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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
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This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of Lender ], of [ insert address ] (the Lender); and [ 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 ] (the Borrower). background ( A) The Lender has agreed to make available to the Borrower an unsecured term loan facility of £[ insert amount of loan in figures ] ([ insert amount of loan in words ] pounds Sterling), in accordance with the terms and conditions of this Agreement. ( B) The Lender is a [ shareholder OR director OR [ insert details of Lender ] ] of the Borrower......
Precedent time management—time log This Precedent enables the maintenance of a detailed day-by-day record of the different tasks an individual devotes time to. The entries can later be analysed carefully to pinpoint any tasks that trigger interruptions or distractions. Those issues can then be tackled to enhance overall time management. Owing to its size, this Precedent has been produced in Excel and so it cannot be downloaded into Word documents. Please kindly click to access the time log......
Term-time working Your standard hours of work are: [ 20 ] hours per week, to be carried out between [ 9:00am ] and [ 1:00pm ] on [ Monday to Friday ] inclusive, [ with a daily [ paid OR unpaid ] lunch interval of [ one hour ] ]; to be undertaken [ for [ 39 ] weeks per year, ] during term-time for [ [ and in-service training ( INSET) days ] for the school OR for your [ youngest ] child’s school OR for the local authority in which you live ] only. [ You will not be expected to work during the school holidays for [ the school OR your child’s school OR the local...
This Deed is dated [ insert day and month ] 20[ insert year ] Parties THE COMPANIES named in Schedule 1 (each, a Chargor, and collectively, the Chargors); 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 The Finance Parties have consented to provide loan facilities in accordance with the terms and conditions described in the Facilities Agreement (as defined below). A condition precedent to the availability of those loan facilities is that each Chargor executes this Deed to grant security in favour of the Security Agent for the Secured Obligations (as defined below)......
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...
[ On letterhead of the Investor ] Strictly private and confidential [ insert Company name ][ insert Company address ] Date: [ insert date ] SUBJECT TO CONTRACT Dear Directors, Proposed investment of Loan Notes in [ insert name and registered number of company ] ( Company) 1 Introduction 1.1 Following our recent conversations, this letter outlines the key terms and conditions on which we have agreed to proceed with an investment by way of loan notes to be issued by the Company (the Proposed Investment). 1.2 The provisions in this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 5, 6, 7, 8 and 9, are subject to contract and are not intended to be legally binding on the parties. No party shall be legally obliged to proceed with the Proposed Investment unless and until a formal written loan note...
[ On the Investor’s letterhead ] Strictly private and confidential [ insert company name ] [ insert company address ] [ insert Founder names ] [ insert contact address of Founders ] ( Founders ) Date: [ insert date ] SUBJECT TO CONTRACT Dear Directors and Founders, Proposed investment in [ insert name and registered number of company ] ( Company ) 1 Introduction 1.1 Following our recent conversations, this letter outlines the key terms and conditions on which we have agreed to make an additional investment in the Company ( Proposed Investment ). 1.2 The provisions in this letter are not comprehensive and, save for this paragraph 1.2 and paragraphs 8, 9, 10 and 11, are subject to contract and are not intended to be legally binding on the parties. No party to this letter shall be legally bound to proceed with the Proposed Investment unless and until a formal...
£ [ insert number ] [ insert rate ]% [ 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 with number [ insert company number ], whose registered office is at [ insert address ] ( Issuer) Background The Issuer has approved the creation of up to a maximum nominal sum of £[ insert number ] [ insert rate ]% [ subordinated ] redeemable loan notes, which shall be constituted in the manner set out in this document......
apprenticeship agreement dated [ insert date ] Parties [ Name of Employer ] [ of [ insert address ] OR a company incorporated in [ England and Wales ] (registered number [ insert number ]) whose registered office is at [ insert address ] ] (we or us); [ Name of APPRENTICE ] of [ insert address ] (you). 1 Appointment 1.1 This agreement constitutes an apprenticeship agreement for the purposes of the Apprenticeships, Skills, Children and Learning Act 2009, s 32, and is entered into and made in connection with the Framework. It is a contract of employment and must not be regarded as a contract of apprenticeship. 1.2 We shall employ you as an apprentice on the terms and conditions set out in this agreement as stated herein......
How to use this test This set of questions checks your grasp after attending our training on preventing bribery and corruption. When you have finished the test, return it to [ insert name ]. General Name of person completing test [ Insert name ] Role [ Insert role ] Date [ Insert date ] Multiple choice questions Select the correct answer. Question Multiple choice answers How many offences are included in the Bribery Act 2010 ( BA 2010)? (a) Three (b) Four (c) Ten What is the ‘bribing another person’ offence?......
Question Correct answer How many fresh offences are set out in the Bribery Act 2010? (b) Four What does the ‘bribing another person’ offence involve? (c) Providing or gifting something to another person so they act improperly for you ......
