Rod MacLeod
Rod is a Partner in the banking and finance team at Shepherd and Wedderburn. He specialises in commercial and corporate finance, acting in Scotland for corporate borrowers, lenders and funds. He has wide experience in cross-border property and corporate finance deals, with particular expertise in residential and commercial mortgage-backed securitisation and funds finance.
Practice Area
Panels
- Contributing Author
- Scottish Panel
Qualified Year
- 2002
Experience
- Partner, Shepherd and Wedderburn LLP (2014 - 2021)
- Partner (from 2012), Tods Murray LLP (2000 - 2014)
Membership
- Member, Law Society of Scotland
Qualifications
- LLB(Hons) (1998)
- Diploma in Professional Legal Practice (1999)
- MSc (2000)
Education
- University of Aberdeen (1994-1998, 1998-1999)
- University of Strathclyde (1999-2000)
13 Contributions by Rod MacLeod
PRACTICE NOTES
Electronic execution under Scots law: AES and QES, self-proving status, delivery, annexations, non-natural person signatories, evidential considerations, and Registers of Scotland digital registration and discharge services
The rules regarding Scottish electronic documents and their execution are contained in:
Requirements of Writing (Scotland) Act 1995 (RW(S)A 1995)
Assimilated Regulation (EU) No 910/2014 on electronic identification and trust services for electronic transactions in the internal market (as amended by the Electronic Identification and Trust Services for Electronic Transactions (Amendment etc) (EU Exit) Regulations 2019) (UK eIDAS)
Land Registration etc (Scotland) Act 2012 (LRE(S)A 2012)
Electronic Documents (Scotland) Regulations 2014, SSI 2014/83
Land Registration etc (Scotland) Act 2012 (Commencement No 2 and Transitional Provisions) Order 2014, No 41 (C 4) (2014 Order)
Land Register of Scotland (Automated Registration) etc Regulations 2014, SSI 2014/347
Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 (LW(CD)(S)A 2015)
The Law Society of Scotland has produced a third edition of its guidance on electronic execution of documents: Law Society of Scotland—Electronic signatures guide (Third Edition).
Assimilated law is the term used for retained EU law (‘REUL’) that continues in force after the end of 2023. The re-categorisation of REUL (and related terms) to assimilated law indicates a change in its status and treatment under UK law...
Commercial
PRACTICE NOTES
Scots law execution of documents: writing requirements, subscription and self-proving, annexations, delivery (including electronic) and dating, and counterpart execution (1995 and 2015 Acts; property registers).
The framework for execution of documents under Scots law is set out in the Requirements of Writing (Scotland) Act 1995 (RW(S)A 1995) and the Legal Writings (Counterparts and Delivery) (Scotland) Act 2015 (LW(CD)(S)A 2015). This Practice Note reviews both the traditional approach to execution and execution by counterpart under Scots law.
Contracts or obligations that must be in writing
In Scotland, the default position is that a contract, a unilateral obligation, or a trust can be constituted without writing. Writing is, however, necessary for the following exceptions to that rule:
contracts, or unilateral undertakings, to create, transfer, vary or extinguish a real right in land (excluding tenancies or rights of occupation for less than a year and private residential tenancies)
the creation, transfer, variation or termination of a real right in land
an agreement between neighbouring proprietors regarding the accretion or erosion of their common boundary
a gratuitous unilateral obligation (other than one undertaken in the course of business)
a person making a will or becoming trustee of their own property
The remainder of this Practice Note addresses what is required for the execution of documents for these exceptions...
Commercial
PRECEDENTS
Execution clause (Scotland) for limited partnerships: ordinary subscription by an individual general partner or authorised signatory
Subscribed by
[ insert name of individual ], acting as [ General Partner OR Authorised Signatory ], for and on behalf of [ insert name of limited partnership ] ________________________ [ General Partner OR Authorised Signatory ] (Signature) in________________________(city) dated________________________ (date of signing)...
Commercial
PRECEDENTS
Execution clause (Scotland): ordinary execution by corporate director or corporate secretary acting through authorised signatory on behalf of a company
Subscribed for and on behalf of [ Name of Company ]
signed by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate director or secretary ], as [ Director OR Secretary ] (Signature) ________________________ Full name of signatory (please print) at______________________ (city) on______________________ (date of signing)...
Commercial
PRECEDENTS
Execution clause template (Scotland): ordinary execution by a corporate general partner on behalf of a limited partnership
Subscribed for and on behalf of
[ insert name of limited partnership ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate general partner ], as General Partner (Signature) ________________________ Full name of signatory (please print) at________________________(city) on________________________ (date of signing)...
