Reference
Plain-English definitions of the commercial law terms Folio uses across guides and briefings. Sourced from the same key-terms blocks that appear inside each guide, pulled out here as standalone reference pages.
AI Governance
The internal policies, processes, and controls an organisation puts in place to manage the development, procurement, and use of AI systems responsibly.
Algorithmic Bias
Systematic errors in AI decision-making that produce unfair outcomes for particular groups, often reflecting biases present in training data.
Algorithmic Trading
Trading executed automatically by computer programs to a defined strategy, subject to specific systems and controls requirements.
Arbitral Award
The binding decision issued by an arbitral tribunal, enforceable internationally under the New York Convention.
Bankability
Whether a project's risk profile and contractual framework are acceptable to lenders for the purpose of providing project finance.
BIT (Bilateral Investment Treaty)
An agreement between two states establishing protections for foreign investors, including rights to fair treatment and compensation for expropriation.
Bookbuilding
The process of gauging investor demand at different price levels to determine the final offer price of an IPO or bond.
Carbon Capture and Storage
Technology that captures carbon dioxide from industrial processes and stores it underground, a growing area of energy project work.
Carbon Credit
A tradeable certificate representing the right to emit one tonne of carbon dioxide, used in compliance and voluntary carbon markets.
Civil Procedure Rules
The rules governing how civil litigation is conducted in the courts of England and Wales, covering everything from statements of case to costs.
CMA (Competition and Markets Authority)
The UK competition regulator, which reviews mergers that may substantially lessen competition and can require remedies or block a deal outright.
Commercial Court
A specialist court within the Business and Property Courts hearing substantial national and international commercial disputes.
Commitment Fee
A fee paid on the undrawn portion of a facility, compensating lenders for keeping funds available.
Completion Accounts
A price adjustment mechanism where the final purchase price is determined by accounts drawn up shortly after completion, reflecting the target's actual financial position.
Condition Precedent
A requirement that must be satisfied (e.g., regulatory approval) before the parties are obliged to complete the transaction.
Consumer Duty
The FCA's overarching standard requiring firms to act to deliver good outcomes for retail customers, covering products, price, understanding, and support.
Copyright
The right protecting original works such as text, images, and code, and the central battleground in disputes over AI training data and generated output.
Coupon
The periodic interest payment made to a bondholder, expressed as an annual percentage of the bond's face value.
Covenant
A binding promise in a bond's terms restricting the issuer's conduct (e.g., caps on additional debt) to protect investors.
Damages
Monetary compensation awarded to put the claimant, so far as money can, in the position they would have been in had the wrong not occurred.
Deepfake
Synthetic media — typically video or audio — generated by AI to convincingly depict events that did not occur, raising concerns in fraud, evidence, and defamation.
Disclosure
The process by which each party to litigation reveals to the other the documents relevant to the issues in dispute.
Disclosure Letter
A letter from the seller qualifying the warranties in the sale agreement by setting out known issues, so that a disclosed matter cannot found a warranty claim.
Due Diligence
The investigation process where a buyer examines a target's legal, financial, tax, and commercial position before committing to a transaction.
EPC Contract
An Engineering, Procurement, and Construction contract under which a single contractor takes responsibility for delivering a project to a fixed price, time, and specification.
EU AI Act
The European Union's comprehensive regulation classifying AI systems by risk level and imposing corresponding obligations on developers and deployers.
Explainability
The degree to which the internal logic of an AI model can be understood and communicated to humans — a key requirement for high-risk AI under many regulatory frameworks.
Export Controls
Laws restricting the export of military, dual-use, and sensitive goods and technology to certain destinations or end-users.
Facility Agreement
The core lending contract between borrower and lenders, setting out the terms of the loan including amount, interest rate, repayment schedule, covenants, and events of default.
FCA (Financial Conduct Authority)
The UK regulator responsible for the conduct of financial services firms and the integrity of financial markets.
