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This Practice Note outlines the law concerning criminal recklessness. The subjective test for recklessness Certain statutory and common law offences allow the prosecution to prove mens rea through ‘recklessness’. Put simply, recklessness is where the accused takes an unjustified risk that results in unlawful harm or damage. The House of Lords in R v G reaffirmed the subjective approach to recklessness. Before R v G, two distinct tests were used, depending on the offence charged: Subjective recklessness from R v Cunningham: the prosecution had to establish that the accused personally foresaw the risk. Objective recklessness from R v Caldwell: the prosecution only needed to show that the risk would have been obvious to a reasonable person, without proving the accused themselves foresaw it. In R v G, the House of Lords concluded that the objective test could operate unfairly where a defendant did not foresee the
This Practice Note examines the remedy of rescission, explaining when and in what manner a contract can be unwound (at common law, in equity and under statute) and thereby terminated and brought to an end. It covers the consequences and effects of rescission, the principal grounds for setting aside an agreement (misrepresentation, mistake, undue influence, duress, non‑disclosure, fiduciary misdealing and bribery) and the main obstacles to claiming rescission—affirmation, the intervention of third‑party rights and the impossibility of restitution. For further guidance on rescission in the context of misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy. There are many ways in which a contract may reach its end; see: Terminating contracts—how and when a contract ends—overview for a brief and accessible summary, with links to the related further practical guidance, including Practice Note: Termination and expiry of contracts. For a table
What is a res judicata? A res judicata is a determination by a court or tribunal with jurisdiction over the cause of action and the parties, which finally disposes of the issues decided so they cannot be litigated again by those bound, save on appeal. Final judgments entered by default or by consent fall within this concept, whereas rulings on purely procedural points and any decision lacking finality do not. The doctrine’s aim is to bring litigation to an end and shield parties from being harassed by the same dispute twice. in personam—binds the parties and their privies in rem—binds all persons, privy or otherwise (ie a judgment binding the whole world) A party may rely on res judicata: as an estoppel to defeat an opponent’s claim or defence; and/or as the basis of their own claim or
The offence of causing grievous bodily harm with intent Wounding or causing grievous bodily harm (GBH) with intent can be tried solely in the Crown Court on indictment. Elements of the offence Under the Offences against the Person Act 1861 (OATPA 1861), the prosecution must establish that the defendant unlawfully and maliciously: wounded with the intention of causing GBH, or caused GBH with that intention, or wounded intending to resist or prevent the lawful arrest or detention of any person, or caused GBH intending to resist or prevent the lawful arrest or detention of any person ‘Unlawfully’ and ‘maliciously’ Unlawfully The wounding or causing of GBH must be unlawful. Such conduct may be lawful if used: in self-defence in defence of another in defence of property for the prevention of crime where the victim gave express or implied consent For further information on these defences, see below:
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Novation offers a route for a lender to move its interest in a loan to a different lender. This Practice Note explains what novation means before setting out the advantages when compared with other methods of transfer. It then highlights matters to consider, including consent, documentation and the effect on security. For an overview of key points in loan transfers more broadly, see Practice Note: Introductory guide to loan transfers. The following Practice Notes provide detailed guidance on other ways to transfer a loan: Transferring a loan by assignment Selling a loan by sub-participation For a precedent novation agreement, see Precedent: Deed of novation: for an unsecured bilateral facility agreement. What is novation? Under English law, novation is the sole means by which a lender can pass both its contractual rights and its contractual obligations to a new lender. Strictly speaking,...
Timing After the deal structure is settled and the term sheet agreed and signed (for more information, see Practice Notes: Term sheet and mandate phase in loan transactions and How to draft and negotiate a LMA investment grade term sheet), the parties turn to preparing and negotiating the principal finance documents for the transaction. Where deadlines are tight, work on the key documents may begin even before a term sheet is executed. This finance documents phase is typically the longest part of the process, ranging from a few weeks for a straightforward deal to many months where the transaction is more complex. What happens during this stage of the transaction? During this stage, the finance documents are drafted and negotiated. All loan transactions will include a loan agreement (often referred to as a 'facility agreement', 'facilities agreement' or 'credit agreement'), which is the core finance document setting out the...
