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
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
[ 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 ]
[ 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
[ Alternative clause for inclusion in sale contract ] 1 Registration Buyer shall: apply promptly to HM Land Registry to be registered proprietor; deal swiftly with any HM Land Registry requisitions; and within [ number ] working days of completing that application, give the Seller official copy register entries showing the Buyer as proprietor. Seller shall promptly notify the Buyer of any notice served on, or proceedings begun against, the Seller relating to the Property after the Actual Completion Date. Until the Buyer’s registration is completed, the Seller, at the Buyer’s request and cost, shall: take reasonable steps to answer notices or proceedings about the Property or Occupational Leases; serve notices and start proceedings required to protect the Buyer’s interest; serve any notice terminating an Occupational Lease; the Buyer shall indemnify the Seller against all resulting liability. [ Alternative clause for inclusion in transfer ] 1 Power of...
Remove and substitute the definition of ‘ Limited Partners’ in clause 1.1 of Precedents: Limited partnership agreement and Limited partnership agreement—private fund limited partnership with the text set out below: Limited Partners refers to those individuals whose names and addresses are recorded in Schedule 1, Part B, who from time to time continue as limited partners of the Limited Partnership, together with any other individuals admitted from time to time as limited partners in accordance with clauses [ 13.2, 13.3 or 14 OR 15.2, 15.3 or 16 ] , and Limited Partner denotes any such individual; Remove and substitute clause 3.4 of Precedents: Limited partnership agreement and Limited partnership agreement—private fund limited partnership with the following: 3.4 Subject to clauses [ 13, 14......
Dear [ insert organisation name ] WITHOUT PREJUDICE SAVE AS TO COSTS This hereby constitutes the Claimant’s proposal, brought under CPR Part 36...
Your Ref: Our Ref: Date: From: [ Insert name of Landlord’s/ Tenant’s Solicitor ] of [ insert address ] To: [ Insert name of Landlord/ Tenant ] of [ insert address ] Dear [ insert organisation name ] [ Insert name of property ] (the ‘ Property’) We act for [ insert name of client ], being the [ Landlord OR Tenant ] of the Property. For service, we enclose a notice in duplicate to bring the lease of the Property to an end. Kindly confirm safe receipt by signing, dating, and returning to us the enclosed duplicate notice. We await your reply. Yours faithfully [ Insert name of firm ]......
Your Ref: Our Ref: Date: From: [ Insert name of Landlord’s/ Tenant’s Solicitor ] of [ insert address ] To: [ Insert name of Landlord’s/ Tenant’s Solicitor ] of [ insert address ] Dear [ insert organisation name ] [ Insert name of property ] (the ‘ Property’) We act on behalf of [ insert name of client ], the [ Landlord OR Tenant ] of the Property. Enclosed for service, and without prejudice to the effectiveness of any and all notices to quit that have been, or may subsequently be, served on [ you OR insert name of other party if the notice was served on another party ], is a duplicate notice intended to determine the lease of the Property. Please confirm receipt by signing, dating, and sending back to us the enclosed counterpart notice. We look forward to your reply. Yours faithfully [ Insert name of firm ]......
Landlord’s Request for Information About Occupation and Sub- Tenancies Section 40(1) of the Landlord and Tenant Act 1954 To: [ insert name and address of tenant ] From: [ insert name and address of landlord ] 1 This notice concerns the following premises: [ insert address or description of premises ] 2 Pursuant to section 40(1) of the Landlord and Tenant Act 1954, I require you to supply information as follows: respond to questions (1) to (3) in the Table below; if your reply to question (2) is “yes”, provide the name and address of the person or persons involved; if your reply to question (3) is “yes”, also answer questions (4) to (10) in the Table below; if your reply to question (8) is “no”, give the sub-tenant’s name and address; if your reply to question (10) is “yes”, provide details of the...
Your Ref: Our Ref: Date: From: [ insert name of landlord’s solicitor ] at [ insert address ] To: [ insert name of tenant or tenant’s solicitor ] at [ insert address ] Dear [ insert organisation name ] [ insert particulars of the lease ] (the ‘ Lease’) relating to [ insert name of property ] (the ‘ Property’) We act on behalf of [ insert name of client ], being [ your landlord OR your client’s landlord ] under the Lease. Please note that [ your OR your client’s ] Lease of the Property is scheduled to end on [ insert date of determination of the contractual term of the lease ]. Kindly arrange for [ you OR your client ] to yield up possession of the Property upon the Lease’s expiry. For the return of the keys, [ Our...
