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Stop press: The Data (Use and Access) Act 2025 (Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 now activate the outstanding parts of the Data (Use and Access) Act 2025 (DUAA 2025). Measures covering subject access requests, legitimate interests, purpose limitation, automated decision-making, cross-border transfers and enforcement take effect from 5 February 2026, while those on penalty notices and complaints apply from 19 June 2026. For further detail, refer to Practice Note: Data (Use and Access) Act 2025—employment implications. This Precedent will shortly be revised to reflect these developments. [to be printed on employer letterhead] [ Name of Employee ][ Address ][ Date ] Dear [ insert employee's name ] Secondment to [ insert name of host company ] Following our recent conversations, I am writing to confirm the arrangements we have agreed for your secondment to [ insert name of host company ] (the
[ Insert name and address of client ] [ insert date ] Dear [ insert name of contact at the client ] Explaining the disclosure process and your obligations Thank you for instructing us in relation to [ insert matter name / details ]. [ This letter accompanies our retainer OR Our retainer will follow under separate cover ]. It [ has been confirmed OR is likely OR is possible ] that your dispute with [ describe other parties ] will be determined in the Business and Property Courts [ if it proceeds to formal litigation ]. This letter explains what disclosure under the Disclosure Scheme ( DS ) in the Business and Property Courts involves, and what you must know about the procedure. The DS seeks a fundamental cultural shift in the approach to disclosure in civil litigation. So, even if you have handled
This Agreement is entered into on [ insert date ] between: 1 [ insert name of manufacturer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Manufacturer); and 2 [ insert name of customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (Customer). Each of the Manufacturer and the Customer is a party and, together, the Manufacturer and the Customer constitute the parties... Background: (A) The Manufacturer manufactures [ insert ]... (B) The Customer Group manages the distribution and sale of [ insert ]... (C) The Manufacturer intends to manufacture and sell the Product to the
This Deed is dated on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, bearing registered number [ insert company number ], and whose registered office is situate at [ insert address ] (the Chargor); and [ Insert name of Lender ] of [ insert address ] (the Lender). Recitals The Lender makes facilities available to the Chargor under various financing arrangements. It is a condition of the Lender making the facilities available to the Chargor that the Chargor enter into this Deed in favour of the Lender. ...
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Part A— Conditions to the Scheme 1.1 Long Stop Date Completion of the Acquisition shall depend on the Scheme becoming non-conditional and in full force by the Long Stop Date......
Important—this provisional allotment letter (pal) is of value and is negotiable. Your prompt attention is required. This invitation lapses at [ insert time ] on [ insert date ]. The full pal must be produced at the time of payment. Should you be uncertain about any part of this pal, or unsure what steps to take, you should seek your own financial advice without delay from your stockbroker, bank manager, solicitor, accountant, or another suitably qualified independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (fsma), or, if you are located outside the United Kingdom, from an appropriate qualified independent financial adviser duly authorised within your jurisdiction. If you dispose of, transfer, or have already disposed of or otherwise transferred all of your ordinary shares (other than ex-rights) held in certificated form before [ Insert time ] on [ Insert date ],...
Board minutes—private M& A—share purchase—completion—seller Company number : [ insert company number ] [ insert company name ] [ limited OR plc ] Record of a meeting of the board of directors (the Meeting) for [ insert company name ] [ Limited OR PLC ] (the Company) Held at [ insert place of meeting ] Convened on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ] [ In attendance: ] [ [ Insert name of...
1 Appointment and powers We, [insert company name], incorporated in [ England and Wales OR other] under no. [insert] (the Company), appoint on [insert date] [jointly and/or severally] [insert attorney name(s) and address(es)] to act for the Company regarding the proposed sale of [the entire/a substantial part/[insert]%] of the share capital of [insert target company name] to [insert buyer name] (the Proposed Sale). Approve, sign, seal and deliver any documents the Attorney considers necessary, including the SPA, [lost share certificate indemnity], [pre‑emption waiver], [stock transfer forms], the Disclosure Letter, [ Tax Covenant] and [other documents]. Call, waive notice of, attend and vote at shareholder meetings; appoint proxies; give or withhold consents; and, on Completion, appoint the Buyer as attorney until the Buyer or its nominee is registered. Undertake any steps necessary or desirable to complete the Proposed Sale. Delegate to an agent (with no power to...
