Legal Precedents

Fee earners must complete this form and forward it to [ the compliance officer for legal practice ] after a third party has fulfilled your directions in full......

Please click for an Excel version of this register. Kindly be aware that this register was created in Excel, so therefore it cannot be exported into Word......

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] ( Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] ( Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) whose registered office is at ] [ address ] ( Guarantor) ] 1 Definitions For this Deed, the terms below shall have the following meanings: Effective Date • [ today OR the date of this Deed OR [ other date on which the variation is to take effect ] ] [ Guarantor’s Obligations • the covenants undertaken by the Guarantor in [ the Lease OR a [...

This Guarantee is entered into on the [ insert date ] day of [ insert month ] 20[ insert year ] Parties [ insert name ] ( Company No. [ insert number ]), [ of OR whose registered office is at ] [ insert address ] (the ‘ Guarantor’). [ insert name ] ( Company No. [ insert number ]), [ of OR whose registered office is at ] [ insert address ] (along with its successors and assigns, the ‘ Contractor’). Background Under a contract dated [ insert date ] (the ‘ Contract’) between (1) [ insert name ] (the ‘ Employer’) and (2) the Contractor, the Contractor has undertaken to carry out and complete specified works (the ‘ Works’) in accordance with the terms and conditions set out in the Contract. The Employer has agreed to procure the...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of first shareholder ], incorporated in [ insert the country of incorporation of the first shareholder ] under number [ insert company number ], with its registered office at [ insert address ] ([ A ]), [ Insert name of second shareholder ], incorporated in [ insert the country of incorporation of the second shareholder ] under number [ insert company number ], with its registered office at [ insert address ] ([ B ]). ......

Part A— Conditions to the Scheme 1.1 Long Stop Date Completion of the Acquisition shall depend on the Scheme becoming non-conditional and in full force by the Long Stop Date......

Important—this provisional allotment letter (pal) is of value and is negotiable. Your prompt attention is required. This invitation lapses at [ insert time ] on [ insert date ]. The full pal must be produced at the time of payment. Should you be uncertain about any part of this pal, or unsure what steps to take, you should seek your own financial advice without delay from your stockbroker, bank manager, solicitor, accountant, or another suitably qualified independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (fsma), or, if you are located outside the United Kingdom, from an appropriate qualified independent financial adviser duly authorised within your jurisdiction. If you dispose of, transfer, or have already disposed of or otherwise transferred all of your ordinary shares (other than ex-rights) held in certificated form before [ Insert time ] on [ Insert date ],...

We have now reached a point in your matter where it is appropriate for me to provide an update on costs. How costs are calculated It may assist if I remind you that legal costs in any matter generally comprise three core components: our charges expenses we must pay on your behalf—sometimes called disbursements costs that you may have to pay another party Each of these elements is outlined below. Our charges Fixed price wording [ We previously agreed to a fixed fee of £[ insert price excluding VAT ] for [ state what work the fixed price relates to ]. At this stage, we do not expect to carry out any work beyond the terms of this fixed fee. We will let you know if the position changes; if it does, we will agree with you how any additional work will be charged. OR We...

[ insert date ] To: [ insert full name and address of lender ] Dear [ insert full name of lender ], I hold the position of director at [ insert full name of guarantor or third party security provider ] (the Company).......

To: [ All staff ] CC: [ Insert name(s) as required ] From: [ Management team/ Risk partner/ Other ] Date: [ Insert date ] Re: [ Professional indemnity insurance renewal—staff declaration ] During the renewal of our professional indemnity cover, we must seek information from all personnel (partners, principals, members, directors, assistants, consultants or employees) regarding any existing or possible claims relating to the firm. We will then report any matters uncovered through these enquiries, or confirm that none have been found as part of it......

Board minutes—private M& A—share purchase—completion—seller Company number : [ insert company number ] [ insert company name ] [ limited OR plc ] Record of a meeting of the board of directors (the Meeting) for [ insert company name ] [ Limited OR PLC ] (the Company) Held at [ insert place of meeting ] Convened on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ] [ In attendance: ] [ [ Insert name of...

