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

registration number: OC: [ insert registration number ] [ insert name ] LLP, in its role, serves as the general partner to [ insert name of limited partnership ] L.p.......

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PRECEDENTS

COMPANY number : [ insert company number ] [ insert COMPANY name ] LIMITED functioning in its role as the general partner of [ insert name of limited partnership ] L.p.......

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PRECEDENTS

Registration number: [ insert number ] Written resolution[s] OF [ insert name ] LLP (the LLP) in its role as the general partner of [ insert name of limited partnership ] L.p. Circulated on [ insert circulation date ] Under clause [ insert clause number ] of the limited liability partnership agreement dated [ insert date ], which governs the LLP’s affairs, the following resolution[s] are put forward to be approved as [ a written OR written ] resolutions: [ insert text of resolution(s) ] Please review the explanatory notes at the end of this document before confirming your agreement to the resolution[s]......

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PRECEDENTS

Statement by [ insert name of organisation ] concerning a significant [ cyber-attack OR data protection breach ] on [ insert date ] On [ insert date ], we became aware of an event that posed a risk to the security of personal data in our care. [ We OR [ Insert name of investigating party—eg the Metropolitan Police or the Information Commissioner’s Office ] ] [ have OR has ] initiated [ a OR an ] [ criminal ] investigation. We are collaborating with forensic specialists and other data security professionals to determine the source, nature and scope of this incident. We are undertaking a detailed review of the incident. We are also working closely with [ our insurer, ] [ the Information Commissioner’s Office, ] [ insert name of any relevant professional regulator or trade body, ] [ major financial...

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PRECEDENTS

1 General information Monitoring review date [ insert date ] Individual overseeing the monitoring review [ insert name and job title ] 2 Volume of data breaches identified and reported Consult your Data breach register for the previous 12 months and provide the required details below......

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PRECEDENTS

If you become aware of, or suspect, a personal data breach has taken place, please do the following: complete this form; and email it or deliver it to the [ insert, eg the data protection officer ], making sure the email or the form is clearly marked as urgent With data breaches, acting swiftly is critical. You must submit this report immediately once you know of, or suspect, a data breach......

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PRECEDENTS

1 General information Review date [ enter date of review ] Date of previous review [ enter date of last review ] Reviewer(s) [ enter name(s) or role(s), eg data protection officer ] 2 Review and findings Is your data processing register current? ☐ Yes ☐ No If No, make sure you note an action in section 3 below Have you carried out a data protection risk assessment since the previous review? ☐ Yes ☐ No If No, ensure an action is recorded in section 3 below Have you undertaken an information security review since the previous review? ☐ Yes ☐ No If No, set an action in section 3 below Are the policies listed below up to date and suitable for purpose?......

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PRECEDENTS

1 Purpose and application 1.1 This policy outlines the measures you are required to take in order to safeguard personal data and confidential information. 1.2 This policy covers all members of staff. 2 Responsibility 2.1 [ State who ] is accountable for this policy. 2.2 They are tasked with communicating the contents of this policy to all staff, ensuring compliance, keeping the policy under review, and arranging any amendments or updates to the policy. 3 Requirements—do 3.1 If you will be away from your desk for a prolonged period, make sure you have taken reasonable steps to prevent unauthorised access to confidential information......

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PRECEDENTS

Please select to obtain an Excel version of this register. The register (often referred to as a data breach log) mirrors the reporting and recording obligations under Assimilated Regulation ( EU) 2016/679, the UK General Data Protection Regulation ( UK GDPR). It can be used to help you record, manage and monitor data breaches. It will ensure you capture the information you are required to record under the UK GDPR, as well as the information you will need to notify a data breach to the Information Commissioner’s Office ( ICO) and/or affected data subjects. This register has been prepared in Excel and therefore it cannot be downloaded to Word. See also Precedent: Personal data breach plan. Requirement to keep a record You are required to document any personal data breaches—record the facts relating to each personal data breach, its effects and the remedial action...

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PRECEDENTS

1 Introduction This personal data breach plan: requires staff to report actual or suspected personal data breaches; and outlines our procedure for dealing with and documenting actual or suspected breaches. This plan applies to all staff [ in the UK ], and to all personal data and special category personal data held by [ insert organisation’s name ]. It supplements our policies relating to [ insert policies, eg data protection, information security and any other relevant policies ]. Key terminology used in this plan includes: Personal data breach: A data security breach resulting in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data that is transmitted, stored or otherwise processed; for example, accidental loss, destruction, theft, corruption or unauthorised disclosure of personal data. Personal data: Information about a living person who can be identified, directly or...

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PRECEDENTS

1 Management and organisational information security ICO expectation and current status Further details: Lexis Nexis® Precedents Your business identifies, evaluates and controls information security risks Not yet implemented or planned Partially implemented or planned Successfully implemented Not applicable Before deciding the right level of protection for your organisation, audit the personal data you hold and gauge the threats to it. Review every stage of handling: collection, storage, use, sharing and disposal. Weigh the sensitivity or confidentiality of the data and the potential harm or distress to people, alongside any reputational impact on your business, if a breach occurred. With this understanding, select security controls proportionate to your needs. Embedding data protection by design also means undertaking a data protection impact assessment ( DPIA) in defined scenarios to evaluate privacy risks. You must complete a DPIA prior to...