Commercial
PRECEDENTS
Precedent execution clause (Scotland): corporate member signing on behalf of an LLP (ordinary execution)
Subscribed for and on behalf of [ insert name of LLP ] by ________________________ [ Director OR Secretary OR Authorised Signatory ], duly representing [ insert name of corporate member ], as Member (Signature) ________________________ Full name (please print) of the signatory at _____________________ (city) on _____________________ (date of signing)...
Commercial
PRECEDENTS
Precedent: Scots law long-form boilerplate for commercial agreements (definitions, dispute resolution, notices, force majeure, third-party rights, counterparts, governing law and jurisdiction)
1 Definitions and interpretation
1.1 Within this Agreement:
Affiliate – refers to any entity that, whether directly or indirectly, Controls, is Controlled by, or is under shared Control with, another entity;
Business Day – means any day other than a Saturday, Sunday, or a bank or public holiday in Scotland;
Control – signifies [ the beneficial ownership of more than 50% of a company’s issued share capital, or the lawful power to direct, or to cause the direction of, the company’s management OR has the meaning assigned in the Corporation Tax Act 2010, s 1124 ], and Controls and Controlled shall be construed accordingly;
Dispute Notice – has the meaning set out in clause 2.2;
Force Majeure – has the meaning set out in clause 6.1...
Commercial
PRECEDENTS
Scotland: Execution clause for partnership documents - ordinary execution by a corporate partner signing on the firm's behalf
Subscribed for and on behalf of [ insert name of the Firm ]
Executed by ________________________ [ Director OR Secretary OR Authorised Signatory ], representing [ insert name of corporate partner ] as Partner. Signature ________________________ Full name of signatory ________________________ at ________________________ (city) on ________________________ (date of signing)...
Commercial
PRECEDENTS
Scotland: self-proving execution clause template for a limited partnership signed by an individual general partner or authorised signatory
Subscribed by
Signed by [ insert name of individual ] as [ General Partner OR Authorised Signatory ] for and on behalf of [ insert name of limited partnership ] ________________________ [ General Partner OR Authorised Signatory ] (Signature) at______________________ (city) on______________________ (date of signing) before ______________________ Witness (Signature) ______________________ Witness Name (Please Print) ______________________ Witness Address _______________________...
Commercial
PRECEDENTS
Scotland: Self-proving execution clause templates for company documents executed by a corporate director or corporate secretary, with witnessing and one- or two-officer options
Option 1—self-proving execution by one corporate director or secretary in the presence of a witness
Signed duly on behalf of [ Name of Company ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for and on behalf of [ insert name of corporate director...
Commercial
PRECEDENTS
Scotland: self-proving LLP execution clauses—witnessed signatures by corporate member(s) acting for the LLP (single or dual member options)
Option 1—self-proving execution by a corporate member signing on behalf of a limited liability partnership in the presence of a witness
Executed for and on behalf of [ insert name of LLP ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for [ insert name of corporate member ], as Member
(Signature) ________________________
Full name of signatory (please print) ________________________
City ________________________
Date of signing ________________________
Before ________________________ Witness
Witness (Signature) ________________________
Witness Name (Please Print) ________________________
Witness Address ________________________
Option 2—self-proving execution by two corporate members signing on behalf of a limited liability partnership in the presence of a witness
Executed for and on behalf of [ insert name of LLP ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for [ insert name of corporate member ], as Member
(Signature) ________________________
Full name of signatory (please print) ________________________
and ________________________ [ Director OR Secretary OR Authorised Signatory ] acting for [ insert name of corporate member ], as Member
(Signature) ________________________
Full name of signatory (please print) ________________________
City ________________________
Date of signing ________________________
Before ________________________ Witness
Witness (Signature) ________________________
Witness Name (Please Print) ________________________
Witness Address ________________________
...
Commercial
PRECEDENTS
Scottish self-proving execution clause template for deeds executed by a corporate general partner on behalf of a limited partnership
Subscribed for and on behalf of [ insert name of limited partnership ]
[ Director OR Secretary OR Authorised Signatory ], acting for and on behalf of [ insert name of corporate partner ], as General Partner (Signature) ________________________
Full Name of signatory (Please Print) ________________________
Signed at ______________________ (city) on ______________________ (date of signing) in the presence of ______________________
Witness (Signature) ______________________
Witness Name (Please Print) ______________________
Witness Address _______________________
...
Commercial
PRECEDENTS
Self-proving execution clause (Scotland) for a partnership deed signed by a corporate partner
Signed for and on behalf of [ insert name of the Firm ] by ________________________ [ Director OR Secretary OR Authorised Signatory ] for and on behalf of [ insert name of corporate partner ], as Partner (Signature) ________________________ Full Name of signatory (Please Print) at______________________ (city) on______________________ (date of signing) before ______________________ Witness (Signature) ______________________ Witness Name (Please Print) ______________________ Witness Address _______________________...
Commercial
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