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

[ insert company name ] [ LIMITED OR PLC ] (the Company ) The board of directors of the Company, having met on [ insert date ], resolved that [ [ insert name of single corporate representative ] OR the following persons ] be appointed as corporate representative [......

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PRECEDENTS

[ insert company name ] [ LIMITED OR PLC ] Minutes of a meeting of the board of directors of [ insert full name of company ] (the Company) convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] [ am OR pm ] present: [ Enter names of the director(s) attending in person ] [ [ Enter names of any directors attending by telephone as permitted under the Company’s articles of association ] (by telephone) ] [ [ Enter names of any directors attending by other means allowed by the Company’s articles of association ] (by [ insert other means ]) ] [ In attendance: ] [ [ Enter names of those in attendance, who do not count towards the quorum for the meeting (eg the company...

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PRECEDENTS

Company number: [ insert number ] [ insert company name ] limited Minutes for a meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert the names of director(s) attending in person ] [ [ Insert names of any directors dialling in by telephone as allowed under the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors joining by other methods permitted by the Company’s articles of association ] (by [ insert other means ]) ] [ In attendance: ] [ [ Insert the name of any person present who does not form part of...

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PRECEDENTS

[ insert date ] Dear [ insert individual/organisation name ] [ insert name of company ] Limited (the Company) – proposed written resolutions On the Company’s behalf, we attach a copy of the written resolution [ s ] [ and all accompanying documents ] circulated to eligible members of the Company on [ insert date ]. If you have any queries, please get in touch. Yours faithfully, …………………………… for and on behalf of [ insert name of company ] Limited......

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PRECEDENTS

Company number: [ insert number ] [ insert company name ] LIMITED Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (the Company). Convened at [ insert place of meeting ] 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 anyone in attendance, 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...

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PRECEDENTS

[ Print on the reporting accountant’s headed paper ] The Directors [ Insert name and address of issuer ] [ Insert name and address of nominated adviser ] [ Insert date ] Dear [ insert text ] [ Insert name of issuer ] (the Company) Application for admission to trading on AIM (the Admission) — Taxation We have examined the taxation sections set out in [ insert location of taxation paragraphs in the admission document ] of the Company’s admission document dated [ insert date ] [ (which also constitutes a prospectus) ], and confirm that, in our opinion, the account of taxation matters aligns with our understanding of UK tax legislation, case law and prevailing practice. [ This confirmation is provided as at the date of this letter and, owing to the nature of taxation, may not be applicable on any other date and is specific to the...

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PRECEDENTS

STOP PRESS : Major reforms to the UK prospectus regime took effect on 19 January 2026. The fresh rules for public offers of securities and for admissions to trading in the UK are primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are revoked. The changes are intended to streamline capital raising and materially cut the instances where a company is obliged to produce an FCA-approved prospectus for any subsequent share issues. For comprehensive details of the changes, refer to Practice Note: UK prospectus regime reform. This Practice Note reflects the prospectus regime in place before 19 January 2026. [ ON THE PLACING AGENT' S LETTERHEAD ] An...

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PRECEDENTS

Company number: [ insert company number ] [ insert company name ] limited Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company), duly held at [ insert place of meeting ] 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 attending by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors attending by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the...

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PRECEDENTS

Company number: [ insert number ] [ insert company name ] [ Limited OR plc ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Convened at [ insert place of meeting ]. Held 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 anyone in attendance who does not count towards the quorum for the Meeting (eg the company...

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PRECEDENTS

Exclusivity letter—private M& A—share purchase Strictly private and confidential To: [ Insert potential seller name ] [ Insert potential seller address ] FAO: [ Insert name of relevant contact at the potential seller ] Date: [ insert date ] Dear [ Insert name of relevant contact at the potential seller ], Proposed acquisition of the entire issued share capital of [ insert target company name ] Limited (the Company) from [ insert seller name ] (the Seller) 1 Introduction Further to our recent conversations regarding the proposed purchase by [ insert buyer name ] (or another member of its group of companies) (the Buyer) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, together, they are the...