Typically, the lender’s solicitors oversee the signing of the finance documents, either at a physical completion meeting or, more commonly now, via a virtual signing. However the documents are to be signed, the lender’s solicitors will arrange the execution versions of the finance documents and make them available to all parties for prompt signature. The borrower’s solicitors might be asked to assist their clients with executing the finance documents (or any other transaction documents that need execution) as required. While in‑person signing meetings still occur in the banking and finance arena, they are less frequent in practice, having largely given way to virtual execution of documents, including the use of electronic signatures. Virtual execution Following the decision in Mercury Tax Group v HMRC, the Law Society issued guidance on suitable methods and practice of execution for virtual signings. It is important to review the Law...
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 all changes taking effect from 17 March 2026. The changes cover deletion and removal of LIBOR references, detailed amendments to IBOR rate definitions and to the Target2 definition, together with revised ERISA representations that incorporate further exemptions from the prohibited transaction rules under ERISA and the US Internal Revenue Code. The refreshed documents are accessible exclusively to LMA members via the LMA’s Documentation Hub. Sub-participation enables a lender to pass its exposure in a loan to another entity. Within the loan market, it functions as an alternative to assignment or novation. For information on loan transfers in a lending...
This Practice Note provides a concise digest of the most recent news from the Loan Market Association ( LMA) on LMA documentation and associated topics. It is reviewed and updated monthly, covering developments from January 2016. For LMA news before that period, reaching back to early 2013, see Practice Note: Loan Market Association ( LMA)—news on documentation [ Archived]. All updates mentioned here were first issued on the LMA website (full access requires a subscription). This Practice Note does not report on French law, German law or Spanish law documentation, nor the African loan documentation relating to South Africa, East Africa and Nigeria. General and announcements ( LMA latest news on documentation) For earlier LMA announcements (from before January 2016 back to early 2013), see: Announcements ( LMA news archive). 16/02/2026: The LMA has released updated standard terms and conditions for Par and...
Real estate finance ( REF) transactions REF deals fall into two categories: investment finance and development finance. The difference depends on whether the property is bought as an investment that already produces income, or acquired with the intention that it will be developed. Investment finance transactions are encountered more frequently than development finance transactions. For a general introduction to investment facilities in real estate finance, see the following Practice Notes: Introduction to real estate finance—the lending structure Real estate finance—investment facilities—key features The Loan Market Association ( LMA) has issued a recommended form of facility agreement for real estate finance investment transactions, accompanied by a user guide. Both are available to LMA members—see the Single Currency Term Facility Agreement for Real Estate Finance Multi-property Investment Transactions ( LMA REF Investment Facility Agreement) and the related user guide on the LMA website. Real estate finance...
This Practice Note considers the LMA’s recommended single-currency term facility agreement for pre-export financings that references term SOFR (the ‘ PXF Document’), provided as a template for documenting pre-export finance transactions. It was published by the Loan Market Association (the ‘ LMA’). It serves as a model document for pre-export finance transactions incorporating term SOFR arrangements. What is pre-export finance ( PXF)? In a standard PXF, a lender advances funds straight to a producer (the ‘ Borrower’) to finance the manufacture of goods for export. The Borrower assigns to the lender its rights arising under export contracts entered into with buyers of those goods. Those buyers are required to pay for the goods directly into a collection account, over which the lender typically takes security. The lender may also take security over the goods before sale, for example by taking a pledge while the goods are...
This Practice Note extends our series of ‘how to’ resources, centring on the drafting and negotiation of a Loan Market Association ( LMA) investment grade term sheet. It sets out when this form of term sheet should be used, contrasts the usual borrower and lender perspectives brought to the process, provides an overview of principal areas and key issues for negotiation, and notes additional practical points to consider carefully when negotiating or drafting the document. For a detailed commentary on the LMA investment grade term sheet, including pro-lender and pro-borrower approaches to particular issues, see Practice Note: Loan Market Association investment grade term sheet—commentary. For more detailed guidance on the use and purpose of term sheets in loan transactions generally, and the kinds of provisions commonly included in them, see the following key related Practice Notes: Term sheets in lending...
