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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. ...
Most recent Precedents
[ insert name of award holder ] [ insert address ] [ insert postcode ] [ insert date ] Dear [ insert name of award holder ], [ insert name of plan ] Long Term Incentive Plan: effect of recent rights issue on your LTIP award[s] 1 Introduction On [ insert date ], [ insert name of company ] (the Company) invited all of its shareholders to take up an offer to subscribe for additional Company shares. Under this rights issue, shareholders could apply for [ insert number ] new shares for every [ insert number ] shares they already owned. The subscription price was set at [ insert currency and amount ] per new share, representing an approximate discount of [ insert currency and amount ] to the market price on [ insert date ]. [ Further details about the rights issue are provided in the enclosed copy of the...
1 Details of Awards As at the Termination Date, you retain awards granted in respect of shares of [ [ the Company ] OR [ name of parent company ] OR under [ the Company ] OR [ name of parent company ] ] under the employee share plan[s], as follows: [ an option over [ number and class ] shares pursuant to the [ name of share option plan ] (the Share Option Plan), granted to you on [ date ], and exercisable at [ exercise price ] per share (the Option); ] [ an award of [ number and class ] shares under the [ name of share plan ] (the Share Award Plan), granted to you on [ date ] (the Award); and ] [ insert details of any other option or awards ]. 2 Awards remaining subject to Plan rules You...
Parties This Agreement is made on [ date ] between the following parties as set out below: [ name of employer ] [ Limited OR Plc ], a company incorporated in [ England and Wales ] (registered number [ registered number ]), whose registered office is at [ registered office address ] (the Company); and [ name of executive ] of [ address of executive ] (the Executive). Together they are referred to as Parties. Background The Company and the Executive are parties to the [ Employment Agreement OR Bonus Agreement ] (as defined below), under which the Executive may receive a discretionary annual bonus. The Executive has received a conditional award of the Bonus (as defined below) for [ insert relevant year/performance period ]. The Company and the Executive intend to enter into this Agreement to describe the...
1 Should the [ Board OR Remuneration Committee ], at any point in time within [ three ] years from the date a bonus has been paid to you, in its sole and absolute discretion conclude that any event set out in sub-clauses 1.1 to 1.4 of this clause has arisen, it may demand that you repay some or all of the pertinent bonus payment (irrespective of whether you remain in employment with the Company or any other Group Company), with such repayment to be carried out strictly in line with clause 2: 1.1 [ the Company or any other Group Company being required to materially restate all or part of its financial statements OR your gross negligence, fraud, dishonesty or other misconduct having caused or helped to cause the Company or any other Group Company to materially restate all or part of its...
[ insert date of letter ] [ insert name of employee ] [ insert address of employee ] Dear [ insert name of employee ] [ insert name of Company ] ( Company ) Option to be granted under the [ insert name of unapproved share option scheme ] ( Scheme ) I am pleased to inform you that the directors of the Company have authorised the award of an option to you under the Scheme ( Option ). Enclosed is a copy of the Scheme rules and the option agreement, both of which must be signed by you and the Company for the Option grant to take effect......
This Agreement is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of Company whose shares are being granted under option ] ( Company) [ insert name of Option Holder ] ( Option Holder) [ [ insert name of Grantor (if different from Company) ] ( Grantor) ] BACKGROUND [ As at the date of this Agreement, the Company has agreed to grant the Option Holder an Option to acquire Shares on the terms set out in this Agreement and in line with the rules of the [ insert name of unapproved option plan ] ( Rules). OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder is to be granted an Option to acquire Shares on the terms stated in this...
[ insert date of letter ] [ insert name of employee ] [ insert address of employee ] Dear [ insert name of employee ] [ insert name of Company ] ( Company ) I am pleased to inform you that the directors of the Company have authorised the award to you of an unapproved share option ( Option ). I attach a copy of the option agreement, which must be executed by you and the Company for the grant of the Option to take effect......
