Legal Practice Notes

Certificate of title A certificate of title (sometimes referred to as a certificate on title) is a distinct form of report on title. When solicitors are engaged to examine the title to land—for example, where land is being acquired or offered as security—they prepare a report on title for their client, setting out the results of that investigation. Details of rights benefiting the land Any charges, easements, or other third-party interests or potential interests that burden the land The process of investigating title is also known as legal due diligence. See Real estate in corporate transactions—overview for further information. Sometimes, a client will instruct its solicitors to produce a report on title for someone other than the client, for instance a mortgage lender or a purchaser of shares in a company owning the land, or in relation to a company flotation or a tender...

One important way to classify loans is by how many lenders are involved. A facility with a single lender is a ‘bilateral loan’. Where more than one lender participates, it may be a ‘syndicated loan’ or a ‘club loan’. Multiple lenders can also participate indirectly through sub-participation. This Practice Note sets out the key features of bilateral loans, syndicated loans and club loans. Bilateral loans A bilateral loan involves just one lender. There may be a sole borrower or several obligors, that is, the borrower plus other group companies acting as guarantors and/or providing security. Such loans are commonly used for relatively small amounts and for simpler financing needs, for example a straightforward overdraft or a term loan. If a borrower seeks a larger sum, a single lender may be unable or unwilling to advance the full amount. In that situation, a...

This Practice Note examines the court’s approach where there is a dispute over which party’s terms and conditions govern their agreement in a ‘battle of the forms’, a scenario most often encountered in negotiations between commercial suppliers and buyers of goods, each seeking to conclude a contract on its own standard terms and conditions. When does a ‘battle of the forms’ scenario arise? Such a ‘battle’ arises when two parties embark on negotiations intending to enter a contract, yet each attempts to finalise it on their own standard terms and conditions. In that case, it is necessary to determine: whether a binding contract has been made between the parties and, if so, which party’s terms and conditions, if any, have been incorporated into the contract This situation often occurs in dealings between commercial suppliers and buyers of goods who each wish to conclude on their own...

The Land Charges Act 1972 ( LCA 1972) requires HM Land Registry to keep distinct public records, namely: a register of land charges a register of pending land actions and pending bankruptcy actions a register of writs and orders affecting land, and of writs and orders in bankruptcy These sit entirely apart from the substantive title register and are administered by the Land Charges Department of HM Land Registry at its Plymouth office. This Practice Note explains when to carry out a bankruptcy search in those registers in relation to an individual or individuals. It does not cover enquiries aimed at assessing a company’s solvency; see the separate Practice Notes: Pre-contract searches, Pre-completion searches, and Quick guide to property insolvency. For guidance on land charges and the land charges register, refer to Practice Note: Land charges under the Land Charges Act...

The core of aviation finance is a lender advancing funds to a borrower to finance, or refinance, the purchase of an aircraft. If the borrower defaults under the loan, the contractual documents and transaction structure are designed to give the lender prioritised access to the aircraft, or its sale proceeds, to recover outstanding sums... This is a classic asset finance model (see Practice Note: Introductory guide to asset finance): the lender accepts the borrower’s credit risk, supported by security over the aircraft. Yet aviation finance has evolved distinct legal and structural features that differentiate it from other financing techniques... Specificities of aviation finance These can be summarised as follows... Future value Aircraft are generally regarded as retaining future value better than many other asset classes. While much turns on the specific aircraft type and the engines fitted, lenders can usually forecast an aircraft’s likely market value over the life of the...

Acquisition finance transactions In an acquisition finance transaction, beyond the debt—whether constituted by loans or bonds—needed to finance the deal, the borrower group will commonly require additional banking facilities. These might include, for example, an overdraft, a stand-by letter of credit facility or a foreign exchange facility, and can frequently all be delivered under the umbrella of a revolving credit facility ( RCF) in the senior facilities agreement ( SFA). The RCF will usually be capable of being drawn in three distinct ways: in cash (by way of revolving loans) as syndicated, non-cash facilities, eg letters of credit—these will be identified in the documentation; and in the form of bilateral lines known as ancillary facilities Unlike a revolving credit facility drawn in cash, ancillary facilities are not typically of a kind that lends itself to division amongst several lenders, so the...

Conditions precedent typically requested by senior lenders The table below sets out the usual conditions precedent sought by senior lenders in an acquisition finance deal, indicating who drafts/provides each item and any other pertinent points There is typically a substantial suite of conditions precedent papers, including: corporate authorisations acquisition documents equity investment papers finance papers (including facility agreements and security documents) legal opinions due diligence reports and other material documents on the structure and flow of funds These conditions precedent appear in a schedule to the facilities agreement. Some must be delivered before signing and others before first utilisation (see Practice Note: Conditions precedent on acquisition finance transactions—general considerations) Consider what additional conditions precedent are suitable for the particular deal, having regard to due diligence findings, any specific legal issues and the transaction’s structure. Lists in precedent or standard form...

