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

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: ( A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). ( B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of...

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PRECEDENTS

This Assignment is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of Assignor ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of Security Agent ] of [ insert address ], acting as security agent and trustee for the Finance Parties on the terms and conditions set out in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Background The Finance Parties have agreed to make available the loan facilities subject to the terms and conditions contained in the Facilities Agreement (as defined below). A condition precedent to the availability of those loan facilities is that the Assignor enters into this...

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PRECEDENTS

This Deed is entered into on [ insert day and month ] 20[ insert year ], as of that date Parties [ insert name of Assignor ], a company incorporated in England and Wales with company number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions contained in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Recitals: ( A) The Finance Parties have consented to provide the loan facilities, subject to the terms and conditions set out in the Facilities Agreement (as defined below). ( B) A condition precedent to the availability of the loan...

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PRECEDENTS

This Agreement is entered into on [ date ] by the following as set out herein. Parties [ Customer ] a company incorporated in [ England ] with registered number [ company number ], whose registered office is at [ address ] ( Customer); [ Supplier 1 ] a company incorporated in [ England ] with registered number [ company number ], whose registered office is at [ address ] ( Supplier 1); [ Supplier 2 ] a company incorporated in [ England ] with registered number [ company number ], whose registered office is at [ address ] ( Supplier 2); [ Supplier 3 ] a company incorporated in [ England ] with registered number [ company number ], whose registered office is at [ address ] ( Supplier 3), each of Customer, Supplier 1, Supplier 2 and Supplier 3 is each a party and,...

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PRECEDENTS

This Agreement is made on [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ], whose registered office is at [ insert address ] ( Licensor ); [ insert name ], a company incorporated in [ England and Wales ] with number [ insert company number ], whose registered office is at [ insert address ] ( Licensee ). Each of the Licensor and the Licensee is a party, and together the Licensor and the Licensee are the parties. Background The Licensor [ is the [ registered ] proprietor of OR is the applicant to register OR has the right to licence and/or sub-licence ] certain trade marks. The Licensee is [ insert background to licence/relevant transaction ]. The Licensor has agreed to grant the...

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PRECEDENTS

This Agreement is dated [ insert date ] Parties [ insert name ], a company incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ( Licensor ); [ insert name ], a company incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] ( Licensee ). Each of the Licensor and the Licensee is a party, and together the Licensor and the Licensee are the parties. BACKGROUND The Licensor [ is the [ registered ] owner of OR is applying to register OR holds the right to grant licences and/or sub-licences ] certain trade marks. The Licensee is [ insert background to licence/relevant transaction ]. The Licensor has agreed to grant the Licensee a...

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PRECEDENTS

This Deed is entered into on [ insert day and month ] 20 [ insert year ] Parties [ insert name of Assignor ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Assignor); and [ insert name of SECURITY AGENT ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ [ Facilities Agreement ] OR [ Intercreditor Agreement ] OR [ Security Trust Deed ] ] (the Security Agent). Recitals: ( A) The Finance Parties have agreed to provide the loan facilities subject to the terms and conditions contained in the Facilities Agreement (as defined below). ( B) As a condition precedent to the availability of those facilities, the Assignor must enter into this Deed to...

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PRECEDENTS

This Agreement is dated [ date ]. Parties [ insert name of company ], [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Supplier); and [ insert name of introducer ], [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] (the Introducer) ( Each of the Supplier and the Introducer is a party and, together, the Supplier and the Introducer are the parties.) Background The Supplier is [ insert details of the nature of the business of the Supplier ] and needs introductions of prospective customers to its business. The Introducer is [ insert details of the nature of the...

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PRECEDENTS

ARCHIVED: These archived training resources set out guidance on safeguarding confidential data, encompassing official secrets. They are supplied for background reference only and are not maintained. The pack comprises template Power Point slides suitable as a foundation for one or more training sessions on matters relating to confidentiality and official secrets. Trainers are expected to use the slides as a useful starting point for their presentations, then adapt them as necessary to reflect their specific circumstances. The materials are customisable. Use the link below to download the presentation. Please note that these resources are offered without updates or continuing maintenance at present......

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PRECEDENTS

Diversity and inclusion ( D& I)—law firm self-assessment against gender balance and maternity, paternity or adoption leave measures This Precedent enables a firm to benchmark its figures across a number of different possible D& I indicators and to track movement over a particular period of time, eg to provide a year on year comparison of results. Click to obtain an Excel version of this Precedent. The purpose is to help you form a clear picture of gender balance together with maternity, paternity and adoption leave metrics. You will find a separate tab for each of these within the spreadsheet. These specific groups have been selected because employee data in these areas should be readily available to most firms; nevertheless, the Precedent can be expanded to incorporate additional D& I indicators, eg relating to ethnicity, religion or sexuality......

