Legal Precedents

What’s the issue? The Serious Crime Act 2015 ( SCA 2015) creates an offence for involvement in the activities of an organised crime group. Participation Engaging in any conduct that you know, or reasonably suspect, either: (a) constitutes the criminal activities of an organised crime group; or (b) will assist an organised crime group to continue its criminal activities. Criminal activities Conduct amounting to offences carrying a maximum sentence of seven years or more (eg drug or human trafficking, firearms offences, fraud, child exploitation and cybercrime). No financial gain needs to be present. Organised crime group An organised crime group means three or more individuals who act, or agree to act, together to advance the pursuit of criminal activities. This is a wide-ranging definition. In principle, the offence could arise in relation to any conduct that helps,...

1 Members’ nomination rights 1.1 Pursuant to section 145 of the Companies Act 2006 and consistent with the terms of this article [ 1 ], any shareholder (or, where a share is held jointly, the individual first recorded in the register) shall have the right to appoint any other person or persons to exercise some or all of his, her or its rights as a shareholder of the Company, and may at any time withdraw such appointment......

Introduction The current time is [ insert the exact time ] and I commence the creditors' meeting of [ insert name of the company or LLP ( Company) ], convened as a general meeting of creditors pursuant to the Insolvency Act 1986 ( IA 1986) and the Insolvency ( England and Wales) Rules 2016 ( IR 2016), SI 2016/1024, as amended. My name is [ insert name ], of [ insert firm or company name ], acting as [ insert details of role of the chair, eg adviser/[joint] administrator/[provisional] liquidator etc ]. The meeting being held today is quorate, as the required minimum number of creditors is in attendance......

This guide offers broad information on applications for step-parent adoptions. Your family solicitor can give tailored guidance that reflects your situation. It outlines the essentials and scope of the process. Why might a step-parent want to apply for an adoption order? In law, the Children Act 1989 describes parental responsibility as all the rights, duties, powers, responsibilities and authority that a parent holds regarding a child and their property. Anyone with parental responsibility is entitled to participate in significant decisions about the child, including—but not limited to—where they live or attend school, whether medical treatment is given or withheld, and which religion they should practise as applicable. An adoption order passes parental responsibility to the adopter—the step-parent—who will then share that responsibility with their partner, the child’s birth parent. Such an order also alters the child’s legal status going forward. It brings to an end all legal...

[ To be prepared on the official letterhead of the new employer’s solicitors ] Strictly private and confidential—to be read by addressee only [ Insert name of employer’s solicitors ] [ Insert address of employer’s solicitors ] [ Insert date ] [ By hand OR By Email ] Dear [ insert name of employer’s solicitors ] Our client: [ Enter name of New Employer ]; Your client: [ enter name of Employer ] We act for [ enter name of New Employer ] in connection with your letter dated [ enter date ], received by our client on [ enter date ]......

[ To be printed on the Employer’s solicitors’ letterheaded paper ] Strictly private and confidential—to be read by addressee only [ Insert the new employer’s name ][ Insert the new employer’s address ][ Insert date ][ By hand OR By email ] Dear [ insert the new employer’s name ] Our client: [ Enter name of Employer ] We act for [ enter name of Employer ] of [ enter Employer’s full address ] in respect of the [ commencement of your employment OR your proposed employment ] of [ enter name of Employee ] following [ [ enter name of Employee ]’s alleged resignation from OR the termination of [ enter name of Employee ]’s employment with ] [ enter name of Employer ] on [ enter date ]. [ Enter name of Employee ] continues to be bound by obligations owed to our client as set out in...

[ To be printed on the employer’s solicitors’ letterheaded paper ] Strictly private and confidential—to be read by the addressee only [ Insert employee’s name ] [ Insert employee’s address ] [ Insert date ] [ By hand OR By email ] Dear [ insert the employee’s name ] Our client: [ Enter name of Employer ] We are instructed for and on behalf of [ enter name of Employer ] of [ enter the Employer’s full address ] in connection with [ the commencement of your employment OR your proposed employment ] with [ enter name of New Employer ] following [ your purported resignation OR the termination of your employment ] with [ enter name of Employer ] on [ enter date ]......