Loan Market Association ( LMA) recommended forms—term sheets This Practice Note offers commentary, analysis and practical guidance on the LMA’s published term sheet designed for use with its multicurrency term and revolving facilities agreements, which accommodate compounded rates calculated on a backward-looking basis and forward-looking term rates, together with rate switch provisions (the Term Sheet). The Term Sheet contemplates: a transaction spanning multiple currencies multiple borrowers and lenders facilities advanced to an investment grade credit, together with the customary provisions that apply to such credits use of forward-looking term reference rates for certain currencies (e.g. Euro) use of compounded reference rates for other currencies (e.g. Sterling) inclusion of rate switch provisions to permit the relevant currencies to transition from term rates to compounded rates upon a specified trigger This Practice Note is structured by reference to the provisions in the Term Sheet, but may equally be helpful when drafting or...
This Practice Note brings together archived news from the Loan Market Association ( LMA) on its documentation and related subjects. It spans LMA developments from early 2013 up to January 2016. For updates issued after January 2016, see Practice Note: Loan Market Association ( LMA)—latest news on documentation. Material here is also reflected in the relevant Banking & Finance Practice Notes and, where appropriate, links are provided to related and Lexis®Library content. All LMA updates mentioned were originally posted on the LMA website (subscription needed for full access). This Practice Note does not cover items on French law, German law or Spanish law documentation, nor the African loan documentation relating to South Africa, East Africa and Nigeria. Areas covered include: Investment grade documentation Leveraged documentation Leveraged/ High Yield documentation Real estate finance...
This Practice Note on cryptoassets (a type of digital asset) for dispute resolution lawyers outlines what cryptoassets are and why litigators must understand how they function and where they feature in their cases—namely, the kinds of claims that may arise (currently involving chiefly cryptocurrencies), whether forming the crux of the dispute or appearing within the surrounding factual matrix. See: Cryptoassets for dispute resolution lawyers—overview for recognition of the broader range of digital assets (such as non-fungible tokens ( NFTs) and digital securities) to which comparable issues apply regarding the status of such assets under English law as to the creation, protection and enforcement of rights, particularly given their intangible quality, the novel technologies in which they are created/exist and the largely international (and thus seemingly fluid) character commonly associated with them. Note that this is a developing area of law; see Practice Note:...
In March 2018, Euronext acquired the Irish Stock Exchange plc. Folded into Euronext’s federal structure, the Irish Stock Exchange plc now trades as Euronext Dublin, with Ireland recognised as one of Euronext’s six core countries. Euronext is the foremost pan- European marketplace in the Eurozone, with a footprint that includes Belgium, France, Ireland, The Netherlands, Portugal, Italy, Norway, Greece and the UK. Its mission is to energise pan- European capital markets to fund the real economy. It links buyers and sellers through venues that are transparent, efficient and dependable. These platforms operate with clarity, speed and a high degree of trust. Thanks to its specialist debt securities listing framework and pragmatic stance, Euronext Dublin has emerged as a leading exchange for the listing of debt securities. This Practice Note covers: the principal motivations for listing debt securities the make-up of Euronext Dublin and the...
This Practice Note This Practice Note examines the typical activities of limited partnerships ( LPs) in finance transactions and outlines how to verify an LP’s capacity and authority under English law. Where two or more individuals carry on a business with the intention of making a profit, a partnership may arise. Partnerships are frequently used for small enterprises or professional practices. English law recognises two forms—general partnerships and LPs—each governed by specific legislation: General partnerships are subject to the Partnership Act 1890 ( PA 1890) — see Practice Note: The nature of a general partnership and its legal framework Limited partnerships are subject to the Limited Partnerships Act 1907 ( LPA 1907) — see Practice Note: The nature of a limited partnership and its legal framework For an LP to exist, there must first be a partnership with at least one general partner and one...
A light touch administration A light touch administration describes an administration in which directors retain limited authority to run the company while the administrators take a restrained, supervisory approach. Directors continue to assume certain managerial responsibilities, carrying out the administrators’ directions and, within defined limits, making some management decisions themselves under restriction. Under paragraph 64(1) of Schedule B1 to the Insolvency Act 1986 ( IA 1986), directors must not exercise management powers without the administrator’s consent. In a light touch arrangement, the administrator gives general or specific consent for the existing directors to keep managing the company under their oversight, and creditor approval is not required. Administrators can appoint and remove directors ( IA 1986, Sch B1, para 61). This approach is generally suited to circumstances where the administrators consider the company can be rescued as a going concern, reflecting the objective in IA 1986, Sch B1, para...
