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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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This Agreement is dated [ insert day and month ] 20[ insert year ]. Parties [ Insert name of selling corporate shareholder ], incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], whose registered office is at [ insert address ] (the Seller); and [ Insert name of purchasing corporate entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], whose registered office address is at [ insert address ] (the Buyer). [ Each of the Seller and the Buyer is a Party, and together the Seller and the Buyer constitute the Parties. ] BACKGROUND ( A) The Company (as defined below) is a private company limited by shares, incorporated in [ England and Wales OR [ insert country of...
[ Print on letterhead of reporting accountants ] The Directors [ Insert name and address of company ] together with [ Insert name and address of sponsor, nominated adviser or corporate adviser (as applicable) ] [ Insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/ OR Open offer AND/ OR Rights issue ] relating to [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ] We make reference to the......
[ Print on letterhead of reporting accountants ] The Directors[ Insert name and address of company ];[ Insert name and address of sponsor or nominated adviser (as relevant) ] [ Insert date ] Dear [ Insert name ] [ Insert name of company ] (the Company): [ Placing OR Open offer OR Rights issue ] of [ insert number ] [ insert class ] shares (each [ insert nominal value ]) (the Transaction) We refer to the Company’s prospectus dated [ insert date ] (the Prospectus). We have reviewed the tax sections in [ insert location of taxation paragraphs in the prospectus ] and consider them consistent with our understanding of UK tax law, case law and practice. [ This confirmation applies only on the date hereof and, given tax’s nature, is Transaction-specific. ] [ This letter is for the addressees’ information in relation to the Prospectus only. Except as set out in...
Ordinary resolution: That, having agreed to act, [ insert name of the director to be appointed ] be appointed as a director of the Company with [ immediate effect OR effect from the end of the meeting OR effect from [ insert date ] ]......
This agreement is entered into on [ insert day and month ] 20[ insert year ] Parties The various individuals listed by name and address in Schedule 1 (collectively, the Sellers), [ Insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], registered under number [ insert company number ], with its registered office at [ insert address ] (the Buyer) [ (each Seller and the Buyer being a Party and, collectively, the Sellers and the Buyer being the Parties). ] BACKGROUND ( A) The Company (as defined below) is a private limited company by shares, formed in [ England and Wales OR [ insert country of incorporation ] ]. Information about the Company appears in Schedule 2, Part A. ( B) The Sellers hold, both legally and...
[ insert company name ] [ PLC OR Limited ] Minutes for a meeting of [ a committee of ] the board of directors of [ insert full name of offeree ] (the Company) convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) present in person ] [ [ Insert names of directors attending by telephone or other means permitted by the Company’s articles of association ] [ by telephone OR by [ insert means ] ] ] In attendance [ Insert name ] (representative of [ financial adviser ] (the Bank)) [ Insert name ] (representative of [ law firm ] (the Company’s solicitors)) [ Insert name ]...
This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate shareholder ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], having its registered office at [ insert address ] (the Seller ); [ Insert name of purchasing corporate entity ], a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], having its registered office at [ insert address ] (the Buyer ), [ (each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties ). ] Background ( A) The Company (as defined below) is a private company limited by shares and is...
This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of selling corporate shareholder ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] having its registered office at [ insert address ] (the Seller), and [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] having its registered office at [ insert address ] (the Buyer), [ (each of the Seller and the Buyer being a Party and together the Seller and the Buyer are the Parties). ] Background ( A) The Company (as defined below) is a private limited company by shares and is presently...
[ Print on letterhead of reporting accountants ] The Directors [ insert name and address of issuer ] and [ insert name and address of sponsor or nominated adviser (as relevant) ] [ insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/ OR Open offer AND/ OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each We refer to the working capital statement ( Working Capital Statement) included in the Company’s prospectus dated [ insert date ] (the Prospectus), and to the attached board minute approved by the directors, which records their belief that there is a reasonable basis for making the Working Capital Statement: “ In the Directors’ opinion, having undertaken due and careful enquiry, the working capital available to the Company [ and its group ] is adequate for its...
[ On reporting accountants’ letterhead ] The Directors [ Insert company and sponsor details ] [ Insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/ OR Open offer AND/ OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each Further to our engagement letter dated [ insert date ], we performed the procedures below on the Statement of Capitalisation and Indebtedness of the [ Company OR Company's group ] included in the Company’s prospectus dated [ insert date ]. The Statement of Capitalisation and Indebtedness was prepared by, and is solely the responsibility of, the Company’s directors. Procedures [ Insert procedures undertaken re the Statement of Capitalisation and Indebtedness ]. Opinion Solely from the procedures above, [ insert opinion, e.g. nothing has come to our attention to indicate that the...