This Deed is executed on [ insert date ] Parties 1 [ name of company in which the shares are held ] incorporated in England and Wales with number [ company number ] whose registered office is at [ address ] ( Company ); and 2 [ name of new shareholder ] of [ address ] ( New Shareholder ), and this instrument is supplementary to a document dated [ insert date ] under which the Company and certain other parties agreed to observe specific covenants concerning the conduct of the affairs of the Company ( Subscription and Shareholders’ Agreement )......
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......
Thank you for instructing us to act on [ insert description of matter ]. We have sent you, under separate cover, a [ client care OR engagement ] letter along with our terms of business. This letter sets out our professional duties concerning conflicts of interest and confidentiality, and asks for your informed consent before we continue to act. Professional obligations We are authorised and regulated by the Solicitors Regulation Authority ( SRA). In line with those duties, we cannot act where there is a conflict—or a significant risk of conflict—between our separate obligations to act in the best interests of two or more clients in the same, or a related, matter, unless one of two limited exceptions applies. These exceptions apply where our clients: have a substantially common interest in relation to the matter, or a particular aspect of it, or are...
Thank you for asking us to act on [ insert description of matter ]. We have sent you, under separate cover, a [ client care OR engagement ] letter along with our terms of business. This letter sets out our professional duties regarding conflicts of interest and confidentiality and seeks your informed consent before we continue to act. Professional obligations We are authorised and regulated by the Solicitors Regulation Authority ( SRA). In line with our professional responsibilities, we cannot act where there is a conflict, or a significant risk of conflict, between our separate duties to act in the best interests of two or more clients in the same or a related matter—unless one of two limited exceptions is engaged. These exceptions apply where our clients: have a substantially common interest in relation to the matter or a particular aspect of it, or are...
Add the following new clauses 11.4 to 11.8: Subject to clause 11.5, after Completion and notwithstanding this Agreement or the Articles, [ insert names of original investor/s ] ( Syndicator) may transfer to any Syndicatee any Investor Shares [ and/or any Loan Notes ]. All other Parties consent and shall, so far as able, use their Company rights (as Shareholder and/or director) to give effect. Syndication proceeds only if: the Syndicator consults in good faith with the Board on the Syndicatee, where practicable (no veto); and the Syndicatee is a [ venture capital OR institutional investor ] [ who is a full member of either the British Private Equity & Venture Capital Association or of the European Private Equity & Venture Capital Association ]. ...
Add new definitions to Article 2.1: Allotment Notice – Article 9.1; Allotment Shares – Article 9.1.1; Issue Price – Article 9.1.2; Proposed Allottee – Article 9.1.3. Add new Article 9 and renumber document accordingly: Unless prior Investor Consent or a section 283 special resolution provides otherwise, before any share allotment the Company must send an Allotment Notice to each Investor stating: one class and number of Allotment Shares; the Issue Price; the Proposed Allottee; and other material terms. Articles 15.2–15.7 apply as if Transfer Notice/ Sale Shares/ Sale Price read Allotment Notice/ Allotment Shares/ Issue Price; and with these deletions: in 15.2 “the Company and/or”; in 15.3 “(other than the Proposed Transferor)”; in 15.7 “to the Proposed Transferor and”; plus in 15.7 the term “ Proposed Transferor” becomes “the Company”. If, after applying Article 9, Allotment Shares remain, within three months the Company shall allot the balance to the...
Article 12 Insert a new Article 12.7: Despite Articles 12.1 to 12.6, where a person is a Good Leaver, the proportion of their Leaver’s Shares that can be included in a Sale Notice matches the percentage shown against the relevant Leaving Date below. Leaving Date falling... Proportion (%) On or before the first anniversary of the date of adoption of these Articles — 100 After the first but on or before the second anniversary of the date of adoption of these Articles — 80 After the second but on or before the third anniversary of the date of adoption of these Articles — 60 After the third but on or before the fourth anniversary of the date of adoption of these Articles — 40 After the fourth but on or before the fifth anniversary of the date of adoption of these...
Add new definitions to Article 2.1: Proposed Transferee – shall have the meaning ascribed to it in Article 15.1; Proposed Transferor – shall have the meaning ascribed to it in Article 15.1; Sale Notice – shall have the meaning ascribed to it in Article 15.7; Sale Price – shall have the meaning ascribed to it in Article 15.1.2; Sale Shares – shall have the meaning ascribed to it in Article 15.1.1; Transfer Notice – shall have the meaning ascribed to it in Article 15.1; Replace Article 10.3 ( Prohibited Share Transfers) with the following: No person holding, or becoming entitled to, any Share may, absent Investor Consent, carry out a transfer of those Shares or issue a Transfer Notice pursuant to Article 15 ( Pre-emption on Transfer), save in accordance with Article 11 ( Permitted Share...
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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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