and conditions governing an issue of debt securities...
Consider the nature of the IP right From a lender’s standpoint, use this checklist to pinpoint key points when taking IP as security and the steps to implement it... Identify the IP right and applicable law; patents, trade marks, registered designs and copyright can be mortgaged or charged... Select security: a legal mortgage (assignment plus redemption and exclusive licence‑back) offers stronger control than a fixed charge; for charges, restrict disposals and hold an executed undated assignment in escrow (verify foreign recognition)... Confirm ownership, term, existing security, licences and third‑party interests; demand warranties and title evidence, especially for unregistered rights... Assess validity and maintenance: search prior rights, check renewals and genuine use, monitor infringement, review litigation; obtain professional opinions where needed... Value the right and routes on default (licensing or sale); add complementary assets if required... Cover associated rights and materials: unregistered marks/goodwill (only with the business), unregistered designs, database right, know‑how/confidential information, domain names, and software/source code with escrow... Register...
Proposed changes to scope of UK regime Current regime In the UK, the AIFM framework currently separates firms into: full-scope AIFMs: FCA-authorised and required to meet a broad rulebook, covering disclosures, reporting and robust operational standards small authorised AIFMs: authorised by the FCA but not held to the comprehensive obligations imposed on full-scope AIFMs small registered AIFMs: registered with the FCA and subject only to limited reporting. This route was introduced for firms not previously FCA-authorised, such as managers of social entrepreneurship funds and registered venture capital funds The threshold for becoming a full-scope AIFM is: over €100m of assets under management in leveraged assets, generally relevant to hedge fund managers over €500m of assets under management in unleveraged assets with no redemption rights for five years, typically relevant to private equity sponsors Proposed regime In its call for input, the FCA proposes replacing the current framework with a three-tier categorisation of...
FORTHCOMING CHANGE On 27 October 2025, the Renters’ Rights Act 2025 obtained Royal Assent. For guidance on the Act’s effect on residential tenancies in England, see Practice Note: Renters’ Rights Act 2025—key provisions. This Practice Note sets out mortgagee possession claims, including the mortgagee’s right to seek possession and their duties once in possession, the mortgagor’s right to request time to pay under the Administration of Justice Act 1970, the position of any tenants of the mortgagor, the pre-action protocol, and the process for bringing a claim. For guidance on the range of remedies available to mortgagees, see Practice Note: Mortgages and land—enforcement of mortgages and legal charges over land. The right to possession Where a mortgagor has fallen into default, the mortgagee will often wish to sell the property and may first need to secure possession. However, it is also possible to: sell without taking possession: a sale subject to a tenancy can be especially attractive for a commercial property let at a...
STOP PRESS ECCTA 2023 introduces identity verification for anyone submitting filings at Companies House. This is expected to become mandatory from November 2026. See: Registering Security at Companies House—changes under ECCTA 2023 for further details and timing. STOP PRESS On 16 March 2026, Companies House announced that on Friday 13 March it had been alerted to a security issue. A logged-in WebFiling user could, after following a specific sequence of actions, potentially view and amend certain elements of another company’s information without consent. Companies House has said that existing filed documents—such as accounts or confirmation statements—could not have been changed. There is, however, a risk that some personal data may have been accessed and that unauthorised submissions may have been made. Although information is currently limited, this could include, for example, a satisfaction of charge filing. Companies House has advised companies to review their registered particulars and filing history. Lenders may wish borrowers to confirm that these checks have been completed and that everything is in order....
Any limited company planning to carry out a redemption of redeemable shares is required to comply with the provisions set out in the Companies Act 2006 (CA 2006). In addition to the framework under CA 2006, separate rules, as well as guidance, are pertinent where the company is listed or admitted to AIM. For an explanation of the legal conditions a company must satisfy to issue redeemable shares, with reasons a company might proceed to redeem its shares, refer to Practice Note: Issue of redeemable shares...
£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...
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)...
Company number: [ insert number ] [ insert company name ] Limited (the Company) Payment out of capital for redemption of shares in the company In accordance with section 719 of the Companies Act 2006, the Company hereby gives notice that: On [ insert date ], the shareholders sanctioned a payment out of capital under section 716 of the Companies Act 2006 to enable the Company to redeem [ insert number of shares ] [ redeemable ] shares of £[ insert nominal amount ] each; The permissible capital payment, as defined by section 710 of the Companies Act 2006, for the relevant shares is £[ insert amount ]; The directors’ statement and the auditors’ report required by section 714 of the Companies Act 2006 in relation to the proposed out-of-capital payment are available for inspection at [ [ the registered office of the Company ] OR [ insert details of relevant address ] ] ; and Any creditor of the Company...
A buyer for value of land burdened by a legal or equitable rentcharge in favour of a charity will take subject to that rentcharge, unless: the rentcharge is registrable as a land charge and is void against him for want of registration (see sections 2 and 4 of the Land Charges Act 1972; section 24 of the Law of Property Act 1969; section 2(1)(i) of the Law of Property Act 1925 (LPA 1925)); the sale is made in exercise of powers under the Settled Land Act 1925 (SLA 1925) and the rentcharge is capable of being overreached on such a sale (see SLA 1925, s 72; LPA 1925, s 2(1)(i)); or for an equitable rentcharge, the purchaser had no notice of it (Re Alms Corn Charity, Charity Comrs v Bode). Also note that, depending on the date of the rentcharge, the Rentcharges Act 1977 provides that, since 22 August 1977, only certain types of rentcharges can be created (Permitted Rentcharges). For more...