Legal Precedents

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RISK & COMPLIANCE

Legal professional privilege (LPP) is a core legal protection that permits [ insert organisation’s name ] to resist producing evidence to a third party or the court. It enables the organisation to seek expert legal guidance, setting out all pertinent facts to our legal advisers without concern that they will later be revealed and used against us. This short guide sets out what legal professional privilege (LPP) is and how we can best preserve it. 1 What is legal professional privilege? LPP is an umbrella term covering: legal advice privilege (LAP) litigation privilege LPP safeguards the confidentiality of written and verbal communications between lawyers and clients. It is a fundamental entitlement, allowing a party to withhold material from disclosure to any third party or a court. Legal advice privilege Legal advice privilege applies to all confidential communications between a client and their lawyer made for the

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RISK & COMPLIANCE

Please click to access the Precedent. Please note this register has been created in Excel, and therefore it cannot be downloaded into Word. For detailed guidance on completing a legal risk register, see Practice Note: How to create a legal risk register. However, a concise summary is set out briefly below. What is a legal risk register? A legal risk register is a means of gathering and overseeing all legal risk information in a single location. To produce an effective and reliable register, you must first determine the legal risks your organisation encounters. Understanding your organisation’s risk appetite is also highly advantageous. The register then lets you classify each risk appropriately, assign a score to it, and choose mitigation measures and actions. Separate Precedents exist for a general risk register and for a privacy risk register-see Precedents: Risk register and Privacy risk

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BANKING & FINANCE

[ To be printed on the headed paper of the lender’s lawyers ] To: [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] [ Matter name/reference ] We have served as English law counsel to [ insert name of lender ] (the Lender) in relation to the provision of finance to [ insert name of borrower, company number and registered office ] (the Borrower) comprising a [ term loan and revolving credit facility ] [ describe facilities ] of £[ insert amount ] (the Transaction), and to the negotiation, drafting, execution and completion of the documents specified in Schedule 1 (Documents examined), Paragraph 1 (Opinion Document) (the Opinion Document). We deliver this opinion letter to you, the Lender, pursuant to [ Schedule 2 ] (Conditions Precedent) of the facility agreement between the Lender and the Borrower dated [ insert date ]

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BANKING & FINANCE

[ Headed notepaper of law firm issuing the opinion ] [ insert name and address of Lender ] [ insert date ] Dear [ insert name of Lender ] Facility Agreement dated [ insert date ] made between [ insert name of lender ] (the Lender) and [ insert name of borrower ] (the Borrower) (the Facility Agreement) We refer to clause [ insert number of clause which requires delivery of legal opinion ] of the Facility Agreement, which requires the delivery of a legal opinion. This opinion is provided in satisfaction of that requirement. Unless expressly defined in this opinion, terms defined in the Facility Agreement carry the same meanings when used herein. This opinion is governed by English law and is subject to the exclusive jurisdiction of the courts of England. 1 Background 1.1 This opinion concerns the English law aspects of a transaction (the

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PRECEDENTS

1 Establishment of independent audit function The Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692 oblige organisations within scope of the MLR 2017 to implement an independent audit function where appropriate, with due regard to the size and nature of their business. Considering the organisation’s size, operations and the findings of its money laundering, terrorist financing and proliferation financing risk assessment, [ insert, eg the board ] has formally resolved to institute and maintain an independent internal audit function for [ insert name of organisation ]. This document outlines the purpose, scope, activities, duties and responsibilities of the organisation’s independent audit function. 2 Governance and reporting lines 2.1 The independent audit function will be headed by [ insert name of head of audit function ], who will report directly to [ insert, eg the board ]....

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PRECEDENTS

The purpose of the claim form A claim form initiates proceedings. It sets out information relevant to the case, including: the court reference number to be used on all subsequent court documents; the parties to the proceedings; what is being claimed; particulars of the claim (including any claim for interest); and contact details for the claimant, typically the claimant’s solicitor. Guidance on the contents of a claim form in general is available in the Practice Note: Claim form—the contents. This Precedent includes suggested text for use where the claim concerns trade mark infringement and/or passing off. The form provides direction on the particular points that should be considered when completing a claim form for use in such proceedings. The attached N1 claim form is provided as an example only. We recommend that practitioners download the latest N1 claim form in PDF from the official source for...

