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In the UK this is a bond secured by a prior claim on the assets of the issuer or, in some circumstances, by specific assets of the issuer. A debenture holder is entitled to appoint a receiver if necessary.
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Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...
The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived] NOTE: This archived timetable summarises the typical timetable for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297 before the regulations were revoked at the end of the Brexit implementation period. Background The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (Cross-Border Mergers Regulations). As well as a framework for mergers, the Cross-Border Merger Regulations govern employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) will apply in the normal way to the extent that at least one of the companies involved in the merger is covered by the scope of the Code. The Takeover Panel (Panel) has published a practice statement providing guidance on the application of the Code to...
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Debentures are used in many types of financing where it is desirable to take security over all of the assets of a particular entity. They are a form of umbrella document, incorporating many types of security over a broad range of assets.What is a debenture and when do you use one?What is a debenture?In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party.The term 'debenture' can also refer to a document that either creates or acknowledges a debt.This Practice Note deals with debentures as a form of security in the context of secured lending. In particular, it considers:•the formalities required for a debenture•the legal principles to be considered•the fixed security normally secured in a debenture•the floating security under a debenture•perfecting the security, and•enforcing debentures and floating chargesWhen do you use one?Debentures are used where the lender...
What is a debenture?In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party.Debentures typically include:•fixed security over specific assets, ie:◦mortgages (including assignments by way of security)◦fixed charges, and•a floating charge over all of the other assets of the security provider (ie all the assets that are not covered by the fixed security)For more information on debentures and their formalities, see Practice Note: Key features of debentures.In the event that a company cannot meet its obligations under a loan agreement or other financial arrangement, lenders will need to consider the options available to them to recoup their losses. One option is to enforce their security.Subject to the security having been duly registered at Companies House and at any relevant specialist registry, a secured lender can enforce its security in a number of ways depending upon the nature...
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Records retention schedule 1 Introduction 1.1 This Record retention schedule accompanies and is incorporated into [insert organisation’s name]’s Records management policy. It sets out the time periods that different types of Business Records (as defined in the Records management policy) must be retained for business and legal purposes. [You do need not read the entire retention schedule, but rather should focus on the types of records relevant to your role.] 1.2 The retention periods in the schedule are based on business needs and legal requirements, including our obligation under data protection law not to keep personal data for longer than is necessary. Once a retention period has expired the data or record should be reviewed and destroyed if it is no longer needed. 1.3 If you maintain any types of records that are not listed in this schedule, and it is not clear from the existing record types in this schedule what retention period should apply, please contact [insert who, eg the Data Protection Officer]...
Special administration—witness statement in support of application for special administration Applicant [NAME OF WITNESS] First Witness Statement Date: [] Exhibit [XX1] Court Reference No: [INSERT COURT REF. NUMBER] [ IN THE HIGH COURT OF JUSTICE] BUSINESS AND PROPERTY COURTS [OF ENGLAND AND WALES] [IN [INSERT LOCATION]] [COMPANY & INSOLVENCY LIST (ChD)] OR [IN THE COUNTY COURT AT [INSERT LOCATION]] [BUSINESS AND PROPERTY COURTS LIST] OR [IN THE HIGH COURT OF JUSTICE] [CHANCERY DIVISION] OR IN THE MATTER OF [INVESTMENT BANK NAME] AND IN THE MATTER OF THE INVESTMENT BANK SPECIAL ADMINISTRATION REGULATIONS 2011 AND IN THE MATTER OF THE INSOLVENCY ACT 1986 _________________________________________ WITNESS STATEMENT OF [WITNESS NAME] ___________________________________________ I, [witness name], director [and chairperson] of [investment bank name] of [investment bank address] WILL SAY AS FOLLOWS: 1 I am [a director and] [the chairperson] of [investment bank address] with company number [company number] (the Company). The Company is a wholly-owned subsidiary of [insert details], a company incorporated in [location]. It is in...
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Company A has the benefit of a debenture from company B. B intends to enter a creditors voluntary liquidation which is an event of default under the debenture. B has not missed a payment due to A and there is no accelerated payment clause. Can A appoint an administrator/receiver to B, and does the security cover the full debt or only the outstanding amount? Enforcement—general Generally, a creditor’s rights of enforcement will be expressly provided for in the debenture itself (together with the instrument creating or evidencing the secured liabilities) and therefore, how and when a creditor can enforce its security will usually be a matter of construction of those documents. Implied powers of enforcement are rarely relied upon and usually only help where the secured liability has become payable (see Commentary: Part 2: When can the creditor exercise his powers?: Taking Security [9.27]). See Practice Note: Enforcement—debentures and floating charges. Appointment of administrators For information on appointment of administrators, see Practice Notes: • Out-of-court administrator appointments—who...
What statutory registers are LLPs required to maintain? The Companies Act 2006 (CA 2006) as applied to limited liability partnerships (LLPs) by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) requires LLPs to keep the following statutory registers: • a register of members • a register of members' residential addresses • a register of people with significant control (PSC register) The register of members and the PSC register must be kept available for inspection: • at the LLP’s registered office, or • at a single alternative location (SAIL), which must be in the same part of the United Kingdom (England and Wales, Scotland and Northern Ireland) as the registered office of the LLP The register of members must
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Arbitration analysis: In recognition of the relative rarity of applications under section 32 of the Arbitration Act 1996 (AA 1996), Mrs Justice Cockerill in the Commercial Court elected to hand down a written judgment in respect of an application for declarations confirming the jurisdiction of a sole arbitrator and the validity of his appointment. AA 1996, s 32 grants the court power to determine jurisdictional issues in two narrowly defined scenarios. It is intended to be an exceptional remedy and the courts have, in general, treated it as such. This was further demonstrated by the decision in this case where the court dismissed the claimant’s application, concluding that it would be inappropriate for it to exercise its AA 1996, s 32 powers in circumstances where a determination on jurisdiction could prejudice the rights of an alleged party who has not participated in the proceedings under AA 1996, s 72. Written by Alistair Calvert and Laura Young of Bracewell (UK) LLP.
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