Financial Assistance
The Companies Act restriction on a public company helping someone acquire its own shares, a standing structuring issue on acquisition financings.
Financial Covenant
A clause requiring the borrower to maintain specified financial ratios (e.g., leverage, interest cover) tested at regular intervals, breach of which constitutes an event of default.
Force Majeure
A contractual clause excusing performance when extraordinary events beyond the parties' control (war, natural disaster, pandemic) make it impossible or impracticable.
Foreign Direct Investment Screening
Government review of investment by overseas buyers, allowing a deal in a sensitive sector to be conditioned or blocked on national security grounds.
Free Float
The proportion of a listed company's shares that are available for public trading, excluding shares held by insiders or strategic investors.
Free Trade Agreement
A treaty between states reducing tariffs and other barriers to trade, shaping how goods and services move between the signatories.
Freezing Order
A court order preventing a party from dealing with or dissipating its assets, designed to preserve funds for a potential future judgment.
Friend-Shoring
Shifting supply chains towards politically aligned countries, prioritising security of supply over lowest cost.
FSMA (Financial Services and Markets Act 2000)
The primary legislation governing the regulation of financial services in the UK, establishing the framework within which the FCA and PRA operate.
Generative AI
AI systems that produce new text, images, audio, or code in response to a prompt, rather than only classifying or predicting from existing data.
Governing Law
The legal system chosen by the parties to determine their contractual rights and obligations — English law is the most common choice for international commercial contracts.
Greenwashing
Presenting an investment or business as more environmentally sound than it actually is.
High-Yield Bond
A bond issued by a company with a lower credit rating, paying a higher rate of interest to compensate investors for the greater risk of default.
Hostile Bid
An offer for a public company that the target board opposes, typically prompting defence tactics, rival bidders, and close Takeover Panel involvement.
Indemnity
A pound-for-pound reimbursement obligation for a specific identified risk, offering stronger protection than a warranty claim.
Injunction
A court order compelling a party to do something (mandatory) or refrain from doing something (prohibitory), breach of which is contempt of court.
Insider Dealing
Dealing in securities on the basis of inside information that is not publicly available, a criminal offence as well as a regulatory breach.
Intercreditor Agreement (ICA)
A contract between different classes of lender governing priority of repayment, rights to enforce security, and conduct during a restructuring — critical in leveraged deals with multiple debt tranches.
Investment-Grade Bond
A bond from an issuer judged by the rating agencies to carry relatively low credit risk, paying correspondingly lower interest.
IPO (Initial Public Offering)
The first sale of a company's shares to the public, marking its transition from a private to a publicly listed entity.
ISDS (Investor-State Dispute Settlement)
The arbitration mechanism through which foreign investors bring claims against host states under bilateral or multilateral investment treaties.
Issuer
The company or body raising money by issuing shares or bonds to investors.
Large Language Model (LLM)
An AI system trained on vast text datasets to generate, summarise, and analyse human language — the technology behind tools like ChatGPT and legal AI assistants.
Leveraged Buyout (LBO)
An acquisition funded predominantly with borrowed money, typically by a private equity sponsor, where the debt is secured against the acquired company's assets and cash flows.
Leveraged Finance
Debt raised to fund an acquisition where borrowings are high relative to the target's earnings, most often on private equity transactions.
Litigation Funding
Third-party finance for the cost of bringing a claim, repaid out of the proceeds if the claim succeeds.
LMA (Loan Market Association)
The trade body that publishes standard-form loan documentation used as the starting point for most European syndicated loan and leveraged finance transactions.
Locked Box
An alternative pricing mechanism where the price is fixed by reference to a set of accounts at an agreed date before signing, with protections against value leakage.
London Stock Exchange
The principal UK venue for listing and trading shares and bonds, operating both the Main Market and the growth market AIM.
Margin
The percentage a lender charges over a benchmark interest rate, reflecting the credit risk of the borrower.