ARCHIVED : This Practice Note has been archived and is not maintained . This Practice Note offers: context on moving away from the London Interbank Offered Rate ( LIBOR) and other Interbank Offered Rates ( IBORs) towards risk-free rates ( RFRs) (so called as they indicate minimal credit risk—see glossary definition below) clarification of key terminology relating to the shift to RFRs a table identifying the RFR chosen for each LIBOR currency and the priorities of the relevant Working Group an outline of LIBOR contractual fallbacks details of issues particular to the loan market arising from the transition to RFRs details of issues particular to the derivatives market arising from the transition to RFRs details of issues particular to the debt capital markets arising from the transition to RFRs an update on the current position of EURO...
Stop press: LIBOR, including synthetic LIBOR, stopped being published after 30 September 2024. Please be aware that this Practice Note is no longer maintained. ARCHIVED: This Practice Note has been archived and is not updated. This Practice Note sets out targeted information on legislative measures proposed in the US, UK and EU to deal with tough legacy contracts arising from the discontinuation of the London Interbank Offered Rate ( LIBOR). It: clarifies the meaning of ‘tough legacy contracts’ and why they pose difficulties outlines the legislative measures proposed in the UK, US and EU and the present state of that legislation assesses the extent to which those measures could resolve the tough legacy problem, with a specific emphasis on the UK, and contains a table contrasting principal features of the legislative...
What does this Practice Note cover? This Practice Note sets out an overview of liability management techniques for bonds—covering bond buybacks, tender offers, exchange offers and consent solicitation—placing particular emphasis on the process, the documentation to be prepared, and the principal legal and regulatory considerations that arise in delivering such transactions. The Note is directed mainly at investment‑grade bonds issued in the UK and European markets. For further information on liability management exercises, including liability management transactions involving loans/credit agreements, see Practice Note: FAQs on Liability Management Exercises. What is liability management in relation to bonds? Liability management describes a range of techniques used by issuers to actively manage or restructure their outstanding bond liabilities. Typical liability management transactions comprise: bond buyback tender offer exchange offer consent solicitation A liability management transaction can also be structured as a combination of these techniques......
Banking & Finance resources These core Banking & Finance resources are available within Lexis+® UK and are referenced across the Banking & Finance materials, delivering practical commentary, legislation, rules and guidance for banking and finance lawyers in private practice or in-house. Access to the titles below requires the appropriate Lexis+® UK subscription(s). Butterworths Company Law Handbook Summary: A definitive company law reference, compiling the key texts of major statutes, statutory instruments and European measures. Who should use this resource? Best suited to practitioners examining legislation on partnerships, limited liability partnerships and insolvency. Encyclopaedia of Banking Law Summary: An authoritative, comprehensive analysis of modern English law governing domestic and international banking. Who should use this resource? For lawyers needing coverage across banking and finance issues, including taking security ( Division E); international banking operations, including trade finance, negotiable instruments and letters of credit (...
Term sheets in leveraged finance transactions Leveraged finance term sheets are typically heavily negotiated and capture much of the detail that will later appear in the full suite of finance documents. In this way, they contrast with term sheets for general purpose lending, which are usually more concise. When appended to a signed mandate letter and shown to a seller, such term sheets are treated as evidence of a buyer’s capacity to progress with the acquisition. For wider guidance on term sheets, including when they might have binding effect, see Practice Note: Term sheets in lending transactions. On their own, term sheets are not generally regarded as ‘fundable’. Put differently, additional documentation is required before any drawing can occur. This may involve the complete documentation package or an Interim loan agreement. This Practice Note provides an introductory overview of term sheets in leveraged finance deals and...
What are incremental facilities? An incremental facility is a provision in a credit agreement that, once certain pre-agreed conditions are met, gives a borrower the latitude to take on further, or enlarged, debt commitments. Those additional commitments will usually and ordinarily enjoy guarantees and security on the same footing as the existing facilities. Such arrangements are commonly nicknamed “accordion” facilities because the overall commitments under the credit agreement expand when incremental debt is raised. Typical deal structure—where/when are they used Flexibility for incremental debt is a familiar element of sponsor-backed transactions in both the large-cap and mid-cap space. The Loan Market Association’s leveraged finance form of loan agreement (the LMA Credit Document) now provides optional drafting to include this feature within the form. In mid-cap deals, the expectation is generally confined to pari passu ranking senior term incremental facilities, which also sit alongside the...
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This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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