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PRECEDENTS

1 Introduction 1.1 Despite concerted attempts to stamp it out, tax evasion continues to be a significant problem across global commerce. 1.2 Where it happens, it harms societies profoundly, channelling funds and resources away from those in greatest need and stalling economic and social progress. 1.3 As a UK organisation, we are impacted when criminal facilitation of tax evasion occurs anywhere within our business [ es ]. 1.4 We conduct our business [ es ] with integrity, acting honestly and ethically. Everyone must collaborate so that [ it OR they ] remain [ s ] free from any facilitation of tax evasion. 1.5 This policy is central to that commitment and is fully endorsed by the [ insert senior management body, eg Board ]. It explains the actions we must all take to stop the...

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PRECEDENTS

1 General information Report date [ Insert date]; last report [ Insert date]; Submitted by [ Insert name and role, e.g. nominated officer]. 2 Action points arising from last report Action point [ Action point] — Person responsible [ Identify person] — Status [ Status]. 3 Executive summary This report covers: business operations; our tax evasion facilitation prevention systems and controls; and key conclusions and recommendations. 4 Summary of business operations [ Outline business activities for the period, note any changes in services/products or client groups, and whether these affected prevention procedures.] 5 Evaluation of tax evasion facilitation prevention procedures [ Organisation name] maintains measures to prevent the facilitation of tax evasion, including: risk assessment; policies and procedures; channels to report concerns; and a staff training and awareness programme. 6 Conclusions [ Are policies and procedures adequate and proportionate, and have they been properly monitored and reviewed? Summarise any system control...

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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...

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PRECEDENTS

1 General information Review date: [ Insert date ] Person(s) overseeing the review: [ Insert name(s) ] 2 Data Criteria During the previous 12 months: Total internal notifications of suspected facilitation of tax evasion, if any: [ Insert number ] Total confirmed occurrences of facilitation of tax evasion: [ Insert number ] Total cases of confirmed or suspected facilitation of tax evasion reported to HMRC: [ Insert number ] 3 Review and findings Have you carried out a new risk assessment on the facilitation of tax evasion?......

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PRECEDENTS

date [ date ] Parties [ name of Seller, i.e. the mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office situated at ] [ address ] ( Seller ) [ name of (first) Buyer ] [ and [ name of second Buyer ] both ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office situated at ] [ address ] ( [ together ] Buyer ) 1 Definitions In this Agreement, the following terms shall have these meanings: Actual Completion Date – the day on which the Transfer is actually finalised; Buyer’s Solicitors – [ name ] of [ address ] (reference: [ details ]); [ Charge[ s ] – the charge[ s ] shown at entry [ number ] [ and [ number ] ] in the charges register of title number [...

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PRECEDENTS

date [ date ] Parties [ name of Seller ], in administrative receivership [ and also in liquidation ], incorporated in England and Wales (company registration number [ number ]), whose registered office is at [ address ] ( Seller), acting through [ any one of ] its [ joint ] administrative receiver[s], [ name of (first) receiver ] ( Insolvency Practitioner) [ of [ address ] OR [ and [ name of joint administrator ] ( Insolvency Practitioner) [ both ] of [ address ] ] ] ( Receiver[s]) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Buyer) 1...

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PRECEDENTS

date [ date ] Parties [ name of Seller ] (in liquidation), a company incorporated in England and Wales (company registration number [ number ]) with its registered office at [ address ] (the Seller), acting through [ any one of ] its [ joint ] liquidator[ s ], namely [ name of (first) liquidator ], Insolvency Practitioner [ of [ address ] OR [ and [ name of joint administrator ], Insolvency Practitioner, [ both ] of [ address ] ] ] (the Liquidator[ s ])... [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (the Buyer)......

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PRECEDENTS

date [ date ] Parties [ name of Seller ] (being in [ liquidation OR administration OR ]) incorporated in England and Wales (company registration number [ number ]), whose registered office is at [ address ] (the Seller), acting by [ any one of ] the [ joint ] receiver[s] of the Property, namely [ name of (first) receiver ] [ of [ address ] OR [ and [ name of joint receiver ] ( Insolvency Practitioner) [ both ] of [ address ] ] ] (the Receiver[s]). [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] (the Buyer). 1 Definitions In this Agreement, the following...

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PRECEDENTS

date [ date ] Parties [ name of Seller ] in administration, a company incorporated in England and Wales (company registration number [ number ]) with its registered office at [ address ] ( Seller), represented by [ any one of ] its [ joint ] administrator [ s ], [ name of (first) administrator ] ( Insolvency Practitioner) [ of [ address ] OR [ and [ name of joint administrator ] ( Insolvency Practitioner) [ both ] of [ address ] ] ] ( Administrator [ s ]) [ name of Buyer ] [ of OR a company incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] [ and whose address for service in England and Wales is [ address ] ] ( Buyer) 1...

