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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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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)......
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)......
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)......
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)......
Environmental Targets for a Limited Partnership Agreement ( Stella & Flora’s Clause) ( The Chancery Lane Project) This provision sets out changes and supplements to the ILPA model Limited Partnership Agreement, enabling ESG matters to be examined, surfaced and factored into investment and valuation choices. Through these amendments and additions to the standard form, ESG issues can be investigated, raised and integrated into both investment analysis and pricing decisions. The Chancery Lane Project ( TCLP) created these sustainability terms as ‘ Stella & Flora’s Clause’, with links available on TCLP’s site below. For comprehensive direction on environmental targets within a Limited Partnership Agreement, please consult TCLP’s published clause. Please rely on TCLP’s clause for detail. TCLP is the code name for a concentrated, collaborative initiative of lawyers globally, creating contracts and template legislation to combat climate change. For further details, visit:...
1. Definitions and interpretation Insert the following as additional definitions into clause 1 of the Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form. Consideration Shares means the Ordinary Shares to be allotted and issued to the Seller under clause [ 3 OR [ insert clause number for consideration clause ] ] [ and any shares arising from a capitalisation, sub-division or consolidation of the shares by the Buyer prior to Completion ]; Ordinary Shares means the ordinary shares of £[ insert number ] each in the capital of the Buyer; [ and ] Delete clause 3 of the Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form and replace it with the clause set out below. 3. Consideration 3.1 The consideration payable for the Sale Shares shall be £[ insert amount ] and will be discharged as follows: 3.1.1 the sum of £[ insert amount ] shall be paid in cash on...
DISAPPLICATION OR MODIFICATION OF PRE- EMPTION RIGHTS— ALLOTMENT OF EQUITY SECURITIES GENERALLY 1 [ Without affecting the article [ insert cross-reference to any article disapplying or varying the statutory pre-emption rights in accordance with CA 2006, s 569 ] ] [ , in OR In ] pursuant to sections 570 and 573 of......
DISAPPLICATION OR MODIFICATION OF PRE- EMPTION RIGHTS— ALLOTMENT OF EQUITY SECURITIES OF THE SAME CLASS AS THE COMPANY’ S EXISTING CLASS OF SHARES 1 In line with section 569 of the Companies Act 2006, the Company’s directors are empowered to allot equity securities (as that term is defined in the Companies Act 2006) of the same class as the Company’s existing class of shares for cash, as if section 561 of the Companies Act 2006 [ did not apply to any such allotment OR applied to any such allotment with such amendments as the directors may decide ]......
Memorandum prepared by [ Name of Firm ] for the directors of [ insert company name ] (the Company) providing guidance on annual environmental reporting obligations and disclosures 1 Scope This memorandum sets out the principal environmental disclosures the Company must present in its annual report and accounts. It reviews and explains the Companies Act 2006 ( CA 2006) obligation to provide climate-related disclosures in line with the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD), the need to state greenhouse gas ( GHG) emissions, energy consumption and actions to improve energy efficiency under the Streamlined Energy and Carbon Reporting ( SECR) regime, and other environmental legislation [ , as well as relevant principles and provisions within the QCA Corporate Governance Code ( QCA Code) and the Wates Corporate Governance Principles for Large Private Companies ( Wates Principles) ]. It also offers...
Memorandum prepared by [ Name of Firm ] For the directors of [ insert company name ] (the Company) advising on annual environmental reporting 1 Scope This memorandum outlines the principal environmental disclosures the Company must include within its annual report and accounts. It addresses the UK Listing Rule and Companies Act 2006 ( CA 2006 ) obligations to present climate-related information consistent with the recommendations of the Task Force on Climate-related Financial Disclosures ( TCFD ). It also covers the duty to disclose greenhouse gas ( GHG ) emissions, energy consumption and measures to improve energy efficiency under the Streamlined Energy and Carbon Reporting ( SECR ) framework, together with other environmental legislation [ , and relevant principles and provisions from the UK Corporate Governance Code ( UKCG Code ) ] . In addition, it provides practical guidance to assist companies in...
Stop press: The Data ( Use and Access) Act 2025 ( Commencement No 6 and Transitional and Saving Provisions) Regulations 2026, SI 2026/82 commence the outstanding provisions of the Data ( Use and Access) Act 2025 ( DUAA 2025). Rules on subject access requests, legitimate interests, purpose limitation, automated decision-making, cross-border transfers and enforcement apply from 5 February 2026, while those concerning penalty notices and complaints take effect from 19 June 2026. For further detail, see Practice Note: Data ( Use and Access) Act 2025—employment implications. This Precedent will shortly be revised to reflect these amendments and to take account of these changes. Accordingly, the remaining parts of DUAA 2025 are brought into effect. [ To be produced on Company letterhead, stating the company number ] Private & Confidential [ Insert name and address of Chair ] [ Insert date ] Dear [ enter name ], [ insert name of...