Board minutes—private M& A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [ Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [ Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or...
Director resignation letter—private M& A—share purchase The [ Directors OR Secretary ][ Insert company name ][ Insert company address ][ Insert date ] Dear [ Directors OR Secretary ], [ Insert company name ] (the Company) I hereby tender my resignation from [ each of ] my office[s] as [ a ] [ director AND/ OR [ and ] secretary ] of the Company [ and its subsidiaries ], [ with immediate effect OR to take effect from [ [ insert time ] OR the close of business ] on the date of this letter OR to take effect from [ [ insert time ] OR the close of business ] on [ insert date ] OR to take effect from Completion, as defined in the agreement to be......
Power of attorney—private M& A—share purchase—share rights—corporate seller 1 Appointment and powers We, [ insert company name ], a company incorporated in [ England and Wales OR [ insert other country of incorporation ] ] under registration number [ insert company registration number ] with its registered office at [ insert registered address ] (the Seller), acting under a share purchase agreement (the SPA) dated [ insert date ] made between [ , inter alia, ] the Seller [ insert name ] (the Seller) and [ insert name of buyer and its registered number ], whose registered office is at [ insert registered address ] (the Buyer), concerning [ insert number and type of shares ] (the Shares) held by the Seller, both legally and beneficially, in [ insert name of target company and its registered number ], whose registered office is at [ insert...
Board minutes—private M& A—share purchase—exchange and completion—seller Company number: [ insert company number ] [ insert company name ] [ Limited OR PLC ] Minutes of the meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Location: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Attendance Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] [ In attendance: ] [ [ Insert name of anyone in...
Board minutes—private M& A—share purchase—exchange and completion—buyer Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of a meeting of the board of directors (the Meeting) of the [ insert company name ] [ Limited OR PLC ] (the Company). Held at [ insert place of meeting ]. Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Attendance Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ) ] In attendance [ In attendance: ] [ [ Insert name of anyone in...
Share certificate indemnity letter—private M& A—share purchase The Directors[ insert target company name ] (the Company)[ insert target company registered office address ][ insert day and month ] 20[ insert year ] Dear Directors, Share certificate indemnity [ I OR We ] confirm the following: [ I am OR we are ] the recorded legal and beneficial holder[ s ] of [ insert number ] [ ordinary OR [ insert class ] ] shares of £[ 1 OR [ insert value ] ] each in the Company, as detailed in the schedule below (the Shares): Share certificate number (if known) Amount and class of shares Name and address of registered holder Date of share certificate (if any) [ to [ my OR our ] best knowledge and belief, ] [ an ] original certificate[ s ] of title in relation to the...
Board minutes—private M& A—share purchase—exchange—seller Minutes of a board meeting (the Meeting) of [insert company name] [ Limited OR plc] held at [insert place] on [insert date] at [insert time] [am OR pm]. [ Insert name] chaired, confirmed due notice under the articles (the Articles), a quorum, and opened the Meeting. The Meeting considered the proposed sale of the entire issued share capital (the Shares) of [insert target name] Limited (the Target) to [insert buyer name] [ Limited OR plc] (the Buyer) (the Proposed Sale), subject to specified conditions [including shareholder approval]. Interests were declared under sections 177, 182, 184 and 185 CA 2006; quorum/voting under the Articles was noted. Agreement and Disclosure Letter; Stock transfer(s) and Voting Po A; [ Circular and related shareholder and AIM documents, consents, undertakings, Announcement, and other Sale...
