Uncertificated Securities Control Agreement Template for England and Wales

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Key Requirements PROMPT example:

Uncertificated Securities Control Agreement

"Need an Uncertificated Securities Control Agreement for a UK bank taking security over electronic securities held by a hedge fund, with specific provisions for voting rights to remain with the account holder until default occurs."

Document background
The Uncertificated Securities Control Agreement is essential in modern financial transactions where securities exist in electronic form rather than as physical certificates. It is used when a party needs to take security over uncertificated securities held in a securities account with a securities intermediary under English and Welsh law. The agreement establishes the secured party's control over the securities, which is crucial for perfecting the security interest under the Financial Collateral Arrangements (No. 2) Regulations 2003. It details the rights of the secured party, the obligations of the securities intermediary, and the arrangements for maintaining and enforcing the security interest.
Suggested Sections

1. Parties: Identifies the contracting parties including account holder, secured party, and securities intermediary

2. Background: Sets out context of the agreement and relationship between parties

3. Definitions: Defines key terms used throughout the agreement including relevant legislation references

4. Control Rights: Specifies secured party's control rights over the securities account

5. Securities Intermediary's Agreements: Details obligations of the securities intermediary

6. Priority of Security Interest: Establishes priority of secured party's interest

7. Representations and Warranties: Standard representations from all parties

8. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for disputes

Optional Sections

1. Additional Secured Party Rights: Extra rights granted to secured party beyond standard control. Include when secured party requires enhanced control rights

2. Income and Distributions: Treatment of dividends and other distributions. Include when parties want specific arrangements for handling distributions

3. Tax Provisions: Handling of tax matters related to the securities. Include when tax implications need specific attention

Suggested Schedules

1. Schedule of Securities Accounts: Lists all relevant securities accounts covered by the agreement

2. Form of Notice: Standard form for communications between parties

3. Operating Procedures: Detailed procedures for implementing control arrangements

4. Existing Security Interests: Schedule of any pre-existing security interests affecting the securities accounts

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Industries

Financial Markets and Insolvency (Settlement Finality) Regulations 1999: Primary legislation governing settlement finality in financial markets and providing protection against insolvency proceedings

Financial Collateral Arrangements (No. 2) Regulations 2003: Key legislation governing financial collateral arrangements, including security over securities and control agreements

Companies Act 2006: Primary legislation governing company law in the UK, particularly relevant sections relating to shares and securities

Financial Services and Markets Act 2000 (FSMA): Principal legislation for financial services regulation in the UK, including securities regulation

Uncertificated Securities Regulations 2001: Specific regulations governing the transfer and holding of uncertificated securities in the UK

Financial Services and Markets Act 2000 (Financial Promotion) Order 2005: Regulations governing the promotion and marketing of financial instruments including securities

CREST Regulations and Rules: Operational rules and regulations governing the CREST system, the UK's central securities depository

Central Securities Depositories Regulation (CSDR): Regulation governing central securities depositories and securities settlement in the UK

Retained EU Law - Securities Regulations: Post-Brexit retained EU regulations relating to securities and financial markets

Financial Markets and Insolvency (Amendment and Transitional Provision) (EU Exit) Regulations 2019: Brexit-related amendments to financial markets and insolvency regulations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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