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Clifford Chance

Cross Border Financing Guide
Critical information for structuring a cross border financing

Critical information for structuring a cross border financing

Cross Border Financing Guide

Critical information for structuring a cross border financing

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Executive Summary
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- General background
- Brief overview of specific issues
- Recent developments
- Principal concerns and items to note
1. Types of business entity
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- 1.1 What are the common forms of business entity?
- 1.2 What are the less common forms of business entity?
2. Guarantees
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- 2.1 Are Guarantees available?
3. Security: General
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- 3.1 Is effective Security generally available?
- 3.2 Can Security be taken over future assets?
- 3.3 What types of Security are there?
- 3.4 How is Security taken over multiple types of assets?
- 3.5 Is there a risk that Security can be recharacterised?
- 3.6 Are there registration requirements?
- 3.7 How is Security usually enforced?
- 3.8 Are there special rules for Financial Collateral?
- 3.9 Are there any other points to note?
4. Security over the business
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- 4.1 Can Security be taken over the general business?
- 4.2 How is Security taken over the business?
  - 4.2.1 How is Security over the business enforced?
  - 4.2.2 What are the registration requirements for Security over the business?
5. Security over shares
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- 5.1 Is Security available over Shares?
- 5.2 How is Security taken over Shares (other than dematerialised Shares)?
  - 5.2.1 How is Security over Shares (other than dematerialised Shares) enforced?
  - 5.2.2 What are the registration requirements for Security over Shares (other than dematerialised Shares)?
- 5.3 How is Security taken over dematerialised Shares?
  - 5.3.1 How is Security over dematerialised Shares enforced?
  - 5.3.2 What are the registration requirements for Security over dematerialised Shares?
6. Receivables
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- 6.1 Is Security available over Receivables and their proceeds?
- 6.2 How is Security taken over Receivables?
  - 6.2.1 How is Security over Receivables enforced?
  - 6.2.2 What are the registration requirements for Security over Receivables?
7. Bank accounts
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- 7.1 Is Security available over bank accounts?
- 7.2 How is Security taken over bank accounts?
  - 7.2.1 How is Security over bank accounts enforced?
  - 7.2.2 What are the registration requirements for Security over bank accounts?
8. Land and buildings
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- 8.1 Is Security available over commercial Land and Buildings?
- 8.2 How is Security taken over commercial Land and Buildings?
  - 8.2.1 How is Security over commercial Land and Buildings enforced?
  - 8.2.2 What are the registration requirements for Security over commercial Land and Buildings?
9. Intellectual Property
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- 9.1 Can Security be taken over Intellectual Property?
  - 9.1.1 How is Security taken over IP?
  - 9.1.2 What are the registration requirements for Security over IP?
- 9.2 How is Security taken over patents?
  - 9.2.1 How is Security over patents enforced?
  - 9.2.2 What are the registration requirements for Security over patents?
- 9.3 How is Security taken over registered trademarks?
  - 9.3.1 How is Security over registered trademarks enforced?
  - 9.3.2 What are the registration requirements for Security over registered trademarks?
- 9.4 How is Security taken over unregistered trademarks and goodwill?
  - 9.4.1 What are the registration requirements for Security over unregistered trademarks?
- 9.5 Can Security be taken over domain names?
- 9.6 Can Security be taken over registered design rights?
  - 9.6.1 How is Security over registered design rights enforced?
  - 9.6.2 What are the registration requirements for Security over registered design rights?
- 9.7 Can Security be taken over unregistered design rights?
  - 9.7.1 How is Security over unregistered design rights enforced?
  - 9.7.2 What are the registration requirements for Security over unregistered design rights?
- 9.8 Can Security be taken over copyright?
  - 9.8.1 How is Security over copyright enforced?
  - 9.8.2 What are the registration requirements for Security over copyright?
- 9.9 Can Security be taken over database content?
- 9.10 Can Security be taken over licences of IP?
10. Moveables
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- 10.1 Can Security be taken over Moveables?
- 10.2 How is Security taken over Moveables?
  - 10.2.1 How is Security over Moveables enforced?
  - 10.2.2 What are the registration requirements for Security over Moveables?
11. Contractual rights (other than receivables)
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- 11.1 Is Security available over contractual rights (other than Receivables)?
12. Debt securities
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- 12.1 Can Security be taken over Debt Securities?
- 12.2 How is Security taken over registered, certificated Debt Securities?
  - 12.2.1 How is Security over registered, certificated Debt Securities enforced?
  - 12.2.2 What are the registration requirements for Security over registered, certificated Debt Securities?
- 12.3 How is Security taken over bearer Debt Securities?
  - 12.3.1 How is Security over bearer Debt Securities enforced?
  - 12.3.2 What are the registration requirements for Security over bearer Debt Securities?
- 12.4 How is Security taken over dematerialised Debt Securities?
  - 12.4.1 How is Security over dematerialised Debt Securities enforced?
  - 12.4.2 What are the registration requirements for Security over dematerialised Debt Securities?
13. Ships
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- 13.1 Can Security be taken over ships?
- 13.2 How is Security over ships taken?
  - 13.2.1 How is Security over ships enforced?
  - 13.2.2 What are the registration requirements for Security over ships?
14. Aircraft
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- 14.1 Can Security be taken over aircraft?
- 14.2 How is Security over aircraft taken?
  - 14.2.1 How is Security over aircraft enforced?
  - 14.2.2 What are the registration requirements for Security over aircraft?
15. Shared security (security trustee/security agent)
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- 15.1 Can a single security package be granted to several Secured Creditors?
16. Transferability of loans and security
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- 16.1 Can a loan and related Security be transferred from one entity to another?
17. Corporate benefit
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- 17.1 Is Corporate Benefit an issue which should be considered?
18. Financial assistance
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- 18.1 Is there a prohibition on a company providing assistance for the acquisition of Shares in itself or an affiliate?
19. Priorities
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- 19.1 What are the rules on the priority of Security?
20. Insolvency
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- 20.1 Is Security recognised in an insolvency and can it be challenged?
- 20.2 Can a Secured Creditor's ability to enforce its Security be impeded?
- 20.3 What are the main insolvency procedures and how are they conducted?
- 20.4 Are there restructuring procedures available which can be used as an alternative to insolvency proceedings?
- 20.5 What are the insolvency regimes which apply?
21. Summary of tax concerns
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- 21.1 What withholding tax is payable on interest payments?
  - 21.1.1 Are there any withholding tax exemptions?
- 21.2 What taxes are payable on the transfer of assets?
- 21.3 Are there restrictions on the deductibility of interest?
22. Fees and expenses
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- 22.1 Are there any fees and expenses typically payable on the creation of Security and do they influence the way in which secured transactions are structured?
23. Execution of documents
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- 23.1 What are some of the key points on execution formalities?

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