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Checklist for reviewing a foreign law legal opinion

Checklist for reviewing a foreign law legal opinion When and why is a foreign law legal opinion needed? A lender will require a foreign law legal opinion from lawyers in each relevant jurisdiction in the context of a cross-border loan transaction. For example, in the scenario where a transaction has a facility agreement and other finance documents governed by the laws of England and Wales, a borrower or other obligor incorporated in the British Virgin Islands (BVI) and certain security assets situated in Jersey, a lender will require a legal opinion from lawyers in each of England and Wales, the BVI and Jersey. The main purposes of a legal opinion (whether foreign law or otherwise) are: • to confirm to the recipient of the legal consequences and effect of a document, transaction, or course of conduct (as relevant) • to satisfy the recipient that a lawyer has examined specified legal aspects of a transaction, and/or • to state conclusions of law as to the ability of a party to enter...

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Green loans

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

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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Director’s certificate for a bilateral loan: borrower

Director’s certificate for a bilateral loan: borrower [insert date] To: [insert full name and address of lender] Dear [insert full name of lender] I am a director of [insert full name of borrower] (the Borrower). I refer to the facility agreement dated [insert date of facility agreement] between the Borrower and [insert name of lender] (the Lender) as amended, novated, supplemented, restated or replaced from time to time in accordance with its terms (the Facility Agreement). Unless defined otherwise in this certificate, or the context requires otherwise, all words or expressions defined in the Facility Agreement have the same meaning in this certificate. I am authorised by the Borrower to give this certificate. I certify as follows: Relevant documents Attached to this certificate are copies of each of the following: 1 [the constitutional documents of the Borrower; 2 [the PSC Register of the Borrower, which is correct, complete and not amended or superseded as at a date no earlier than the date of the Facility...

Amendment agreement (agreement format): for a bilateral facility agreement with or without security or a guarantee

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...