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PRECEDENTS

Add new definitions to ‘definitions’ article: A director • refers to any director appointed by holders of the A ordinary shares; B director • denotes any director appointed by holders of the B ordinary shares; A ordinary shares • signifies the A ordinary shares of [ insert amount ] each in the capital of the Company; B ordinary shares • signifies the B ordinary shares of [ insert amount ] each in the capital of the Company; eligible director • indicates a director who would be entitled to vote on a matter if it were put forward as a resolution at a meeting of directors; Add the following new clauses as required and renumber document accordingly: Number of directors The number of directors...

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PRECEDENTS

This Agreement is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert address ] ] ( Outgoing Party); [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert address ] ] ( Incoming Party); [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert address ] ] ( Remaining Party), each of the Outgoing Party, Incoming Party and Remaining Party being a party and, together, the Outgoing Party, Incoming Party and Remaining Party are the...

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PRECEDENTS

To be completed by [ insert name of organisation appointing the agent/intermediary ]... 1 Geographical factors Consider the location of the agent or intermediary. Country where the agent or intermediary is located [ Insert country ] That country’s Transparency International Corruption Perceptions Index score [ Insert score ] Is there credible reason to believe that business in this country is often secured through bribery of officials and/or that such payments are commonplace? If yes, give particulars, including how this came to your attention, for example via other multinational organisations operating there, local contacts, periodicals or news reports. ☐ Yes—[ Insert requested details ] ☐ No Have enquiries been made into the relevant civil/criminal law of the country to identify any material differences from UK law (eg legality of facilitation payments)? ☐ Yes ☐ No—[ Insert details ] Is the country known or reasonably suspected to: —operate high levels of...

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PRECEDENTS

To be completed by the agent/intermediary. Please complete, sign and return to [ insert name ]. 1 General Required information Response Company or individual name [ Insert company/individual name ] Address [ Insert address ] Principal country of business [ Insert country ] Other countries of business [ Insert country ] Individual or corporate entity? ☐ Individual— please go to section 3 ☐ Corporate entity Primary Contact (name, title and contact details) [ Insert primary contact ] 2 Ownership and management For corporate entities only......

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PRECEDENTS

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ( Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document......

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PRECEDENTS

Convertible loan note instrument—private M& A—share purchase This Instrument bears the date [ insert date ] 20[ insert year ] Parties [ Insert name of issuing company ], a company incorporated in England and Wales with number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to establish Loan Notes up to a maximum nominal amount of £[ insert amount ], at [ insert rate ]% and being convertible, [ subordinated ] and redeemable, which shall be constituted in accordance with this Instrument......

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PRECEDENTS

Diversity and inclusion ( D& I) statement—law firms Our Diversity and inclusion ( D& I) statement sets out our pledge to build a workforce that is genuinely diverse and a workplace that honours every individual and their contribution, irrespective of gender, race or any other characteristic. We are committed to attracting, retaining and developing the most talented and skilled people from all backgrounds, and we value individuals from every culture, nationality, race, religion and ethnicity, regardless of characteristics such as gender, age, disability or sexual orientation. We consistently treat our clients, colleagues and partners fairly and with respect. We recognise that a breadth of people, perspectives, skills, experiences and ideas strengthens our business and enables us to deliver the best possible legal service to our clients......

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PRECEDENTS

Diversity & inclusion ( D& I) manager—law firms—role profile Key information Name of firm Name of role holder Reports to Role type [ full-time/part-time/contractor ] If a contractor role, length of contract Primary location Remote/hybrid/office-based? Date role commenced Length of probation period End of probation review date Role summary Design and deliver the firm’s diversity and inclusion ( D& I) strategy and policy. Secure adherence to all regulatory and statutory D& I obligations. Increase participation of all employees in D& I. Forge strong working relationships with all departmental managers. [ [ Insert any additional role requirements specific to your firm ]. ] Key responsibilities Partner with the management team to cultivate a diverse workforce and an inclusive culture. Develop and roll out a D& I strategy, policy and...

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PRECEDENTS

Diversity and inclusion ( D& I) objectives and key performance indicators—law firms D& I objectives for the firm [ All employees to complete unconscious bias training by [date] ] [ Add D& I objective ] [ Add D& I objective ] [ Add D& I objective ] [ Add D& I objective ] Key performance indicator ( KPI) [ Unconscious bias training to be developed with an external training provider ] [ 100% of fee earners to have undertaken unconscious bias training by [date] ] [ 50% of support staff to have undertaken unconscious bias training by [date] ] [ Add KPIs to deliver the above objective ] [ Add KPIs to deliver the above objective ] Who is responsible for this objective [ For example, the D& I or HR Manager ] [...

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PRECEDENTS

This questionnaire is intended for managers and partners to uncover implicit bias and enhance self-awareness. It is solely for individual use and does not require sharing with any other person whatsoever. For each item, choose a single option from the three available selections. After reviewing your responses to this questionnaire, you might opt to create a personal action plan for yourself to tackle any concerns that may emerge......

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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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