[ To be typed on headed notepaper of the Employee’s solicitors ] Strictly confidential and private—intended solely for the recipient’s attention [ Insert the employer’s solicitors’ name ] [ Insert the employer’s solicitors’ address ] [ Insert date here ] [ By hand OR by email ] Dear [ Insert the employer’s solicitors’ name ] Our client is: [ Enter Employee’s name ]; Your client is: [ enter Employer’s name ] We act on behalf of [ enter Employee’s name ] concerning your correspondence dated [ enter date ], which our client received on [ enter date ]......

ARCHIVED : This Precedent is archived and no longer maintained. It remained suitable for use until and including 31 May 2022. When the UK VABEO came into effect on 1 June 2022, this Precedent was archived and replaced by the new Precedent: Distribution agreement—non-exclusive, suitable for use with the UK VABEO from 1 June 2022. This Agreement is dated [ 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 ] ( Manufacturer ); [ 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 ] ( Distributor ); Each of the Manufacturer and the...

List of documents—private M& A—share purchase—unconditional completion Acquisition of [ insert target company name ] List of documents: Acquisition of [ insert target company name ] by [ insert buyer name ] from [ insert seller(s) name(s) ] Definitions Buyer • refers to [ insert buyer name ]; Company • refers to [ insert target company name ]; Seller [ s ] • refers to [ [ insert name of selling corporate entity ] OR [ insert individual sellers’ names ] ] ; [ Subsidiaries • refers to [ insert names of subsidiaries of the target company ]. ] Any other defined expressions shall bear the meanings ascribed to such terms in the share purchase agreement entered into between the Buyer and the Seller [ s ]......

Unless stated otherwise, every item appears on the document list for both the offeror and the offeree. Mentions of the ‘ Code’ denote the City Code on Takeovers and Mergers, and ‘ CA 2006’ means the Companies Act 2006. A. Preliminary documents Index of documents — Offer EE/ OFFEROR Scheme schedule — Offer EE/ OFFEROR Parties list — Offer EE/ OFFEROR Financial adviser’s client letter on confidentiality, etc — Rule 2.1(b) — FINANCIAL ADVISER Due diligence checklist — OFFEROR AND ( IF APPROPRIATE) OFFEREE Application to inspect the offeree’s share register and register of interests, plus other details on the offeree’s share capital, shareholders and option holders, etc — CA 2006, ss 114 and 808; Note 3 on Rule 10.1 — OFFEROR Request for details about share interests — CA 2006, s 793 — OFFEREE/ OFFEROR ...

This deed of appointment is duly executed on [ date ] by [ trustees ] of [ addresses ] (the Trustees ) Background ( A) This instrument supplements [ the Will of [ testator ] late of [ address ] dated [ date ] (the Will ) OR a settlement dated [ date ] duly made and entered into between [ parties ] (the Settlement ). ] ( B) The Trustees currently act as trustees of the [ Will OR Settlement ] . ( C) The property now falls under the trusts of the [ Will OR Settlement ] and comprises the investments [ and cash ] as more particularly set out in the said schedule. ( D) By this deed the Trustees hereby propose to exercise the power of appointment conferred upon them by clause [ number ] of the [ Will OR...

The Trustees hereby declare and determine that, with effect from the date of this deed, they shall hold the Trust Fund and all income deriving from it upon trust for [ beneficiary ] absolutely......

