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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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The pari passu principle and collection remedies for the office-holder

The primary function of office-holders in both corporate and personal insolvency is to collect in the assets of the company or individual, realise and distribute them to the company's or individual's creditors in accordance with the statutory waterfall. For further information, see Practice Notes:•Waterfall of payments—a comparative guide•Waterfall of payments in administration•Waterfall of payments in liquidation•Waterfall of payments in bankruptcy•Waterfall of payments in administrative receivershipPari passu distributionPari passu is a Latin phrase meaning 'with an equal step' or 'on equal footing'. For the purposes of insolvency it encompasses the principle of proportionality and is referred to when stating how creditors are to be treated as against each other. If they are ranked 'pari passu' then each creditor in the same class is paid equally and without preference to one another. If there is not enough money in an insolvency to pay creditors in full, they will be paid pro rata on a pari passu basis, so each will get a proportionate return. For example, all unsecured creditors (ie those creditors...

The difference between the anti-deprivation principle and the pari passu principle

This Practice Note gives a basic overview of the anti-deprivation principle (the ADP), and difference between the ADP and the pari passu principle (PPP).The anti-deprivation principleThe ADP is a principle that seeks to prevent parties from contracting out of the statutory regime for the collection, realisation and distribution of an insolvent estate. It prevents assets that should form part of an insolvent estate from being removed from that estate. In that regard, it protects the value of the estate from attempts to evade insolvency laws and operates to prevent an insolvency estate from being deprived of an asset that would otherwise be available for the benefit of its creditors. See Harrison, Re, ex p Jay (1880) 14 Ch D 19 (not reported by ÀÏ˾»úÎçÒ¹¸£Àû®).History of the anti-deprivation principleThe origins of the ADP are found in the old common law rules of bankruptcy. Though it was formerly referred to as a fraud on the bankruptcy laws, it is now known as the ‘anti-deprivation principle’.Case law on the anti-deprivation principleHaving become relatively...

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Class rights provisions—articles

Class rights provisions—articles Add new definitions to ‘definitions’ article: A director • means any director appointed by holders of the A ordinary shares; B director • means any director appointed by holders of the B ordinary shares; A ordinary shares • means the A ordinary shares of [insert amount] each in the capital of the Company; B ordinary shares • means the B ordinary shares of [insert amount] each in the capital of the Company; eligible director • means a director who would be entitled to vote on the matter if proposed as a resolution at a meeting of directors; Add the following new clauses as required and renumber document accordingly: 1 Number of directors 1.1 The number of directors (excluding alternate directors) shall not be less than [two] in number[ nor more than [insert maximum number]] [ and shall be made up of [insert number] A directors and [insert number] B directors]. 2 Proceedings of directors 2.1 Subject to the provisions of these articles, the directors...

Provisional allotment letter

Provisional allotment letter Important—this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert time] on [insert date]. The entire pal must be presented when payment is made. If you are in any doubt about the contents of this pal, or as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate qualified independent financial adviser duly authorised under the financial services and markets act 2000 (fsma) or, if you are in a jurisdiction outside the united kingdom, from an appropriate qualified independent financial adviser duly authorised in your jurisdiction. If you sell, transfer or have sold or otherwise transferred all of your ordinary shares (other than ex-rights) held in certificated form before [Insert time] on [Insert date], please forward this pal with form x (form of renunciation) on page [Insert page number] completed at once to the purchaser or transferee,...