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Standstill agreement meaning

What does Standstill agreement mean?
A standstill agreement is a contractual forbearance under which one or more creditors agree, for a defined period, not to take or continue enforcement action (for example, acceleration, demands, litigation, appointment of receivers/administrators or security enforcement) against a company while the parties negotiate a restructuring or workout. It is a descriptive term used across corporate finance, restructuring and disputes; it is not itself a statutory moratorium. Key features typically include: scope of the standstill and permitted actions; duration and early termination triggers; reservation of rights and acknowledgments of default; information and access undertakings; payment and cash‑control mechanics; consent thresholds (often aligned with LMA/ intercreditor terms); coordination with security and subordination arrangements; confidentiality; costs and governing law/jurisdiction. It is distinct from court‑supervised moratoria (for example, the Part A1 moratorium in England and Wales and Northern Ireland, or examinership/SCARP in Ireland). In disputes, parties sometimes use a “limitation standstill” whereby a prospective defendant agrees not to rely on a limitation defence while settlement is explored. This is generally recognised in England and Wales, Northern Ireland and Ireland as a contractual forbearance, but does not stop time running. In Scotland, statutory prescription cannot generally be suspended by private agreement, so protective proceedings are usually required....
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View the related Checklists about Standstill agreement

CHECKLISTS
Professional negligence: claimant pre-action checklist and steps under the Pre-Action Protocol (England and Wales)

This checklist outlines the current position under the Pre-Action Protocol for Professional Negligence claims (the ‘Protocol’). For general guidance, see Practice Note: Professional negligence claims—the pre-action protocol. Read alongside Practice Note: Professional negligence claims—pre-action protocol—claimant issues. For further detail on pursuing a professional negligence claim (including a worked hypothetical set of pleadings), see: Starting a professional negligence claim—a practical guide Pleading professional negligence claims—worked hypothetical examples Together with the template Precedent: Particulars of claim—professional negligence claim. Client’s initial instructions of potential professional negligence claim Limitation See Practice Note: Limitation—professional negligence claims. Is a limitation issue pending? If so: consider issuing protective proceedings negotiate a standstill agreement See Practice Note: Professional negligence claims—the pre-action protocol—Limitation and the professional negligence PAP. Initial investigations background basis of claim (in contract, tort, etc) any obvious difficulties with causation preliminary view on quantum need to retain expert evidence now?... ...

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CHECKLISTS
Provider Selection Regime (England) Checklist: Content of Standstill Communications to Unsuccessful Providers

This Checklist outlines the details that must be set out in correspondence to an unsuccessful provider to satisfy the transparency obligations required by the Health Care Services (Provider Selection Regime) Regulations 2023, SI 2023/1348, reg 11(8)(b), Sch 9... Information to be included Contract or framework agreement title and reference The contract or framework award criteria The reasons why the successful provider was successful The reasons why the unsuccessful provider was unsuccessful The dates marking the start and end of the period for written representations (standstill) Further reading See Practice Note: —Health care procurement—procurement process—Basic selection criteria See Practice Note: —Health care procurement—procurement process—Key criteria See Practice Note: Health care procurement under the Provider Selection Regime—Transparency See Practice Note: Health care procurement under the Provider Selection Regime—PSR procurement principles See Practice Note: Health care procurement—contract award, modifications and management—Standstill period

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NEWS
CJEU finds UKSC breached EU law by enforcing Micula ICSID award: Article 351 TFEU, sincere co-operation, preliminary reference and State aid standstill during Withdrawal Agreement transition

European Commission v United Kingdom of Great Britain and Northern Ireland Case C-516/22 (ECLI-EU-C-2024-231) What are the practical implications of this case? This judgment underscores the Court of Justice’s careful stance on arbitration as a parallel route for settling disputes touching on EU law. That outlook is deliberately cautious and firmly supervisory. To preserve the primacy of the EU legal system and consistent construction of EU rules across the internal market, the Court will see to it that executing intra‑EU arbitral awards, including those issued under international instruments, such as the ICSID Convention, does not inflict irreversible harm on that framework. Consequently, the Court will take every measure to verify such awards’ conformity with EU law and, where that cannot be achieved, bar their enforcement within the EU to the extent that they conflict with EU law. In light of this, investors from abroad seeking to safeguard their investments may wish to arrange their investments in a manner that enables them to avoid the Court of Justice’s scrutiny,...

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NEWS
High Court of England and Wales clarifies limitation burden under standstill, clause 6 scope and implied quality terms in Tullow Ghana v Vallourec US$257m water‑injection tubing defects claim

In a ruling on preliminary points issued by the High Court on 20 November 2025, Deputy Judge Nigel Cooper KC held that Tullow Ghana Ltd carries the burden to adduce prima facie proof that a breach of contract, tied to the alleged loss, occurred within six years of its standstill agreement with Vallourec Oil and Gas France SAS. A standstill agreement is a contract under which parties consent to pause particular action for a defined period. If Tullow produces such evidence, the judgment states that the burden then shifts to Vallourec to establish that, in reality, the cause of action arose at an earlier date. In May 2023, Tullow alleged before the High Court that its supplier of water‑injection tubing, Vallourec, had broken two sale agreements dating from 2008 and 2009. The operator asserted that Vallourec had supplied tubing for water‑injection wells that were...