This Agreement is entered into on [ insert day and month ] 20[ insert year ] Parties 1 [ Insert name of selling corporate shareholder ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Seller), and 2 [ Insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the Buyer), [ with each of the Seller and the Buyer being a Party and, together, the Seller and the Buyer constituting the Parties ]. Background ( A) The Company (as defined below) is a private company limited by shares and was...
Legal due diligence questionnaire—private M& A—share purchase Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). This questionnaire is intended to assist the Buyer, the Buyer's solicitors and other professional advisers acting on the Proposed Acquisition to secure the information the Buyer needs to inform its valuation of the Company. Please respond to each question comprehensively. Please set out your responses in italics immediately beneath each question and kindly supply copies of all relevant documentation, ensuring that all responses and documents are plainly identified by reference to the...
[ Print on letterhead of adviser/expert ] The Directors [ Enter name and address of company ] [ Enter date ] Dear [ enter text ] [ Enter name of company ] (the Company): [ Placing OR Open offer OR Rights issue ] of [ ......
This form is important and requires your immediate attention If you are uncertain about the Offer, the contents of the Offer Document or Letter, or what steps you ought to take, you should at once, without delay, obtain independent financial advice from your stockbroker, bank manager, solicitor or accountant, or an alternative independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you do not, from a suitably authorised independent financial adviser in the applicable jurisdiction. Circulation, release or distribution of this document and/or any accompanying documents outside the United Kingdom may be restricted or limited by the local laws in force and, accordingly, anyone who receives this document ought to apprise themselves of, and comply with, any such limitations. Non‑observance of these requirements could amount to a breach of the...
1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation......
1 Model Articles 1.1 Save to the extent that these Articles amend, disapply or conflict with them, the Model Articles govern the Company. Subject to any such amendments, disapplications or conflicts, the Model Articles, together with these Articles, comprise the Company’s articles of association, to the exclusion of any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The following provisions of the Model Articles shall have no effect in relation to the Company: 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)–(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)–(7) (procedure for declaring dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on cessation of business), 52...
1 Introduction Good morning, ladies and gentlemen. My name is [ insert name ], and I serve as Chair of [ insert name of company ]. The time is [ insert the exact time ], which is [ just past ] the appointed start for the Annual General Meeting of [ insert company name ]. 2 Quorum Having confirmed with the Company Secretary/advisers/registrars, we are quorate; accordingly, I declare the meeting open. 3 Housekeeping The fire exits are [ [ over there ] OR [ insert location ] ], and no fire drill is scheduled for this morning. Please ensure all mobile phones are switched off. Thank you. [ [ Please also note that this meeting is being recorded so that shareholders and other interested parties unable to attend today can watch it on the company’s website from tomorrow ] ]......
Dated: [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) BACKGROUND The Issuer has determined to establish, up to an aggregate nominal amount of £[ insert number ], [ insert rate ]% [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the terms set out in this instrument......
This term sheet outlines a plan to motivate key employees of [ insert name of company ] (the ' Company') by permitting them to subscribe to a distinct class of shares in the Company (the ' Growth Shares'). The points addressed in this document are presented for discussion only and each should be carefully considered before any implementation proceeds. 1 Overview Under this arrangement, participants will subscribe directly for Growth Shares. These shares confer rights designed so that employees benefit solely from post-acquisition increases in the Company’s value, and only on an IPO, a liquidation, or where more than [ Insert percentage ]% of the Company’s ordinary shares are sold (each, an ' Exit'). Upon an Exit, the Growth Shares entitle holders to a share of the Exit consideration, provided that the price paid to the Company’s shareholders exceeds a...
1 Introduction 1.1 Purpose of this Memorandum The aim of this Memorandum, which we intend to review with the directors [ and other officers ] of the Company at a meeting on [ insert date ] at [ insert time ], is to ensure the directors [ and other officers ] of the Company understand their duties under the City Code on Takeovers and Mergers (the Code) together with other applicable laws and rules arising in relation to any takeover bid by the Company. This Memorandum also provides a concise outline of the legal and regulatory landscape for conducting takeovers in the UK. It is essential that everyone involved has a working knowledge of the issues that could emerge. The Code expressly requires this, and such awareness is beneficial given the tightly regulated nature of takeover transactions. This note does not claim to be...
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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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