Guarantee and indemnity—seller obligations—private M& A—asset purchase This Deed is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of guarantor entity ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ] whose registered office is at ] [ insert address ] (the Guarantor); and [ insert name of the buyer ] [ of OR a company incorporated in [ England and Wales ] with registration number [ insert registered number ] whose registered office is at ] [ insert address ] (the Buyer). BACKGROUND: The Buyer has agreed to acquire the Business as a going concern pursuant to the terms of the APA. The Guarantor has agreed to guarantee the Seller’s performance of its obligations and liabilities under the APA and to provide the Buyer with an...

Guarantee and indemnity—seller obligations—private M& A—share purchase This Deed is hereby entered into on [ insert day and month ] 20[ insert year ] Parties [ Insert name of guarantor entity ] [ of OR being a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is situated at ] [ insert address ] (the Guarantor); and [ Insert name of the buyer ] [ of OR being a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is situated at ] [ insert address ] (the Buyer). BACKGROUND: The Buyer has agreed to acquire, pursuant to the terms of the SPA, the entire issued share capital of the Company. The Guarantor has agreed to guarantee the performance by the Seller of its...

[ Insert date of letter ] [ Insert name of employee ] [ Insert address of employee ] Dear [ insert name of employee ] [ Insert name of Company ] ( Company ) Option to be granted under the [ insert name of EMI scheme ] (the Scheme ) I am pleased to inform you that the directors of the Company have authorised the award of an enterprise management incentives ( EMI) share option to you under the Scheme ( Option ). I enclose a copy of the rules of the Scheme and the option agreement, both of which must be executed by you and the Company so that the grant of the Option can take effect......

Confidentiality agreement—private M& A—asset purchase—auction sale This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert selling corporate entity ], a company registered in England and Wales with number [ insert company number ], whose registered office is at [ insert address ] (the Seller) [ insert name of purchasing corporate entity ], a company registered in England and Wales with number [ insert company number ], whose registered office is at [ insert address ] (the Bidder) Each of the Seller and the Bidder is a Party and, together, the Seller and the Bidder are the Parties. background The Parties intend to enter into discussions in relation to the Proposed Acquisition. For the purposes of exploring, discussing, assessing and negotiating the Proposed Acquisition, the Bidder has requested that certain Confidential Information [(and Personal Data)] be...

To Defendant Dear [ insert organisation name ] Letter of Claim [ insert claimant’s name ] v [ insert defendant’s name ] We have been asked to represent and act for [ insert claimant’s name ] in respect of treatment undertaken and/or care delivered at [ insert name of hospital or treatment centre ] by [ insert name of clinician(s) if known ] on or about [ insert date(s) ]. Kindly inform us if you consider that you are not the correct defendant, or if you know of any alternative or additional potential defendants. Claimant’s details [ Insert claimant’s full name ], [ insert claimant’s address ], [ insert date of birth ], [ insert NHS Number ], [ insert National Insurance number ]......

Note: This Precedent does not cover CPR 36 provisions that relate specifically to fixed costs cases. For guidance on Part 36 offers in fixed costs matters, see Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential [ insert name and address of addressee ][ insert date ] Dear [ insert name of client: defendant ][ insert case heading ] Further to our discussion, I have received a settlement proposal under a ' Part 36 offer' from [ insert name of claimant ], and I enclose a copy. This letter is intended to help you decide whether to accept the offer; accordingly I explain what a Part 36 offer is, what the defendant has proposed to you, and the consequences of accepting or declining it. [ Once you have read this letter, please...

Note: This precedent does not include CPR 36 provisions that concern fixed costs cases specifically. For details on Part 36 offers in fixed costs matters, see Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private & confidential [ insert name and address of addressee ] [ insert date ] Dear [ insert name of client: defendant ] [ insert case heading ] As discussed [ insert when you had the discussion ], I have received a Part 36 settlement proposal from [ insert name of claimant ], and enclose a copy. To help you decide whether to accept, I outline below what a Part 36 offer is, what the claimant is proposing, and the implications of accepting or refusing this offer. [ Once you have reviewed this letter, please contact me promptly so we can talk it...