Guaranties

This note considers the rules under the Companies Act 2006, from 1 October 2009, that prohibit a public company from giving financial assistance for the purpose of the acquisition of its shares or those of a parent company, and a private company from giving financial assistance for the purpose of the acquisition of shares of a public parent company. For details of the pre-1 October 2009 position under the Companies Act 1985, see Practice note, Financial assistance: pre-1 October 2009. 

This Note provides an overview of the key US federal income tax issues for lawyers drafting guaranties and highlights some tax planning opportunities.

Discussion on the purpose and structure of legal opinions in finance transactions between corporate borrowers and financial institutions. This Note explains the duties on counsel and considers the various opinions that may be provided by counsel in a finance transaction.

A summary of the UK rules prohibiting certain UK companies from giving financial assistance (such as making a loan or providing collateral or guarantees) for the purpose of the acquisition of their shares or those of a UK parent company.

This is a standard form of payoff letter. A payoff letter is typically requested by a borrower from its lender in connection with the repayment of the borrower's outstanding loans to the lender under a loan agreement and termination of the loan agreement and related security and guaranties. This standard document has integrated notes with important explanations and drafting and negotiating tips.

This is a standard form of Personal Guaranty (also guarantee) made by an individual related to a borrower in connection with a syndicated loan. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

This standard form of resolutions authorizes multiple related subsidary guarantors that are limited liability companies to enter into a guarantee of their parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

This standard form of resolutions authorizes multiple related subsidary guarantors that are corporations to enter into a guarantee of their parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

This standard form of resolutions authorizes a subsidary to enter into a guarantee of its parent company's loan transaction. This Standard Document has integrated notes with important explanations and drafting tips.

A Q&A guide to lending and taking security in Belgium. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Vietnam. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in the Russian Federation. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

This table summarises the common forms of security and required formalities for security granted over real estate. This table is part of the PLC multi-jurisdictional guide to finance law. For a full list of jurisdictional Q&As visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Austria. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Guernsey. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to lending and taking security in Jersey. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security and guarantees. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Lending and taking security in country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Spain. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to Finance in India. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

Commercial letters of credit, the most frequent method of payment for goods in international trade transactions, have frequently been described as the lifeblood of international commerce. However, it can be argued that another, related method of payment is of equal importance, namely the independent or "on-demand" payment undertaking. This form of payment encompasses standby letters of credit, independent or on-demand bank guarantees and performance bonds. This chapter considers the basic features of letters of credit (also known as documentary credits), how commercial letters of credit work and how they are used in international trade, how standby letters of credit work and considers international standby practice, the basic principles of performance bonds and bank/on-demand guarantees, and outlines their use in international trade, their effectiveness and the establishment of uniform rules in this area. From an English law perspective, other negotiable instruments that are used in trade finance to effect payment, in particular, bills of exchange, promissory notes, forfaiting and advance payment bonds and guarantees. It also considers the use of these instruments in international trade. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Brazil. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in France. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Indonesia. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

A Q&A guide to finance in Panama. The Q&A gives a high level overview of the lending market, forms of security over assets, special purpose vehicles in secured lending, quasi-security, negative pledge clauses, guarantees, and loan agreements. It covers creation and registration requirements for security interests; problem assets over which security is difficult to grant; risk areas for lenders; structuring the priority of debt; debt trading and transfer mechanisms; agent and trust concepts; enforcement of security interests and borrower insolvency; cross-border issues on loans; taxes; and proposals for reform. To compare answers across multiple jurisdictions, visit the Finance Country Q&A tool. This article is part of the PLC multi-jurisdictional guide to finance. For a full list of contents visit www.practicallaw.com/finance-mjg.

The Dodd-Frank rule requiring all swap guarantors to be eligible contract participants (ECPs) under the Commodity Exchange Act (CEA) is scheduled to become effective on March 31, 2013. This has implications for loan guarantees and other loan documents that may require immediate attention.

An update on In re TOUSA, in which the US District Court for the Southern District of Florida affirmed the decision of the US Bankruptcy Court for the Southern District of Florida, holding that the lenders' liens on collateral granted under an existing revovling creadit agreement were not subject to fraudulent conveyance attack under section 548 of the Bankruptcy Code, even though the agreement was amended and the revolver was drawn on after the borrower and certain of its subsidiaries were allegedly insolvent.

An update on the recent case in the Supreme Court of the State of New York, New York County, which discusses the interpretation of choice of law provisions with respect to foreign guarantors under New York General Obligations Law.