In the Employment Tribunals Case no: [ Insert case number ] Between: [ insert name of claimant ] Claimantand[ insert name of respondent ] Respondent WITNESS STATEMENT OF [ INSERT NAME OF WITNESS ] I, [ insert full name of witness ], of [ insert work or home address of witness ], state as follows: [ INSERT DETAILED NARRATIVE OF THE STATEMENT, CITING PAGE NUMBERS FROM THE AGREED BUNDLE OF DOCUMENTS WHERE RELEVANT ] … … The facts contained in this statement are true to the best of my knowledge and belief. Signed: Dated:[ Insert full name of witness ]......
Signing and Closing Memorandum A Signing and Closing Memorandum is needed to facilitate the orderly completion of a complex deal. This template signing and closing memorandum outlines actions to be undertaken to finalise a commercial mortgage-backed securities ( CMBS) transaction. Further documents or actions might be necessary, subject to the particulars of the transaction in some cases......
This Precedent presentation serves as a practical training resource to help you brief your Response Team Leaders on dawn raids and the key duties they must fulfil should one occur within your organisation......
PRIVATE & CONFIDENTIAL [ insert name and address of client ][ insert date ] Dear [ insert name ] The court has issued directions to both sides, outlining the actions required as your claim advances. The initial step is the exchange of relevant documents through disclosure. I am to prepare, using the prescribed format, a schedule of every document you hold, or have previously held, within your control that relates to any of the issues in your claim. This signed list must be lodged with the court and served on the defendant by [ insert date ]. By the same deadline, the defendant must likewise file with the court and serve upon us a list of all documents the defendant has, or once had, that are pertinent to any issue in your claim. This letter sets out what disclosure entails, the stages involved, and your...
This Precedent Developed to help you keep track of software patches across your organisation, and to record any known or reported issues. Please click now to open the register. Please note this register has been created in Excel format and therefore cannot be downloaded into Word at present......
Signing and Closing Memorandum A Signing and Closing Memorandum is necessary to support the seamless completion of a sophisticated deal. This precedent signing and closing memorandum outlines the actions to be taken to complete a residential mortgage-backed securities ( RMBS ) transaction at closing. Further documents or actions might be needed, subject to the particular transaction......
We conduct our businesses with integrity. We must all act together to keep our businesses free from bribery and corruption. This FAQ, which is central to that aim, sets out how we can achieve our business objectives in a way that aligns with our commitment to prevent bribery and corruption. 1 What are charitable donations? A charitable donation is a contribution made by an individual or a company to a non-profit organisation or charity. A charity is any group of persons or a trust established solely for charitable purposes. Such donations may include cash, access to venues, equipment, employees’ time, or other benefits provided to a charity, or to a person or organisation nominated by or associated with a charity. Most charities are unconnected with politics and hold no decision-making authority or influence over procurement decisions, so the chance that a donation to them is...
‘specimen’ dealing code This Precedent is a memorandum outlining the particulars of the ‘specimen’ dealing code. The specimen dealing code is the outcome of an industry-led development of codes, guidance and best practice prepared by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants, who collectively agreed that it would be of considerable benefit for listed and quoted companies to be able to turn to an equivalent version of the Financial Conduct Authority’s ( FCA) Model Code. As a consequence of the implementation of the Market Abuse Regulation ( EU) No 596/2014 on 3 July 2016, the FCA deleted the Model Code. Companies with a former premium listing of equity shares were required to comply with the Model Code, which restricted persons discharging managerial...
This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities ( PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal...
Written resolution[s] OF [ insert name ] (the Partnership) Circulated on [ insert circulation date ] Pursuant to clause [ insert value ] of the partnership agreement dated [ insert date ], which governs the business of the Partnership, the following resolution [ s ] is proposed to be approved as [ a written OR written ] resolution [ s ] : [ insert text of resolution(s) ] Please review the explanatory notes at the conclusion of this document before confirming your consent to the resolution [ s ]......
Because we may bear responsibility for bribery, the facilitation of tax evasion, and fraud carried out by an agent or intermediary representing us, we need assurance, prior to appointing any agent or intermediary (and for the duration of the relationship), that they will refrain from such conduct or related serious wrongdoing whatsoever. Accordingly, our measures to prevent crime oblige us to perform suitable due diligence concerning any third parties who act for us, to......
[ insert name of partnership ] Record of a partners’ meeting (the Meeting) for [ insert name ] (the Partnership) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ insert name of partner to be Chair ] ( Chair) [ insert names of partners who are physically present ] [ [ insert names of any partners present by telephone as permitted by the partnership agreement ] (by telephone) ] [ [ insert names of any partners present by other means permitted by the partnership ......
1 Introduction 1.1 We have undertaken an organisation-wide comprehensive review of fraud, carefully addressing: 1.1.1 the threat of not preventing fraud perpetrated in our name; and 1.1.2 the threat of our organisation itself becoming a victim of fraud. 1.2 This document sets out the risks considered, the findings reached, and the specific action points we judge necessary as a consequence of this review......
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 ]...