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PRECEDENTS

1 Nominated officer details Organisation name: [ Insert name ] Name of nominated officer: [ Insert name ] Reports to: [ Insert name ] Full time/part time: ☐ Full-time ☐ Part-time Details of any additional positions within the organisation: [ Insert details ] Date appointed by the organisation: [ Insert date ] 2 Role summary Serve as the nominated officer, designated in line with the Money Laundering Regulations 2017 ( MLR 2017) for [ name of organisation ]. Receive and assess internal suspicious activity reports ( SARs), and judge whether they amount to knowledge or suspicion (or reasonable grounds for either) that someone is involved in money laundering, terrorist financing, or proliferation financing. Determine if a disclosure should be made to the National Crime Agency ( NCA), submit external SARs when required, and act as the...

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PRECEDENTS

This Agreement is entered into on [ date ]. Parties [ Proprietor’s name ] of [ insert address ] (the Proprietor); and [ Publisher name ], a company registered in England and Wales with registration number [ insert company number ] and with its registered office at [ insert registered office ] (the Publisher)......

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PRECEDENTS

This Agreement bears the date [ insert date ] as below. Parties The parties are: [ insert name of assignor ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is located at ] [ insert address ] ( Assignor); [ insert name of assignee ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ], whose registered office is located at ] [ insert address ] ( Assignee). Each of the Assignor and the Assignee is a party and, together, the Assignor and the Assignee are the parties herein. Background ( A) The Assignor is the [ registered proprietor AND/ OR applicant AND/ OR owner ] of specified Designs (as defined below). ( B) The Assignee is [ insert...

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PRECEDENTS

This Deed is dated [ insert date ] Parties [ insert name of assignor ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Assignor); and [ insert name of assignee ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at ] [ insert address ] (the Assignee). Each of the Assignor and the Assignee is a party, and together the Assignor and the Assignee are the parties. Background The Assignor is the [ registered proprietor AND/ OR applicant ] of certain Designs (as defined below). The Assignee is [ insert description of the Assignee’s background/background to assignment or relevant transaction ]. The Assignor agrees to transfer its rights in the Designs [ and the Design...

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PRECEDENTS

Precedent report This Precedent report serves to alert a client, or another area of the business, to anti‑counterfeiting issues and related matters. It may cover detentions by customs authorities pursuant to the simplified procedure set out in Assimilated Regulation ( EU) 608/2013, and detentions by the Chartered Institute of Trading Standards (‘ Trading Standards’) or the police, as well as other discoveries of counterfeit goods. Its aim is to simplify the process of obtaining instructions on whether any detained or discovered good is counterfeit. It is regularly employed to handle relatively low‑value, time‑sensitive detentions or discoveries in practice......

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PRECEDENTS

In respect of the Housing Grants, Construction and Regeneration Act 1996, and in respect of an adjudication before [ Name of Adjudicator ] between [ Name of party 1 ], the Referring Party, and [ Name of party 2 ], the Responding Party Referral notice Introduction In accordance with the Notice of Adjudication dated [ date ], this document serves as the Referring Party’s Referral Notice. This Referral Notice is issued with a Bundle that contains a timeline of events alongside pertinent documents: 2.1 chronology of relevant events at tab [ insert ] 2.2 [ insert ] at tab [ insert ] 2.3 [ insert ] at tab [ insert ] The Parties 3 The Referring Party is [ Full Name of...

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PRECEDENTS

Introduction The Criminal Finances Act 2017 ( CFA 2017), effective in the UK since 2017, establishes a corporate offence for failing to stop the criminal facilitation of tax evasion. Tax evasion means unlawfully not paying, or paying less than, the taxes due. It commonly occurs through non-declaration or false declaration of liabilities to the appropriate tax authority. Tax evasion is a criminal offence. Responsibility may arise for an individual, for example in respect of income tax or VAT, or for a corporate body, for instance regarding corporation tax. Enclosed, for your review and approval, is a [ n updated ] [ Group ] policy on preventing the facilitation of tax evasion. This policy, which covers all of our businesses, opens with a brief message from [ insert name of relevant individual ] underlining its significance and calling for the personal commitment of every member of staff to put it...

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PRECEDENTS

[ Insert organisation name ] is deeply proud of how we run our affairs. Our Code of ethics sets out the principles and rules by which we work. It covers everyone. Please ensure you read the Code, grasp its meaning and rely on it to steer your duties. If you have queries about the Code or how it applies, please contact [ insert contact details ]. [ Insert organisation name ] maintains absolute zero tolerance for the criminal facilitation of tax evasion......

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When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

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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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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 ...

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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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