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PRECEDENTS

1 Introduction This policy explains how we make sure: a uniform naming convention is used for all [ paper and ] electronic files; all electronic documents are suitably stored and accessible; staff have the latest version of any document; and changes to documents can be monitored through version numbering. 2 File [ and matter ] naming convention [ Set out your file and, where appropriate, matter naming conventions. You may choose different file and matter naming conventions for internal files and client/customer-facing files ] 3 Document naming convention Each electronic iteration of a document must be named so that it can be easily identified and, if required, located by search. Each document name should state the: [ matter OR customer [ name AND/ OR reference ] ] [...

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PRECEDENTS

1 Data breach team The initial action is to convene a team to handle and respond to the breach. Data breach team lead [ insert the name or description of the person who will lead the data breach team, eg DPO ] [ Data protection officer ( DPO) ] [ [ insert name ] ] Head of legal [ insert name ] Head of compliance [ insert name ] Head of IT [ insert name ] [ insert any other, eg head of HR if the breach involves employee data ] [ insert name ] 2 Background information Refer to the Data breach report form, if appropriate......

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PRECEDENTS

1 Preliminary screening 1.1 Guidance Some forms of fraud must be both reported and handled appropriately and promptly; for instance, suspicions of money laundering should be submitted through a Suspicious Activity Report ( SAR) to secure protection under the Proceeds of Crime Act 2002, while someone raising concerns about fraud would ordinarily use our Whistleblowing procedures to receive statutory whistleblowing protection accordingly... 1.2 Actions If the suspected fraud includes any aspect of money laundering, terrorist financing, or proliferation financing, including but not limited to situations that may occasionally arise with, eg, mortgage or property transactions, consult the nominated officer to decide whether a SAR is necessary. Where bribery or corruption is suspected, consult [ insert name or title of person in charge of anti-bribery process ] in accordance with our Anti-bribery and corruption policy. If the suspected fraud could have been committed by a member of staff, a...

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PRECEDENTS

[ insert company name ] Record of a meeting of the board of directors (the Meeting) for [ insert full name of company ] (the Company) Venue: [ insert place of meeting ] Date: [ 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 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 advisers) ] Apologies [ Insert names of any directors who are unable to attend the Meeting ] 1 Chair, notice and...

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PRECEDENTS

[ Insert date ] Dear [ insert name of director ], Special notice of proposed resolution to remove director from office: [ insert company name ] [ Limited OR PLC ] (the Company ) I write, under section 169(1) of the Companies Act 2006 (the CA 2006), to notify you that the Company has received special notice of an ordinary resolution to remove you from office under sections 312 and 168 of the CA 2006; a copy is enclosed, and it will be considered at the next general meeting. Please note section 169 of the CA 2006, including your right to speak on the resolution and to submit written representations to the Company. If you wish the Company to circulate such representations to members receiving notice of the meeting, ensure they are of reasonable length and reach me by [ insert date ]. If a copy is not sent to...

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PRECEDENTS

Date [ date ] Parties [ name of Seller ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Seller) [ name of Buyer ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] ( Buyer) 1 Definitions Within this Deed, the terms below have the following meanings: Apportioned Price • an amount derived using the formula: ( A/ B) x C Where: ‘ A’ is the gross area in [ acres OR hectares ] of the property included in the Current Disposal ‘ B’ is the gross area in [ acres OR hectares ] of the Property in its entirety ‘ C’ is the Purchase Price; Base Value • (a) where the...

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PRECEDENTS

Any organisation can be the victim of fraud, regardless of size, sector, location or any other characteristic. Fraud may arise from outsiders, yet it can equally originate within an organisation, through employees or others engaged with us. Under the ‘failure to prevent fraud’ offence created by the Economic Crime and Corporate Transparency Act 2023, a company can face criminal liability if an employee, agent, subsidiary or other ‘associated person’ perpetrates fraud with the intention of benefiting the organisation (or, in some cases, its customer) and the organisation lacked reasonable anti-fraud procedures. This document constitutes a component of our measures and procedures designed to stop those linked to our organisation from committing fraud offences. Our employees and agents are our foremost and strongest line within this framework......

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PRECEDENTS

registration number OC : [ insert registration number ] [ insert name ] LLP Minutes of a meeting of the members (the Meeting) of [ insert name ] LLP (the LLP ) Convened at: [ insert place of meeting ] Date and time: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am or pm ] Present [ insert name of member to be the chair ] ( Chair) [ insert names of members who are physically present ] [ insert names of any members present by telephone as permitted by the limited liability partnership agreement ] (by telephone) [ insert names of any members present by other means ]......

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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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