STOP PRESS: On 17 June 2025, the European Commission unveiled its long‑anticipated review of the EU Securitisation Framework, alongside a wide‑ranging legislative proposal to amend the EU Securitisation Regulation ( Regulation ( EU) 2017/2402), the EU Capital Requirements Regulation ( Regulation ( EU) No 575/2013), the EU Solvency II Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/35) and the EU Liquidity Coverage Requirement Delegated Regulation ( Commission Delegated Regulation ( EU) 2015/61). Changes to the EU Securitisation Regulation span, among other points, risk retention, disclosure, STS on‑balance sheet securitisations and the definitions of public and private securitisation. Revisions to the Capital Requirements Regulation concern, among other matters, risk‑sensitive capital requirements, resilient securitisation positions and significant risk transfer tests. Further consultations and amendments are expected as the EU legislative process...

What does this Practice Note cover? This Practice Note addresses the due diligence process for an unregistered offering of debt securities carried out pursuant to Rule 144A and/or Regulation S under the Securities Act of 1933. The offering materials, due diligence, legal opinions and comfort letters for Rule 144A/ Regulation S debt offerings typically mirror many aspects of those used in registered offerings. This Practice Note centres on the due diligence undertaken by the initial purchasers and their legal advisers. Why conduct due diligence? Due diligence is a pivotal element in an initial purchaser’s decision to proceed with an offering. The process allows the initial purchaser to assess the pertinent legal, commercial and reputational risks associated with the offering and its documentation. Practitioners generally consider that Rule 144A and Regulation S offerings do not expose the issuer and the initial purchasers to the liability...

What is a debenture and when do you use one? Debentures feature widely in financing where the intention is to secure claims over the entirety of a company’s assets. They operate as an overarching instrument, bundling multiple forms of security across a wide spectrum of asset classes. What is a debenture? Within secured lending, a debenture is a security agreement granting interests over a broad array of the chargor’s assets as collateral, supporting either the chargor’s own liabilities or those of a third party. The term can also describe a document that creates or acknowledges indebtedness. This Practice Note examines debentures as security in the secured lending context. In particular, it addresses: the requisite formalities for a debenture the applicable legal principles the typical fixed security included in a debenture the floating security provided under a debenture how the security is...

What is a ROCTMA? In the UK, Renewables Obligation Certificates ( ROCs) are traded bilaterally, and there is no mandatory template for such transactions. Nevertheless, the ROC Trading Master Agreement ( ROCTMA) has become the recognised standard form for documenting bilateral ROC sale and purchase arrangements, and is widely used by renewable electricity generators, electricity suppliers and ROC traders. A copy of the ROCTMA, published in March 2005 by the Futures and Options Association (now known as the FIA, which originally stood for Futures Industry Association), is available to the public on the FIA website under Renewables Obligation Certificate Trading Master Agreement. Although the Renewables Obligation has closed to new projects, ROCs will continue to be issued until a fixed price certificate ( FPC) scheme is introduced, which is anticipated to launch on 1 April 2027 (see government consultation: Transition from the Renewables...

This Practice Note sets side by side and contrasts the attributes of the two most widely and frequently used deal structures for acquiring a UK public limited company (or any company subject to the City Code on Takeovers and Mergers ( Code), referred to as the Code), namely takeover offers and schemes of arrangement, and explores the principal distinctions between them. This Practice Note also contains a summary table: Key advantages and disadvantages of offers and schemes; for a fuller discussion of the pros and cons, from an offeror’s viewpoint, of completing a takeover via a scheme of arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages. Offers and schemes There are two core routes to carry out a takeover of a UK public company: by means of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 ( CA 2006) by...

The framework for execution of documents under Scots law is set out in the Requirements of Writing ( Scotland) Act 1995 ( RW( S) A 1995) and the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 ( LW( CD)( S) A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law. Contracts or obligations that must be in writing In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule: contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies) the creation, transfer, variation or termination of a real right in land an agreement between...