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PRACTICE NOTES
NHS Provider Selection Regime: Standstill, Award, Contract Modifications, Urgent Procedures, Management and Termination

This Practice Note is the third in a three-part series on health care procurement under the Provider Selection Regime (PSR), brought into effect by the Health Care Services (Provider Selection Regime) Regulations 2023 (PSR Regs 2023), SI 2023/1348, effective from 1 January 2024. It addresses: standstill period contract award contract modifications urgent awards/modifications contract management termination Standstill period A contract arranged using the: direct award process C most suitable provider process competitive process framework agreement must not be concluded until the standstill period has ended. The standstill begins on the day after the notice of intention to make award is published on the central digital platform and must last for at least eight working days. This pause allows any service provider who is aggrieved, or who believes PSR Regs 2023 have not been observed, to send written representations to the relevant authority (RA), particularising their concerns, before the contract...

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PRACTICE NOTES
Environment Act 2021: legislative developments and implementation—consultations, scrutiny, Office for Environmental Protection, principles and targets (2017–2023)

ARCHIVED: This Practice Note is archived and is not maintained. Context Following the 23 June 2016 referendum on the UK’s EU membership, where 52% supported leaving, the government enacted the European Union (Withdrawal) Act 2018 (EU(W)A 2018). EU(W)A 2018 introduced a range of legislative measures tied to the UK’s withdrawal to ensure the statute book functioned on the day the UK left the EU. In broad terms, the same legal rules applied after exit day (11 pm on 31 January 2020) as beforehand, up to the completion of the implementation period. For more on this, see Practice Note: Brexit legislation tracker—Brexit SIs—commencement. From exit, the UK’s relationship with the EU has been governed by the Withdrawal Agreement, an international treaty negotiated between the UK and the EU during the withdrawal period, which sought to: resolve the administrative and financial outstanding issues linked to the UK’s EU membership safeguard the rights of UK and EU citizens living in each other’s territory, and ...

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PRACTICE NOTES
Concession Contracts Procurement under the Concession Contracts Regulations 2016: scope, procedures, thresholds, exemptions, standstill, remedies and post‑Brexit changes (England, Wales and Northern Ireland)

Brexit, and public procurement reform The UK’s public procurement framework stems from EU procurement rules and, as a result, was touched by the UK’s departure from the EU—though only in a limited way. In substance, procurement law in the UK has largely carried on with only minor alterations, pending the arrival of the forthcoming procurement reform. For more detail, see Practice Note: Public procurement reform. The Public Procurement (Amendment etc) (EU Exit) Regulations 2020 amended and revoked elements of procurement legislation to resolve practical issues arising from Brexit, and to ensure the system continued to function effectively once the UK had left the EU and the related transitional arrangements concluded at 11 pm on 31 December 2020 (IP completion day). Those changes formed part of the broader domestic legislative programme associated with Brexit, introduced under the European Union (Withdrawal) Act 2018 (EU(W)A 2018). Some of the amendments are nonetheless subject to overriding requirements consistent with the UK’s international commitments, for example under relevant separation provisions in the Withdrawal Agreement,...

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PRECEDENTS
Mutual standstill agreement extending limitation and deferring proceedings, with notice and termination mechanisms (England and Wales)

This Agreement dates from [ insert day ] of [ insert month ] 20[ insert year ] Parties 1 [ Insert full name and address of individual or company name, number and address of registered office ] ( Party A ) 2 [ Insert full name and address of individual or company name, number and address of registered office ] ( Party B ) each a ‘Party’ and jointly the ‘Parties’ The Parties agree: 1 Definitions and interpretation Dispute • denotes any claim stemming from or relating directly to [ Insert description of the dispute/circumstances giving rise to the dispute ]. Proceedings • signifies any court proceedings within England and Wales, plus also any arbitration concerning the Dispute. Period of Extension • denotes the duration that starts on the date of this Agreement and runs until it is ended in accordance with clause 3. Extension Date • signifies the date upon which the Period...

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PRECEDENTS
Restructuring Support (Lock-Up and Standstill) Agreement with Interim Finance, Chief Restructuring Officer Appointment and Creditor/Director Releases

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The Consenting Lenders (as set out in Schedule 1); [ The Consenting Bondholders (as set out in Schedule 2); ] [ insert name of debtor company ], a company registered in [ insert country eg England and Wales ] with company number [ insert registered number ], whose registered office is at [ insert address ]; [ The Material Companies (as set out in Schedule 3); ] Recitals On [ insert date ], the directors of the Company announced a proposal to restructure the claims of certain creditors of the [ Company OR Group ] following a period of financial distress. On [ insert date ], the Company and certain creditors entered into a Standstill Agreement in connection with the proposed restructuring. [ On [ insert date ], the Company and certain creditors agreed non-binding heads of terms for the...

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PRECEDENTS
Debtor–Creditor Confidentiality Agreement for Corporate Restructuring or Standstill Negotiations (England and Wales)

Confidentiality agreement — restructuring & insolvency This Agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ insert name of debtor company ], a company registered in [ insert country eg England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] (the Company); and The Creditors identified in the Schedule (the Creditors). (Each of the Creditors and the Company is a Party and, together, the Creditors and the Company are the Parties). Recitals (A) The Company undertakes to provide information to the Creditors, and the Creditors undertake to keep such information confidential and to use it solely for the purposes of assessing, negotiating, monitoring and implementing a [ Standstill Agreement OR Restructuring Agreement ]. (B) [ insert any further recitals ]. ...

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