FORTHCOMING CHANGE: Following a 2020 call for evidence and a 2021 response, and after review by the relevant HMRC–industry working group plus a 2023 consultation, the government stated in a consultation outcome on 28 April 2025 that, from 2027, it plans to replace stamp duty and SDRT with a single self-assessed stamp tax on securities, broadly reflecting the proposals in the 2023 consultation document. Budget 2025, announced on 26 November 2025, also confirmed that this unified tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) via a new online portal. For more details, see: News Analyses: Tax update spring 2025— Stamp taxes on shares modernisation Tax update spring 2025— Tax analysis— Stamp and transfer taxes TAMD 2023— Stamp taxes on shares modernisation TAMD...
Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the entire issued share capital of [ insert name of target company ], a company incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). It is provided to enable the Buyer, the Buyer’s solicitors and other professional advisers engaged on the Proposed Acquisition to gather the information the Buyer needs regarding the Company’s share award scheme(s), to inform the Company’s valuation and to appraise the risks relating to those share award scheme(s). Answer every question in full. Set your responses in italics immediately beneath each question. Supply copies of all relevant documents, clearly cross‑referenced to the appropriate paragraph of this...
1 Seller Share Options 1.1 This provision shall apply in connection with the Seller’s receipt of a valid notice of exercise issued by any Transferring Employee and relating to any option or options granted under any share incentive scheme run by the Seller or any member of the Seller’s Group (the Exercise)......
Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] (the Buyer) of all issued share capital in [ insert name of target company ], incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert seller name ] (the Seller) (the Proposed Acquisition). It is intended to assist the Buyer, the Buyer’s solicitors and other professional advisers engaged on the Proposed Acquisition in gathering the information the Buyer needs regarding the Company’s or its Group’s employee benefit trust(s) ( EBTs), so as to support the valuation of the Company and the appraisal of risks connected with the Company’s EBT(s) (including any employee ownership trusts ( EOTs)). Kindly respond to every question in full and without omission. Set out your replies in italics directly beneath each question and supply copies of all...
That: the [ insert name of company ] plc [ Savings- Related OR Save- As- You- Earn OR Sharesave ] Share Option Scheme (the Scheme), in the form of the Scheme rules available for inspection before and during the meeting, the key terms of which are set out in a circular to shareholders dated [ insert date ], be approved; and the directors be authorised to: take all steps required to adopt and implement the Scheme; and [ establish further plans derived from the Scheme, adjusted for use in any overseas jurisdictions to reflect local tax, exchange control or securities laws, on the basis that any ordinary shares made available under any such plans are counted towards any limits on individual or overall...
FORTHCOMING CHANGE: On 26 November 2025, as part of Budget 2025, the government announced changes due to commence on 6 April 2026. The EMI gross assets threshold will increase from £30 million to £120 million, the upper limit on full‑time equivalent employees will rise from 250 to 500, and the overall cap on the value of unexercised EMI options that a company or group may have outstanding at any one time will go from £3 million to £6 million. In addition, the maximum EMI exercise period will be extended from 10 to 15 years, and existing EMI options can be amended to adopt this longer exercise period without losing tax advantages, provided such amendments are consistent with the legislation that will form part of Finance Bill 2025–26. Furthermore, with effect from April 2027, the obligation to notify HMRC of the grant of EMI options for them to...
Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] (the Buyer ) of the whole of the issued share capital of [ insert name of target company ], a company incorporated in England and Wales under number [ insert company number ] (the Company ), from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). Its purpose is to equip the Buyer, the Buyer’s solicitors and any other professional advisers engaged on the Proposed Acquisition with the information the Buyer needs about the Company’s statutory tax advantaged share incentive plan(s) ( SIP(s) ) so that it can value the Company and appraise the risks connected with the SIP(s). Kindly respond to every question in full. Place your replies in italics directly below each question and supply copies of all relevant documents, ensuring each answer and...