1 Appointment and powers We, [insert company name], incorporated in [ England and Wales OR other] under no. [insert] (the Company), appoint on [insert date] [jointly and/or severally] [insert attorney name(s) and address(es)] to act for the Company regarding the proposed sale of [the entire/a substantial part/[insert]%] of the share capital of [insert target company name] to [insert buyer name] (the Proposed Sale). Approve, sign, seal and deliver any documents the Attorney considers necessary, including the SPA, [lost share certificate indemnity], [pre‑emption waiver], [stock transfer forms], the Disclosure Letter, [ Tax Covenant] and [other documents]. Call, waive notice of, attend and vote at shareholder meetings; appoint proxies; give or withhold consents; and, on Completion, appoint the Buyer as attorney until the Buyer or its nominee is registered. Undertake any steps necessary or desirable to complete the Proposed Sale. Delegate to an agent (with no power to...

Board minutes—private M& A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [ Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [ Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or...

Director resignation letter—private M& A—share purchase The [ Directors OR Secretary ][ Insert company name ][ Insert company address ][ Insert date ] Dear [ Directors OR Secretary ], [ Insert company name ] (the Company) I hereby tender my resignation from [ each of ] my office[s] as [ a ] [ director AND/ OR [ and ] secretary ] of the Company [ and its subsidiaries ], [ with immediate effect OR to take effect from [ [ insert time ] OR the close of business ] on the date of this letter OR to take effect from [ [ insert time ] OR the close of business ] on [ insert date ] OR to take effect from Completion, as defined in the agreement to be......

Power of attorney—private M& A—share purchase—share rights—corporate seller 1 Appointment and powers We, [ insert company name ], a company incorporated in [ England and Wales OR [ insert other country of incorporation ] ] under registration number [ insert company registration number ] with its registered office at [ insert registered address ] (the Seller), acting under a share purchase agreement (the SPA) dated [ insert date ] made between [ , inter alia, ] the Seller [ insert name ] (the Seller) and [ insert name of buyer and its registered number ], whose registered office is at [ insert registered address ] (the Buyer), concerning [ insert number and type of shares ] (the Shares) held by the Seller, both legally and beneficially, in [ insert name of target company and its registered number ], whose registered office is at [ insert...

Board minutes—private M& A—share purchase—exchange and completion—seller Company number: [ insert company number ] [ insert company name ] [ Limited OR PLC ] Minutes of the meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Location: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Attendance Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] [ In attendance: ] [ [ Insert name of anyone in...

Board minutes—private M& A—share purchase—exchange and completion—buyer Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of a meeting of the board of directors (the Meeting) of the [ insert company name ] [ Limited OR PLC ] (the Company). Held at [ insert place of meeting ]. Held on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ]. Attendance Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ] ) ] In attendance [ In attendance: ] [ [ Insert name of anyone in...

Share certificate indemnity letter—private M& A—share purchase The Directors[ insert target company name ] (the Company)[ insert target company registered office address ][ insert day and month ] 20[ insert year ] Dear Directors, Share certificate indemnity [ I OR We ] confirm the following: [ I am OR we are ] the recorded legal and beneficial holder[ s ] of [ insert number ] [ ordinary OR [ insert class ] ] shares of £[ 1 OR [ insert value ] ] each in the Company, as detailed in the schedule below (the Shares): Share certificate number (if known) Amount and class of shares Name and address of registered holder Date of share certificate (if any) [ to [ my OR our ] best knowledge and belief, ] [ an ] original certificate[ s ] of title in relation to the...

Board minutes—private M& A—share purchase—exchange—seller Minutes of a board meeting (the Meeting) of [insert company name] [ Limited OR plc] held at [insert place] on [insert date] at [insert time] [am OR pm]. [ Insert name] chaired, confirmed due notice under the articles (the Articles), a quorum, and opened the Meeting. The Meeting considered the proposed sale of the entire issued share capital (the Shares) of [insert target name] Limited (the Target) to [insert buyer name] [ Limited OR plc] (the Buyer) (the Proposed Sale), subject to specified conditions [including shareholder approval]. Interests were declared under sections 177, 182, 184 and 185 CA 2006; quorum/voting under the Articles was noted. Agreement and Disclosure Letter; Stock transfer(s) and Voting Po A; [ Circular and related shareholder and AIM documents, consents, undertakings, Announcement, and other Sale...

Legal due diligence further information request—private M& A—share purchase Dated [ insert date ] Introduction This supplementary request for information follows the due diligence questionnaire dated [ insert date ] ( Due Diligence Questionnaire) and relates to the proposed acquisition of the entire issued share capital of [ insert name of target company ] Limited, incorporated in England and Wales under number [ insert company number ] (the Company), by [ insert name of buyer ] (the Buyer) from [ insert name of seller ] (the Seller) (the Proposed Acquisition)......