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Admitting a new member to a limited liability partnership—checklist This checklist sets out the key issues to consider when a new member joins a limited liability partnership (LLP). It considers the relevant legal, regulatory and practical issues. Identity of new member What is the name and address of the new member? A member cannot be an undischarged bankrupt or person disqualified from being either a member of a LLP or a company director. Is the new member subject to any restrictions under any existing agreements or covenants (eg employment, LLP, joint venture, finance documents) that may impact upon their ability to join or commit to the LLP? LLP agreement and other documentation How does the existing LLP agreement provide for the admission of new members? Will there be a deed of adherence/accession? Will any changes be required to the terms of the existing LLP agreement? Are there any other agreements that will need altering, eg leases and IP licences? Admission details What will be the date of admission of the...
Retiring from a general partnership—checklist Identity of retiring partner What is the name and address of the retiring partner? Business details Will the business of the partnership remain the same after retirement of the retiring partner? Will the name of the partnership change after retirement of the retiring partner? Will the premises of the business change? If the partnership is registered for VAT, who will inform HMRC of a change of partners for VAT purposes? If the partnership is registered for PAYE and employer’s NICs, who will inform HMRC of a change of partners for these purposes? Will the new partner be required to register for employee’s NICs? Partnership agreement and other documentation How does the partnership agreement provide for the retirement of a partner? Are defined terms set out in the partnership agreement consistent with those in the proposed retirement deed? What restrictions are in place over the retiring partner post-retirement? Are the restrictions reasonable? Should they be added to? Will the retiring partner be required to give assistance...
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Green loans This Practice Note provides information on green loans and key issues to consider when drafting a green loan agreement. It focuses on the Green Loan Principles (GLP) published by the Loan Market Association (LMA), the Asia Pacific Loan Market Association (APLMA) and the Loan Syndications and Trading Association (LSTA). The Practice Note: • explains what is meant by a green loan • provides an introduction to the GLP and the related guidance (GLP guidance) • explains what the four components are of a green loan, as set out in the GLP, and summarises its guidance on these four components • summarises guidance contained in the GLP and GLP guidance around what can constitute a green loan, reviews and greenwashing, and • provides information on finding precedent wording, including information on the Loan Market Association draft provisions, and drafting tips What is meant by a green loan? Green loans are described in the GLP as: ‘…Green loans are any type of loan instruments and/or contingent facilities...
Structural considerations for Part 26A restructuring plans Statutory provisions on jurisdiction and sufficient connection/discretion At the convening hearing, before an English court will consider a Part 26A restructuring plan (RP), it will ascertain whether it has jurisdiction to do so. Part 26A of the Companies Act 2006 (CA 2006) applies to companies liable to be wound up under the Insolvency Act 1986 (IA 1986) (see CA 2006, s 901A(4)(b) and Re Virgin Atlantic applying DAP Holding NV and Re PizzaExpress). ‘Companies liable to be wound up under IA 1986’ is a similar definition to that used for schemes of arrangement, and for both schemes and RPs includes unregistered companies and foreign companies. Additionally where foreign companies are involved and when considering its discretion to sanction an RP, a court will only exercise jurisdiction over a foreign company if it has a sufficient connection with this jurisdiction (see scheme case,  Re Drax Holdings as applied to RPs by Snowden LJ in Re Smile Telecoms Holdings). Note this...
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Letter to lenders governing appointment of creditors’ committee To: The persons listed in Schedule 1 to this letter [insert names of Lenders] From: [insert name of solicitors for the Creditors' Committee or the name of the Chair] Date: [insert date] Appointment of Creditors' Committee We refer to the discussions at the meeting of creditors convened by [insert name of debtor company] (the Company) to discuss the proposed restructuring. 1 Definitions and interpretation 1.1 Definitions In this letter, unless otherwise provided: Business Day • means a day other than Saturday, Sunday and public holidays when clearing banks generally are open for business in London; Chair • means the Lender appointed to chair the Creditors' Committee under the Creditor's Committee Agreement; Commitment • means (a) any undrawn amount which a Lender has committed to make available to the Company (but excluding any undrawn uncommitted amounts); (b) the principal amount of a Lender's participation in any utilisation by the Company, in each case under the Finance Documents; Committee...
Amendment agreement (agreement format): for a bilateral facility agreement with or without security or a guarantee This Agreement is made on [insert date] Parties 1 [insert name of Borrower], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Borrower); [and] 2 [[insert name of Guarantor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Guarantor); and 3 [insert name of Security Provider], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Security Provider); and] 4 [insert name of Lender] of [insert address] (the Lender). Background (A) The Lender made available a loan facility to the Borrower on the terms and conditions set out in the Facility Agreement (as defined below). (B) The Lender and the Borrower now wish to amend the Facility Agreement upon the terms and...
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I've just noticed that an executed document has the wrong date on it. What should I do? The first thing you need to do is insert the correct date in the document which has been incorrectly dated. It is important that the date on the document accurately reflects the date on which the parties to it intended to be bound by its terms. Normally, this is the date when the parties: • signed the document (if it is a simple agreement as opposed to a deed), or • delivered the document (if it is a deed) In the absence of any provision to the contrary in the document, it will be presumed that the date on a document is the date the document took effect. If the date is wrong, there could be confusion about when the document took effect. How should a document be dated? It depends whether the document in question is a simple agreement or a deed. In the case of a simple agreement, the document should...
Does a borrower have a right to prepay a loan and can you restrict the ability of the borrower to voluntarily prepay? This point is addressed in Commentary: Prepayments and cancellation: Encyclopedia of Banking Law [1728]. This states: ‘If there is no express right of prepayment, the borrower may not be entitled to prepay. It was held in Hooper v Western Counties and South Wales Telephone Co Ltd (1892) 68 LT 78 that debentures are not redeemable before the stated fixed date unless otherwise provided. An Australian court has delivered the same opinion in relation to a loan: Hyde Management Services (Pty) Ltd v FAI Insurances (1983) 144 CLR 541. But contrast Lancashire Waggon Co Ltd v Nuttall (1879) 40 LT 291, 42 LT 465, CA where it was held that a buyer under a hire-purchase agreement could prepay, and hence acquire title, by paying all amounts that would have fallen due until maturity.’ It is common practice for lenders to restrict prepayment of...
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Arbitration analysis: Throughout the course of an international commodity transaction there are many legal issues and potential disputes that can arise as the commodity crosses multiple jurisdictional boundaries and goes through many hands in the journey from producer to end user. Given the international nature of commodity markets, it is usual for the contracts involved to incorporate arbitration clauses. This analysis considers the types of disputes arising from the sale of commodities, the disruption to the LNG market brought about by the Russian war, and coverage of prospective types of disputes in the new metals market. Analysis written by Amanda Lees, partner at King & Wood Mallesons.
Law360, Expert analysis: The coronavirus (COVID-19) crisis and measures put in place by governments to halt the spread of the pandemic have led to huge disruption to business activity. Companies continue to adjust to these challenges and ‎are ‎adapting to protect their business, employees, shareholders and other ‎stakeholders. This will inevitably lead to virus-related litigation. ‎Tracey Dovaston and Fiona Huntriss, partners at Boies Schiller Flexner LLP, discuss the post-pandemic litigation to be expected.
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