This Agreement is entered into on [ insert date ] Parties [ Insert name of company in which the shares are to be held ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ], with brief particulars set out in Schedule 1 (the Company); The several persons whose names and addresses are listed in Schedule 2 (together, the Existing Shareholders); and [ Insert name of subscriber ] of [ insert address ] (the Subscriber) (each a Party and together the Parties). Background The Subscriber has agreed to subscribe for Shares on, and subject to, the terms and conditions contained in this Agreement......
Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] (the Buyer) of the whole of the issued share capital of [ insert name of target company ], a company incorporated in England and Wales under number [ insert company number ] (the Company) (the Proposed Acquisition). Its purpose is to equip the Buyer, the Buyer’s solicitors and any other professional advisers engaged on the Proposed Acquisition with the information the Buyer needs about the Company’s sharesave, or save as you earn ( SAYE), arrangement to aid the Company’s valuation and the appraisal of the risks tied to the Company’s SAYE scheme. Kindly answer each question fully and comprehensively. Please set out your responses in italics directly beneath the relevant question, as requested, and supply copies of all supporting documents, where applicable, ensuring that every response and...
Introduction This legal due diligence questionnaire concerns the intended purchase by [ insert buyer name ] (the Buyer) of the whole issued share capital of [ insert name of target company ] incorporated in England and Wales under number [ insert company number ] (the Company) from [ insert sellers names ] (the Sellers) (the Proposed Acquisition). This questionnaire is intended to allow the Buyer, the Buyer's solicitors and other professional advisers engaged on the Proposed Acquisition to collect the information the Buyer needs in relation to the Company’s tax advantaged company share option plan(s) ( CSOP(s)), to support the valuation of the Company and to evaluate the risks associated with the CSOP(s). Please answer every question in full. Provide your responses in italics immediately beneath each question, and supply copies of all relevant documents, ensuring that each answer and each document is clearly marked and...
Introduction This legal due diligence questionnaire pertains to the intended purchase by [ insert buyer name ] (the Buyer) of the entire issued share capital of [ insert name of target company ], incorporated in England and Wales under number [ insert company number ] (the Company), from [ insert sellers names ] (the Sellers) (the Proposed Acquisition). This document is intended to equip the Buyer, the Buyer’s solicitors and other professional advisers engaged in the Proposed Acquisition with the information the Buyer requires in respect of the Company’s enterprise management incentives ( EMI) scheme(s), to aid the valuation of the Company and the appraisal of the risks connected with the Company’s EMI scheme(s). Please answer every question in full. Please provide your responses in italics immediately beneath each question and supply copies of all relevant documentation, ensuring that all responses and...
Archived: This Precedent is for illustrative purposes only as it reflects the position up to 1 December 2016. The facility to issue tax‑favoured employee shareholder shares ( ESS), frequently seen in private equity company arrangements, has now been withdrawn. In the Autumn Statement 2016, the government confirmed that the following ESS-related reliefs would be abolished: the income tax and NICs relief applying to the first £2,000 of employee shareholder shares allotted to an individual the capital gains tax exemption covering some or all of the ESS shares the rule ensuring that, where a company buys back employee shareholder shares from an employee shareholder, the price paid is not treated as a distribution in the shareholder’s hands These withdrawals apply to any employer shareholder agreements entered into on or after 1 December 2016. Nonetheless, any person who obtained independent advice about entering into an...
Archived: The ability to offer tax-favoured employee shareholder shares or ESS (commonly used in private equity company arrangements) has now been removed In the Autumn Statement 2016, the government confirmed that certain ESS-related tax reliefs would be withdrawn. The changes remove: The income tax and NICs relief applying to the first £2,000 of employee shareholder shares an individual receives The capital gains tax exemption in respect of all, or a portion, of ESS shares The provision ensuring that, when a company purchases employee shareholder shares from an employee shareholder, the consideration is not treated as a distribution in the shareholder’s hands The withdrawal of these reliefs applies to any employer shareholder agreements entered into on or after 1 December 2016. However, an individual who had obtained independent advice about entering an employer shareholder agreement before 23 November 2016 could still complete the...
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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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