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PRECEDENTS

[ insert company name ] [ LIMITED OR PLC ] Minutes for a meeting of the board of directors of [ insert full name of company ] (the Company) convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) physically present ] [ [ Insert names of any directors attending by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors attending by other means authorised by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ Insert name of anyone attending who does not form part of the quorum for the meeting (eg the company secretary, any legal...

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PRECEDENTS

STOP PRESS : Major reforms to the UK prospectus framework took effect on 19 January 2026. The refreshed rules for public offers of securities and for admissions to trading in the UK are mainly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105, (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market ( PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The package is intended to simplify capital raising and materially cut the instances when a company must publish an FCA‑approved prospectus for a further share issue. For detailed coverage of the changes, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026......

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PRECEDENTS

The directors [ Insert name of company ] ([ Company]) [ Insert address ] [ Insert date ] Dear [ Directors ], General notification of interest in a proposed transaction or arrangement In line with section 185 of the Companies Act 2006 [ , OR and ] and for the purposes of section 177 of the Companies Act 2006 [ and article [ insert article ] of the Company’s articles of association ], please accept this as formal notice that I hold an interest as [ a member OR an officer OR an employee OR [ specify other ] ] in [ specify body corporate or firm ]......

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PRECEDENTS

Index to the articles Part 1: Interpretation and limits on liability 1 Meaning of terms 2 Members’ liability Part 2: Directors Powers and duties 3 General powers of directors 4 Members’ overriding power 5 Delegation by directors 6 Committees Directors’...

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PRECEDENTS

Company number: [ insert ] [ insert company name ] [ Limited OR plc ] Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company) Convened at [ insert place of meeting ] on [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ insert name of director to be chairman ] ( Chairman) [ insert names of directors who are 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 names of those in...

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PRECEDENTS

1 By this power of attorney dated [ insert date ], I, [ insert name of director ] of [ insert address of director ], being a director of [ insert company name ] (incorporated in [ England and Wales ] under registered number [ insert company number ]) (the Company), hereby appoint each other director of the Company, severally, as my true and lawful attorney (each an Attorney). Each Attorney is authorised to perform all acts and deeds, and to negotiate, review, settle, approve, consent to, sign, execute and deliver any deeds, contracts, agreements, documents, undertakings and assurances on my behalf and in my name or in the Attorney’s name which, in my personal capacity or in my capacity as a director of the Company [ or any of its subsidiaries (as appropriate) ], are necessary or required, or which the board of...

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PRECEDENTS

ORDINARY RESOLUTION [ That the clause within the service contract proposed to be concluded as between the Company’s subsidiary, [ insert name of subsidiary ], and [ insert name of director ], stipulating that the duration during which their employment therein [ [ shall continue OR may be extended ] other than at the instance......

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PRECEDENTS

References to ‘ AIM Rules’ denote the AIM Rules for Companies; references to ‘ PRR’ mean the Prospectus Regulation Rules; references to ‘ DTR’ concern the Disclosure Guidance and Transparency Rules; references to the ‘ PR Regulation’ indicate Retained Regulation ( EU) 2019/980; references to the ‘ LSE’ signify the London Stock Exchange plc; and references to the ‘nomad’ mean the company’s nominated adviser......

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PRECEDENTS

Company number: [ insert number ] [ insert company name ] LIMITED (the Company ) Statement of directors We, as all of the directors of the Company, provide this statement for the purposes of section 644(5) of the Companies Act 2006 (the CA 2006 )......

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PRECEDENTS

Contribution agreement—private M& A—asset purchase This DEED is executed on [ insert day and month ] 20[ insert year ] Parties The persons whose names and addresses appear in the Schedule (together, the Sellers, and each a Seller). BACKGROUND The Sellers have entered into, or expect shortly to enter into, the Asset Purchase Agreement with the Buyer in relation to the disposal of the Business and the Assets (each as defined in the Asset Purchase Agreement). The Sellers have agreed to govern how Claims will be handled under the Asset Purchase Agreement and to apportion their respective liabilities arising from any Claim, in accordance with this Deed......

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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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