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EMPLOYMENT

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

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DISPUTE RESOLUTION

[ 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

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COMMERCIAL

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

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BANKING & FINANCE

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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PRECEDENTS

Company number: [ insert number ] [ insert company name ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (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 ] 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 attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)...

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PRECEDENTS

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes recording a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR Ltd ] (the Company) Location: [ insert place of meeting ] On: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of any directors present, whether physically or by any remote means (unless such means are specifically excluded by the company’s articles of association) ] [ by [ insert means of attendance for each director attending remotely ] ] In attendance [ [ Insert name of anyone in attendance, whether physically or by any remote means, who does not count towards the quorum for the meeting (eg the company secretary, any legal...

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PRECEDENTS

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should obtain immediately your own personal, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly 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 and appropriately duly authorised independent financial adviser. If you have sold, sell or otherwise transferred all of your Shares (other than pursuant to the Offer), please promptly forward this document together with any accompanying materials (but not any personalised Form of Acceptance) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward delivery to the purchaser or...

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PRECEDENTS

Director's Questionnaire Private and confidential — [ Insert company name ] (the Company) For completion by [ insert date ]. Introduction This questionnaire is issued in connection with the proposed application for the admission of the issued [ and to be issued ] ordinary shares of [ insert nominal amount ] each in the capital of the Company (the Ordinary Shares) to trading on AIM, a market operated by the London Stock Exchange ( LSE) (the Admission) [ and the placing of [ insert amount ] Ordinary Shares (the Placing) ]. This is a material document; answer every question accurately and without omission. Provide comprehensive responses. If the space provided is insufficient, continue on a separate sheet, duly signed, dated and attached to this questionnaire. Where a question can be answered negatively, state ‘ No’. Do not leave any section incomplete. For the purposes of this...

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PRECEDENTS

[ insert name of offeror ] [ PLC OR Limited ] Minutes of 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 day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Present [ Insert names of 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 ] (representative of [ name of financial adviser ], the Company’s financial advisers (the Bank )) [ Insert name ]...

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PRECEDENTS

Retention deed—private M& A—share purchase—bank as retention agent This Deed 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); [ 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); [ Insert name of bank acting as retention agent ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] whose registered office is at [ insert address ] (the...

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PRECEDENTS

To: [ name of offeror ] (the Company) and its other directors [ name of financial adviser ] (the Bank ) Proposed takeover offer for [ insert name of offeree ] (the Offeree ) I, the undersigned, being a director of the Company, acknowledge that, in relation to the offer [ to be ] made by the Company for [ all ] the issued [ and to be issued ] [ ordinary ] [ and preference ] share capital of the Offeree [ (such offer to be implemented by means of a scheme of arrangement ( Scheme ) of the Company) ] (the [ Offer OR Acquisition ]): [ the Company may issue or publish, or procure the issue or publication of (amongst other things): ...

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PRECEDENTS

Headed notepaper of seller/assignor To: [ Insert name and address of contractual counterparty ] [ Insert date ] Dear [ insert contact name at contractual counterparty ], Request for consent to assignment of contract We make reference to the agreement dated [ insert date ] between [ insert name of seller/assignor ] and [ insert name of contractual counterparty ], pertaining to [ insert details of contract ] (the Contract )......

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PRECEDENTS

Auction sale process letter—private M& A Letterhead of corporate finance advisors [ Insert name of recipient ][ Insert address of recipient ][ insert date ] Dear [ insert name ] Sale of [ Insert name of company or business ] (target) We attach copy number [ insert number ] of a confidential information memorandum ( Information Memorandum ) relating to the Target for your review and consideration. The Information Memorandum is furnished to you in commercial confidence and pursuant to the confidentiality [ letter OR agreement ] you executed on [ insert date ], a duplicate of which is enclosed as well. The Information Memorandum has been, or will be, distributed to a limited selection of other parties, each of whom will be subject to equivalent confidentiality obligations. The intention of the Information Memorandum is to enable you, and those other parties, to determine whether to commence...

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PRECEDENTS

[ Letterhead of offeror’s financial adviser ] The Directors [ Insert name of offeree’s financial adviser ] [ Insert address ] [ insert date ] Dear Directors Rule 21.3 of the City Code on Takeovers and Mergers In our capacity as financial advisers to [ insert name of offeror or potential offeror ] (the Company), we hereby contact you in accordance with Rule 21.3 of the City Code on Takeovers and Mergers ( Rule 21.3)......

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PRECEDENTS

Company registration: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes recording a meeting of the board of directors (the Meeting) of [ 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 ] 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 attendance, who does not count...

