Secondary parties meaning

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

This table sets out the circumstances in which a company can sometimes be held responsible for taxes mainly owed by another party, within the context of a company takeover event. It should be read together with the more comprehensive explanation of each provision set out in Practice Note: Secondary tax liabilities of companies, for clarity. Description Legislation Who is secondarily liable? When does liability arise?...

STOP PRESS: The Loan Market Association (LMA) has issued refreshed versions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete suite of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, all coming into force on 17 March 2026. Changes comprise the deletion of LIBOR references, updates to IBOR rate definitions and the Target2 definition, plus revised ERISA representations that fold in further exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The new materials are accessible solely to LMA members via the LMA’s Documentation Hub. Summary A core principle of trading under the LMA protocol is that ‘a Trade is a Trade’: once a trade is concluded (which may include an oral agreement reached by telephone), it is binding, and later events that may disadvantage one or both parties do not permit either side to rescind or ‘break’ it. For instance, not securing consent for an assignment or novation of the...

Getty Images (US) Inc and other companies v Stability Al Ltd [2023] EWHC 3090 (Ch) What are the practical implications of this case? General litigators will find here a clear illustration of the hurdles in obtaining summary judgment or a strike out where a claim rests only on inference. Getty pleaded primary copyright and database infringement on the footing that relevant UK acts could be inferred because Stability’s development team includes a substantial cohort of people living and working in the UK. Both parties put forward material for the hearing. Getty identified social media posts and YouTube videos consistent with the alleged conduct in the UK; Stability served seven witness statements, but these did not comprehensively set out the role of each UK-based team member or the computer systems they could use. The judge concluded there was: material arguably undermining Stability’s stance that Stable Diffusion was trained and developed outside the UK; evidence creating unresolved questions and inconsistencies on that issue; and a proper...

Molecular Dynamics, Ltd v Spectrum Dynamics Med , 22 Civ 5167 (KPF) (S.D.N.Y. 23 July 2024) (‘Molecular v Spectrum’) What are the practical implications of this case? Molecular v Spectrum recognises that, under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention), the courts of the place where an award is ‘made’—that is, the arbitral seat—hold primary jurisdiction and the exclusive authority to set aside, vacate, or modify an arbitral award pursuant to domestic law. Courts in all other Convention States possess only secondary jurisdiction and are confined to declining enforcement, and then only on the limited grounds listed in Article V of the New York Convention... Whether a court is competent under the New York Convention to entertain an application to set aside an arbitral award is a question that concerns that forum’s subject matter jurisdiction. A court exercising secondary jurisdiction therefore lacks subject matter jurisdiction over claims seeking to vacate, set aside, or modify a foreign arbitral award. The Court...

In this issue: Individual rights arising from union membership Pay Tax Prohibited conduct (discrimination etc) Diversity and gender pay gap Whistleblowing Bribery, modern slavery, tax evasion and fraud Employment Tribunals Wales IRLR Highlights—December 2024 Dates for your diary Trackers New Q&As Employment resources on Lexis+® Daily and weekly news alerts Individual rights arising from union membership Supreme Court unanimously confirms that a trade union can rely on third party rights under C(RTP)A 1999 to secure a check-off term in an employment contract. In Secretary of State for the Department for Environment, Food and Rural Affairs v Public and Commercial Services Union [2024] UKSC 41, the Supreme Court—Lord Sales and Lady Rose delivering the principal judgment—allowed the Public and Commercial Services Union’s appeal. The Court held that the Union was entitled to invoke section 1 of the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) to enforce a provision...

For both the investing private equity fund and the target’s leadership, the prime lure of a private equity-backed buyout is the chance to crystallise a meaningful gain on exit. There are several potential paths to exit from such an investment, most typically: a trade sale to another company operating within the same sector, a flotation (IPO), or a secondary buyout (SBO). The ultimate route will hinge on considerations such as public market appetite for a listing and whether credible purchasers are available. Management often influence the decision, and may favour renewed private equity support via an SBO when the business model and prevailing market backdrop align. A secondary buyout (SBO) is, in essence, a private equity-backed acquisition of a company that has already undergone a private equity-backed buyout. In an SBO, the existing private equity owner exits its stake, though the current management team can remain in post afterwards. Alternatively, fresh management might be appointed, or a blend of old and new...

Pre-existing legal relationships Psychiatric harm may arise where a claimant and defendant are already linked by a legal relationship. In some settings, the character of that connection places a duty on the defendant to act with reasonable care so as not to cause psychiatric injury. Illustrations include: Occupational stress claims: perhaps the clearest instances of a pre-existing obligation not to inflict ‘pure’ psychiatric damage. See Practice Notes: Occupational stress—introduction and Occupational stress—establishing liability. Health authority cases involving the communication of upsetting information: here, the parties’ established relationship may mean it is foreseeable that negligent misstatements, or even an unduly insensitive delivery of accurate facts, could result in psychiatric injury. Examples include: a claimant developing post-traumatic stress disorder after being wrongly informed that his baby had died (noting that the judge’s analysis in that matter was that recovery was available as a primary victim) a health authority notifying patients that they had been treated by healthcare workers who...

This Practice Note is archived and no longer updated or maintained. It outlines the differences introduced in the NEC4 standard form construction contracts when set against the NEC3 versions. It also summarises the changes from NEC3 across the standard forms. The spotlight is on the NEC4 Engineering and Construction Contract (ECC), though many ECC revisions mirror those rolled out across the broader NEC suite. Many of the points made in relation to the ECC are indicative of suite-wide adjustments. The NEC characterises NEC4 as an ‘evolution not revolution’, building on NEC3. The bulk of NEC4’s revisions appear aimed at embedding sound practice and/or cutting reliance on Z clauses (ie bespoke amendments). For further details on NEC contracts in general, including their structure, see Practice Note: NEC contracts—introduction. Publication of NEC4 The NEC4 contracts were issued by the Institution of Civil Engineers on 22 June 2017...