Market Manipulation
Conduct that distorts the price or perceived demand for a financial instrument, such as placing misleading orders or spreading false information.
Material Adverse Change (MAC)
A clause allowing a buyer to walk away if a significant negative event affects the target between signing and completion — heavily negotiated and rarely invoked.
MBO (Management Buyout)
A transaction in which the existing management team acquires the business it runs, usually backed by private equity or debt financing.
Mediation
A without-prejudice process in which a neutral third party helps the parties negotiate a settlement, without power to impose an outcome.
Mezzanine Debt
Debt ranking behind senior lenders but ahead of shareholders, priced higher to reflect the weaker position on enforcement.
Model Risk
The risk of adverse consequences arising from decisions based on AI or statistical models that are incorrect, misused, or inadequately understood.
NDA (Non-Disclosure Agreement)
A confidentiality agreement signed early in a deal, allowing the parties to exchange sensitive information before commercial terms are agreed.
Near-Shoring
Relocating production or supply closer to the end market, reducing exposure to long and politically fragile supply chains.
Negligence
A failure to take reasonable care that causes foreseeable loss, the tort most often invoked when an automated system causes harm.
Net Zero
The target of balancing greenhouse gas emissions produced with those removed from the atmosphere, legally binding in the UK by 2050.
New York Convention
The treaty under which contracting states recognise and enforce arbitral awards made in other member states, the reason arbitration travels well across borders.
Ofcom
The UK regulator for communications, broadcasting, and, under the online safety regime, the duties platforms owe in relation to harmful content.
Online Safety Act 2023
UK legislation imposing duties on online platforms to assess and manage the risk of harmful content, enforced by Ofcom.
Operational Resilience
The ability of a financial firm to prevent, adapt to, respond to, recover from, and learn from operational disruptions.
PPA (Power Purchase Agreement)
A long-term contract between an energy generator and a buyer, fixing the price and volume of electricity to be supplied — essential for project bankability.
PRA (Prudential Regulation Authority)
The Bank of England subsidiary that supervises the financial safety and soundness of banks, building societies, insurers, and major investment firms.
Pre-Action Protocol
Rules requiring parties to exchange information and attempt settlement before issuing court proceedings, with cost penalties for non-compliance.
Primary Market
The market in which securities are sold by the issuer to investors for the first time, raising new money for the business.
Private Equity
Firms that acquire businesses using a mix of investor capital and borrowed money, aiming to improve performance and sell at a profit within a defined period.
Proceeds of Crime Act 2002
The principal UK statute on money laundering, creating the main offences and the obligation to report knowledge or suspicion of criminal property.
Product Liability
Liability for harm caused by a defective product, and a live question where the product is software or an AI model rather than a physical good.
Project Finance
Lending to a specific infrastructure or energy project where repayment comes from the project's own cash flows and security is taken over its assets.
Prospectus
A legal document disclosing all material information about the issuer and the offering, required for public offers of securities.
RAB (Regulated Asset Base)
A funding model where investors earn a regulated return on capital deployed during construction, reducing risk and lowering the cost of finance for large infrastructure projects.
Regulated Activity
An activity that may only be carried on with authorisation from the financial regulator, or under an available exemption.
Restrictive Covenant
A post-completion undertaking preventing the seller from competing with the business sold, or from poaching its staff and customers, for an agreed period.
Revolving Credit Facility
A facility the borrower can draw, repay, and redraw up to an agreed limit, used to fund day-to-day working capital needs.
Rights Issue
A fundraising in which existing shareholders are offered new shares in proportion to their holdings, usually at a discount to the market price.
Robo-Adviser
An automated service providing investment advice or portfolio management with limited human involvement, still subject to the ordinary suitability rules.
Sanctions
Restrictions imposed by governments on trade, financial transactions, or dealings with specific countries, entities, or individuals for foreign policy or security reasons.