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PRECEDENTS

Ordinary resolution: 1 That, for the purposes of section 366 of the Companies Act 2006, the Company [and all companies that are its subsidiaries at any time during the period for which this resolution has effect] be authorised to: 1.1 [ make political donations to political parties or to independent election candidates (as those terms are defined in sections 363 and 364 of the Companies Act 2006) not exceeding £[insert figure] in aggregate ] 1.2 make political donations to political organisations other than political parties (as those terms are defined in sections 363 and 364 of the Companies Act 2006) up to a maximum of £[insert figure] in aggregate; and 1.3 incur political expenditure (as defined in section 365 of the Companies Act 2006) not exceeding £[insert figure] in aggregate, during the period commencing on the date this resolution is passed and ending at the...

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PRECEDENTS

[ Letterhead of offeror ] To: [ insert name and address of shareholder ][ insert date ] Dear Shareholder Offer by [ insert name of offeror ] (the Offeror ) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each ( ordinary shares ) in [ insert name of offeree ] PLC (the Company ) [ (other than those already owned by the Offeror) ] (the Offer ) Please refer to the offer document dated [ insert date ] (the Offer Document ), through which we set out our proposal to purchase the entire issued [ and to be issued ] ordinary share capital of the Company [ (other than shares already owned by the Offeror) ]. As you will be aware, the Offer was made unconditional on [ insert date ] [ , and closed on [...

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PRECEDENTS

[ Letterhead of offeror ] To: [ insert name and address of shareholder ] [ insert date ] Dear Shareholder Offer by [ insert name of offeror ] (the Offeror) to acquire [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert value ]p each (ordinary shares) of [ insert name of offeree ] PLC (the Company) [ (other than those already owned by the Offeror) ] (the Offer). We write with reference to the offer document dated [ insert date ] (the Offer Document), in which we set out our proposal to purchase all the issued [ and to be issued ] ordinary share capital of the Company [ (other than shares already owned by the Offeror) ]. As you may know, the Offer was declared unconditional on [ insert date ] [ , and closed on [ insert date ] ]......

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PRECEDENTS

[ insert name of offeror ] [ PLC OR LIMITED ] Minutes for a meeting of [ a committee of ] the board of directors of [ insert full name of offeror ] (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) 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 ] (representative of [ financial adviser ] (the Bank)) ] [ [ Insert names of others in...

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PRECEDENTS

The timetable below is illustrative; no deadlines are set by statute. If the company advancing the plan is a regulated entity, the regulator’s rules on when creditors must be notified will shape the schedule. The regulator will also wish to review the proposals and documents, further affecting timing (for relevant factors, see Practice Note: Schemes of arrangement for FCA regulated companies). In addition, where many intermediaries stand between the company and the ultimate beneficial holders of the debt, extra time may be needed for documents to pass through intermediaries and clearing systems, and for creditors to consider the scheme. Date Action From 98 days before the convening hearing Draft the scheme of arrangement, explanatory statement, and proxy form (see Precedents: Scheme of arrangement, Explanatory statement, Form of proxy) Compile a complete list of creditors with contact addresses Where current addresses are...

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PRECEDENTS

This Deed is dated [ insert date ] Parties [ insert assignor name ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert registered office ] ( Assignor); [ insert assignee name ], a company registered in [ England and Wales ] with company number [ insert company number ], whose registered office is at [ insert registered office ] ( Assignee). Background Assignor [ insert the Assignor’s status or the background the relevant transaction ] Subject to the rights and encumbrances described in Schedule 7 to this Deed, the Assignor holds the Intellectual Property Rights [ Under an agreement dated [ insert date of main agreement ] (‘the Main Agreement’), the Assignor has agreed to transfer the Intellectual Property Rights to the Assignee in line with the...

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PRECEDENTS

This Agreement is dated [ insert date ] (the Commencement Date) and is entered into by the following (each a ‘party’ and together the ‘parties’): Parties [ insert licensor name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensor); and [ insert licensee name ], a company incorporated in England and Wales with registered number [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensee). Background ( A) [ The Licensor has entered into an agreement with the Licensee [ dated [ insert date ] ] for the sale of [ the [ insert name ] business AND/ OR certain business assets ] by the Licensor as seller to the Licensee as buyer OR [ insert other...

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PRECEDENTS

Parties This Agreement is dated [ insert date ] (the Commencement Date) and is entered into by the following (each a ‘party’ and together the ‘parties’): [ insert licensor name ], a company incorporated in [ England and Wales ], whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensor); and [ insert licensee name ], a company incorporated in [ England and Wales ], whose registered number is [ insert company number ] and whose registered office is at [ insert registered office ] (the Licensee). Background [ Licensor has entered into an agreement with Licensee [ dated [ insert date ] ] for the sale of [ the [ insert name ] business AND/ OR certain business assets by Licensor as seller to Licensee as buyer ] OR [...

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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...

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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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