Legal due diligence further information request—private M& A—share purchase Dated [ insert date ] Introduction This supplementary request for information follows the due diligence questionnaire dated [ insert date ] ( Due Diligence Questionnaire) and relates to the proposed acquisition of the entire issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), by [ insert name of buyer ] (the Buyer) from [ insert name of seller ] (the Seller) (the Proposed Acquisition)......
Ordinary resolution [ That approval be granted, in accordance with section 201 of the Companies Act 2006, for the credit transaction under which [ insert details of credit transaction ] is proposed to be entered into by the Company for the benefit of [ insert name of director ], a director of the Company. OR That the Company’s proposed [ guarantee OR security ] in connection with a credit transaction, being [ insert details of credit transaction ] entered into by [ insert name of person who has entered into credit transaction ] for the benefit of [ insert name of director ], a director of the Company, be approved in accordance with section 201 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be...
ORDINARY RESOLUTION [ That approval be given, in accordance with section 198 of the Companies Act 2006, for a quasi-loan in the sum of [ insert amount of quasi-loan ], to be advanced by [ insert name of subsidiary company ] to [ insert name of director ], a director of the Company. OR That the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ] in relation to a quasi-loan of [ insert amount of quasi-loan ] by [ insert name of person who has given or is giving the quasi-loan ] to [ insert name of director ], a director of the Company, be authorised pursuant to section 198 of the Companies Act 2006. OR That the [ insert details of arrangement falling within the definition of ‘related arrangement’ in section 203(1) CA 2006 ] be...
Ordinary resolution That the directors’ remuneration report, excluding the section comprising the directors’ remuneration policy as set out and shown on pages [ insert page no ] to [ insert page no ], as included within the Company’s annual accounts and reports for the financial year ended [ insert date ], hereby be received and approved......
[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and...
Company number : [ insert number ] [ insert company name ] LIMITED (the Company ) SOLVENCY STATEMENT We, being all of the directors of the Company, give this solvency declaration on [ insert date ] for the purposes of section 642 of the Companies Act 2006 and each of us severally......
Board minutes—private M& A—asset purchase—exchange—buyer Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes from a meeting of the board of directors (the Meeting) for [ insert company name ] [ Limited OR PLC ] (the Company) Convened at [ insert place of meeting ] Dated [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) attending in person ] [ Insert names of any directors joining by telephone as permitted by the Company's articles of association ] (by telephone) [ Insert names of any directors participating by other means permitted by the Company's articles of association ] (by [ insert other means ]) In attendance: [ Insert name of any attendee who is not counted towards the quorum (eg the...
This Agreement is entered into on [ insert day and month ] 20[ year ] Parties [ insert name of company ], a company incorporated in [ England and Wales ] with registered number [ insert company number ], whose registered office is at [ insert address ] (the Company); and [ insert name of the nominated adviser ], a company incorporated in England and Wales with registered number [ insert company number ] whose registered office is at [ insert address ] (the Nomad). Recitals [ The Company is pursuing admission to trading on AIM of the entire ordinary share capital OR The entire ordinary share capital of the Company is admitted to trading on AIM ]. The Nomad has agreed, on the terms and conditions set out in this Agreement, to act as Nominated Adviser [ and [...
Index to the articles An overview of the company’s constitutional framework, setting out meanings of key terms, the extent of members’ liability, how directors exercise and delegate powers, procedures for board and member decisions, rules on share capital, dividends and other distributions, and ancillary provisions on communications, records, seals, and protections for directors... Part 1: Interpretation and limitation of liability – definitions and the limit of members’ liability. Part 2: Directors – general authority, members’ reserve power, delegation, committees, meetings, quorum, chairing, voting, casting votes, conflicts, written resolutions, further rules, appointment, rotation, termination, remuneration, expenses, and alternate directors. Part 3: Decision-making by members – calling, attendance and speaking, quorum, chairing, adjournment, voting, errors and disputes, polls, proxy content and delivery, amendments, restrictions, and class meetings. Part 4: Shares and distributions – classes and redemption, commissions, interests,...
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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...
This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...
Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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