Date provision Substitute the date clause in the share purchase agreement ( SPA) with the following updated wording to read: This Agreement is delivered on [ insert day and month ] 20[ insert year ] Recitals Recital ( B) Remove ‘legal and beneficial’ from Recital ( B) entirely. Definitions Revise the following existing definitions set out in clause 1 ( Definitions and interpretation) of the relevant precedent SPA (where used in the SPA): Definition of ‘ Business’ Replace ‘the City of London’ with ‘[ Edinburgh OR Glasgow OR Aberdeen ]’ instead. Definition of ‘ CRTP’ Replace the definition of ‘ CRTP’ with the following new definition: CTPRS means Contract ( Third Party Rights) ( Scotland) Act 2017; Definition of ‘ Encumbrance’ Delete ‘assignment’ immediately preceding ‘right of first refusal’, as Scots law uses assignation rather than assignment. Delete ‘legal or equitable’ immediately preceding ‘third party right’, as Scots law does not...
Insert the following as a new definition (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Warranties means the warranties [ and representations ] set out in Schedule [ insert number ], and Warranty denotes any one of them; 1 Termination of this Agreement by the Buyer 1.1 In addition to any entitlement of the Buyer to recover damages for a breach of Warranty, the Buyer may terminate or rescind this Agreement (as applicable) at any time with immediate effect by written notice to the Seller if, between the date of this Agreement and Completion: 1.1.1 the Seller is in breach of clauses [ insert number ] to (and including) [ insert number ]; 1.1.2 [ the Seller is in [ material ] breach of any of the Warranties or would be in [...
Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed — means [ wholly, ] fairly [ and precisely ] disclosed [ (specifically relating to the subject of the Warranty and without leaving out any fact that could make the Warranty, and the disclosure, untrue, inaccurate or misleading) ] [ in a way and with such detail as to permit a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances OR with adequate detail to enable a buyer to recognise the nature and extent of the matter disclosed ] ; Warranties • ......
Add the following as additional definitions (where not already present) within the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed means [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] in such a way, and with such detail, as to enable a buyer to make a clear, informed and accurate assessment of the relevant facts, matters or circumstances; Warranties means the warranties [ and representations ] set out in Schedule [ insert number ] and Warranty means any one of them; Warranty Claim means a claim (for damages, compensation or any other relief) by the Buyer under any Warranty in respect of any event, matter or...
Insert the following as new definitions (if not already included) in the definitions and interpretation clause of the share purchase agreement: 1 Definitions and interpretation Fairly Disclosed • means information [ fully, fairly and accurately ] disclosed [ (relating specifically to the subject matter of the Warranty and without omitting any fact which may render the Warranty and the matter disclosed untrue, inaccurate and misleading) ] and presented with sufficient clarity and detail to allow a buyer to reach a clear, informed and accurate evaluation of the relevant facts, matters or circumstances concerned; Losses • means any and all liabilities, costs, outgoings (including legal expenses), claims, actions, proceedings, damages, fines, penalties, loss of profit [ and Consequential Loss ]; Tax Warranties • denotes the warranties [ and representations ] contained in paragraph [ insert number ] of Schedule [ insert number ], and Tax...
This Agreement is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of company in administration ] (in administration), being a company incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], and having its registered office at [ insert address ] (the Seller), acting through its [ joint ] Administrator(s) [ Insert name of administrator(s) ] of [ insert name of firm ], whose registered office is at [ insert address of firm ] (the Administrator(s)) [ insert name of purchasing corporate entity ], a company duly incorporated in [ England and Wales OR [ insert country of incorporation ] ], with registered number [ insert company number ], and with its registered office address at [ insert address ] (the...
This material and information must not be released, published or distributed, in whole or in part, directly or indirectly, in, into or from any jurisdiction where doing so would contravene the applicable laws or regulations of that jurisdiction. The new offeror shares to be issued under the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under any relevant securities laws in Canada, Australia or Japan......
Not for release, publication, or dissemination (whether in whole or in part, directly or indirectly) in, into, or from any jurisdiction where such action would breach the relevant laws or regulations of that jurisdiction. [ insert date ] For immediate release Recommended [cash] offer (the Offer) for [ Insert name of offeree ] PLC by [ Insert name of offeror ] Court sanction of scheme of arrangement On [ insert date of Rule 2.7 announcement ], the boards of [ insert full name of Offeree ] ([ Offeree ]) and [ insert full name of Offeror ] ([ Offeror ]) confirmed, in accordance with Rule 2.7 of the City Code on Takeovers and Mergers (the Code), that they had agreed the terms of a recommended [ cash ] offer by [ Offeror ] to purchase the entire issued and to be issued ordinary share capital of [...
Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any new offeror shares issued pursuant to the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under any relevant securities laws in Canada, Australia, or Japan whatsoever......
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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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