SAR (Suspicious Activity Report)
A report filed with the National Crime Agency when a firm knows or suspects that a transaction or activity involves the proceeds of crime or terrorist financing.
Search Order
A court order permitting a claimant to search premises and seize evidence, granted where there is a real risk that documents would otherwise be destroyed.
Seat of Arbitration
The legal jurisdiction governing the arbitration proceedings (as distinct from the physical venue), determining the courts with supervisory jurisdiction.
Secondary Market
The market in which securities already in issue are traded between investors, with no new money going to the issuer.
Security Package
The bundle of charges, pledges, and assignments granted by the borrower and its group companies over their assets in favour of lenders, providing collateral for the loan.
SONIA
The Sterling Overnight Index Average — the near risk-free benchmark interest rate that replaced LIBOR for sterling lending, based on actual overnight transactions in the sterling money market.
Sovereign Bond
Debt issued by a national government, raising money on international markets and carrying distinct enforcement and immunity questions.
SPA (Share Purchase Agreement)
The primary contract governing the sale and purchase of shares in a target company, setting out price, warranties, and completion mechanics.
Specific Performance
An equitable remedy compelling a party to perform its contractual obligations, granted where damages would not be an adequate remedy.
Sponsor
An FCA-approved adviser a company must appoint when it lists, and for certain later transactions, confirming to the regulator that the company understands and meets its obligations.
SPV (Special Purpose Vehicle)
A legally separate entity created to isolate the financial risk of a specific project, so that the sponsor's other assets are not exposed if the project fails.
Strategic Market Status
A designation applied to the largest digital firms under the UK digital markets regime, bringing tailored conduct requirements supervised by the CMA.
Syndicated Facility
A loan provided by a group of lenders sharing the exposure under a single set of terms, arranged by one or more banks acting as leads.
Syndicated Loan
A loan provided by a group of lenders (the syndicate), coordinated by an arranging bank, spreading the credit risk of a large facility across multiple institutions.
Takeover Code
The City Code on Takeovers and Mergers, setting the procedural and timing rules for takeovers of companies registered in the UK, Channel Islands or Isle of Man whose shares are, or recently were, traded on a UK market.
Takeover Panel
The body that administers and enforces the Takeover Code, supervising the conduct and timetable of public bids.
Term Loan
A loan drawn in one or more fixed amounts and repaid on an agreed schedule, with amounts repaid unable to be redrawn.
Third-Party Funding
An arrangement where an external funder finances a party's legal costs in return for a share of what the claim recovers.
Training Data
The dataset used to teach an AI model to recognise patterns and generate outputs — its quality and composition directly determine the model's capabilities and biases.
Transfer Pricing
The rules governing how transactions between related entities in different jurisdictions are priced, designed to prevent profit shifting to low-tax jurisdictions.
Twin Peaks
The UK model that splits financial regulation between a conduct regulator and a prudential regulator, each with a distinct objective.
UK GDPR
The UK's own version of the EU General Data Protection Regulation, governing how organisations collect, process, and transfer personal data.
UK MAR (Market Abuse Regulation)
The UK regulation prohibiting insider dealing, unlawful disclosure of inside information, and market manipulation in respect of financial instruments.
Underwriter
An investment bank that agrees to buy or place an issue of securities, carrying the risk if investor demand falls short of the amount being raised.
Underwriting
The commitment by an investment bank to purchase all or part of a securities offering, guaranteeing the issuer raises its target funds.
Warranty
A contractual statement of fact by the seller about the target company — if untrue, the buyer may claim damages for the resulting loss.
Warranty and Indemnity Insurance
A policy that shifts the risk of a warranty breach from the seller to an insurer, so the buyer claims on the policy rather than pursuing the seller.
Without Prejudice
A legal privilege protecting statements made in genuine settlement negotiations from being disclosed to the court.
WTO (World Trade Organization)
The international body administering the rules of trade between nations and providing the forum in which trade disputes between them are heard.