This Practice Note examines releasing a guarantor by mutual agreement between the parties, but stresses that there are several other situations in which the liability of a guarantor of one or more borrowers’ obligations under a loan facility (the ‘guaranteed obligations’) will come to an end. For instance, the guarantee may cease because: the borrower has satisfied the guaranteed obligations and the guarantee is discharged, or the guarantor has paid under the guarantee—for more information, see Practice Note: Discharging guarantees by repayment or performance and clawback considerations the guarantor has served notice revoking the guarantee—for more information, see Practice Note: Voluntary revocation of guarantees by the guarantor giving notice to the lender circumstances arise that discharge, extinguish or reduce the guarantor’s liability under the guarantee—for more information, see Practice Note: Guarantor protections and how to exclude them in...

This Practice Note outlines: the various forms of share security the principal enforcement options available to security holders practical factors for security holders when choosing appropriate enforcement mechanics further considerations for security holders depending on the context Forms of share security There are three primary categories of security that can be created over shares: (a) a charge, (b) a legal mortgage and (c) an equitable mortgage, each considered below. Historically, a pledge over shares was also possible. A pledge involves delivering possession of an asset as security for the repayment of a monetary debt. This was feasible where bearer shares existed. However, from 26 May 2015, under section 779 of the Companies Act 2006, companies have been prohibited from issuing bearer shares. Holders of bearer shares were granted until 26 February 2016 to surrender them and convert into registered shares (for further...

Electronic signatures This Practice Note sets out the legal position on electronic signatures—also called digital signatures, e‑signatures, E‑ Signatures, e Signatures, paperless signing or electronic document signing. It explains the categories of electronic signature and the technology used to generate digital signatures, including public key infrastructure ( PKI). It reviews key UK legislation such as the Electronic Communications Act 2000 ( ECA 2000) and the UK e IDAS Regulation, and outlines best practice for executing documents by electronic means. An electronic signature functions as the digital counterpart to a handwritten signature, connecting an individual with the contents of an electronic document. The Note focuses on the general law in England and Wales for commercial contracts in a business‑to‑business context. Readers should be aware that particular transactions may present distinct issues, for example due to laws applicable to consumers. For practical guidance on signing when one or more...

This Practice Note reviews the principal considerations around enforcing guarantees in a financing transaction, namely where a lender (most often a bank) has extended a loan to a corporate borrower that is supported by a guarantee from another group company of the borrower (eg the borrower’s parent company or one of its subsidiaries). It addresses the following questions: what claim does a lender have against a guarantor? by what means can a lender enforce a guarantee? how is enforcement approached where there are multiple guarantors? are there particular points to consider in syndicated transactions? are there any distinct considerations for guarantees given by individuals? The law regulating guarantees is complex and at times inconsistent; accordingly, this Practice Note is intended as a springboard for more detailed analysis. What is the nature of claim that a lender has against a...

This Practice Note explores the role, function and significance of defined terms within an agreement context. It outlines those definitions most frequently found in documents relating to transactions, and considers the method that ought properly to be adopted when reviewing or preparing a contract that uses defined terminology. For wider guidance on boilerplate clauses generally, see Practice Note: The role of boilerplate. For general guidance on construing contracts, see Practice Note: Contract interpretation—rules of contract interpretation. The definitions and interpretation clause A common boilerplate provision is the definitions and interpretation clause, often treated as a standard component. It should gather every individual defined term contained in the agreement together with all provisions that govern the overall interpretation of the agreement and, where required, the meaning of particular expressions used in it as well. Typically, the defined terms and the...

What is securities lending? A securities lending arrangement typically sees the lender transferring a security outright to a borrower, while the borrower concurrently delivers collateral to the lender by way of an outright transfer. At the same moment, they agree that, on a future date, the borrower will return equivalent securities and the lender will return the collateral... In 2018, the International Securities Lending Association ( ISLA) issued documentation allowing parties to provide collateral under a security interest rather than via title transfer. This Practice Note focuses on transactions supported by title transfer collateral and, below, summarises the security interest approach together with the key differences from title transfer collateral... Any asset capable of being transferred between parties can be used in a securities lending transaction. The assets most frequently involved are equity securities (shares) and debt securities (bonds), although comparable...

This Practice Note outlines the journey of a standard real estate finance ( REF) deal, beginning with the term sheet and culminating in execution of the finance documents, addressing conditions precedent and, if a default occurs, enforcement of the lender’s security. At each step, this Practice Note signposts further Practice Notes and Precedents that explore every topic in greater depth. A helpful overview of a typical bilateral finance deal appears in the Loan transaction collection. For targeted guidance on the key issues to weigh up when entering into a real estate finance transaction, see: Real estate finance—checklist. Types of REF transactions Lending against the income stream a property produces is the most prevalent form of real estate finance. In its most straightforward guise, it is a loan to a borrower that is serviced and repaid from the rental income of the borrower’s property. For more...