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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
Most recent Precedents
[ ON THE COMPANY’ S HEADED PAPER ] To: [ insert name of the Sponsor/ Placing Agent ] [ insert date ] Dear [ insert text ] Placing of [ insert number ] Placing Shares of [ insert amount ] pence each in the capital of the Company (the Placing) and admission of the Placing Shares and Existing Ordinary Shares to listing on the Official List and trading on the Main Market We write in relation to the Placing and the agreement among the Company, the Sponsor and the Directors......
Record of the meeting of the [ committee of the ] board of directors [ (the Committee) ] (the Meeting) of [ insert name of the Company ] (the Company) Company number: [ insert company number ] Registered in [ insert country of registration ] [ Insert company name ] [ plc OR limited ] Held at [ insert full address of 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 remote means (unless such means are specifically excluded by the Company’s articles of association) ] (by [ insert means of attendance for each director attending remotely ]) In attendance [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (for...
[ Insert company name ] [ Insert company address ] Dear [ Shareholder OR [ insert name of shareholder ] ] Availability of [ document[s] AND/ OR [and] information ] on website We are writing to advise you that the following [ document[s] AND/ OR [and] information ] [ is OR are OR will be ] accessible on the website of [ insert company name ] [ Limited OR PLC ] (the Company) from [ insert date ]: [ insert details of document/information ] [ [ insert details of document/information ] ] [ insert details of document/information ]......
Special resolution 1 That the articles of association of the Company be varied and updated by removing all of the Company’s objects which, by operation of the Companies Act 2006, have, from 1 October 2009, been deemed to be provisions of the Company’s articles of association. OR 2 That the articles of association of the Company be varied by removing all such provisions previously contained in the Company’s memorandum of association prior to 1 October 2009 which, by virtue of the Companies Act 2006, and accordingly, have, since 1 October 2009, been regarded as provisions of the Company’s articles of association, [save for the statement that members’ liability is limited]. ......
This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ] whose registered office is at [ insert address ] ] (the Buyer); and [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an...
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) 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 participating by telephone, in accordance with the Company’s articles of association ] (by telephone) [ Insert names of any directors joining by other methods allowed by the Company’s articles of association ] (by [ insert other means ]) In attendance: [ Insert name of anyone present who does not form part of the quorum for the Meeting (eg the company...
This [ Agreement OR DEED ] is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading under the name [ insert trading name ] at [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ], registered number [ insert registered number ], whose registered office is at [ insert address ] ] (the Buyer), [ insert name of seller ] [ of [ insert address ] OR trading under the name [ insert trading name ] at [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an...
Special resolution That the Company’s articles of association be revised accordingly by [ outline the method by which the articles of association are to be revised ]......
The Directors, [ Insert name of company ] [ Limited OR PLC ], company number [ insert company number ] (the Company), [ Insert registered office of company ], [ Insert date ] To: The Directors Waiver of dividend[s] [ I OR We ], [ insert name ] of [ insert address or registered office ] [ and [ insert name ] of [ insert address or registered office ] ], [ am OR are ] the [ joint ] registered holder[s] of [ insert number of shares ] [ insert class of shares ] shares of [ insert nominal value ] each in the capital of the Company (the Shares)......
SPECIAL RESOLUTION THAT, if [ insert reference to the resolution granting authority to allot ] is approved, in accordance with sections 570 and 573 of the Companies Act 2006, the directors of the Company are authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 [ did not apply to any such allotment or sale OR applied to any such allotment or sale with such modifications as the directors may determine ] [ , such authority shall lapse (unless earlier renewed or revoked) at [ insert time ] on [ insert date ], but before it lapses the Company may make offers, and enter into agreements, which would, or might,...
ORDINARY RESOLUTION That, pursuant to section 190 of the Companies Act 2006, approval is hereby granted for the acquisition by [insert name of the director of the Company or the director of the Company’s holding company or the person connected with such a director], [a director of the Company OR a director of the Company’s holding company OR a person connected with a director of the Company OR a person connected with a director of the Company’s holding company], of [insert a description of substantial non-cash asset] from the Company for a consideration of £[insert figure]. OR That, in accordance with section 190 of the Companies Act 2006, approval is hereby granted for the Company to acquire [insert a description of substantial non-cash asset] from [insert name of the director of the Company or the director of the Company’s holding company or the person...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. In the UK, the framework for public offers of securities and for admissions to trading is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), alongside 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 revoked......
SPECIAL RESOLUTION[ S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph ( A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the...
Completion checklist/list of documents—private M& A—asset purchase [ Acquisition OR Sale ] of [ insert name/description of target business ] Schedule of documents for completion: transfer of the business of [ insert business description ] owned by [ insert seller name ] to [ insert buyer name ]. Definitions Buyer • denotes [ insert name ] Limited Seller • denotes [ insert name ] Limited Buyer’s Solicitors • denotes [ insert name ] LLP/ Solicitors Seller’s Solicitors • denotes [ insert name ......
ORDINARY RESOLUTION THAT [ subject to and contingent upon [ insert any conditions relating to the exercise of the authority to sub-divide shares ], ] [ [ insert number ] OR the whole of the ] [ insert class ] shares of [ insert nominal value ] each in the capital of the Company [ held by [ insert name ] ] [ , bearing numbers [ insert number ] to [ insert number ] inclusive, ] be split into [ insert number ] [ insert class ] shares of [ insert nominal value ] each [ , bearing numbers [ insert number ] to [ insert number ] inclusive ] , with the rights and restrictions attaching to those shares (save as to nominal value) remaining unaltered by such sub-division......
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The updated rules for public offerings of securities and UK admissions to trading are principally 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 have been repealed in full. The package is intended to streamline capital-raising and markedly reduce the number of occasions when a company must issue an FCA-approved prospectus for any subsequent or further share offering. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026. This precedent provides an illustrative timetable for a company carrying out an IPO of...
Ordinary resolution: That the Company may deliver or provide documents or information [ relating to [ insert details if the authority is being sought in relation to specific documents or information ] ] to Company members by posting them on a website......
STOP PRESS : Far-reaching reforms to the UK prospectus regime took effect on 19 January 2026. The core rules for public offers of securities and UK admissions to trading are now 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 have been revoked. These changes are intended to streamline capital raising and materially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details, see Practice Note: UK prospectus regime reform. This Practice Note describes the regime that applied before 19 January 2026. This Precedent set of documents is for use by a company undertaking an IPO of equity securities on the Main Market of the...
ORDINARY RESOLUTION That, on the recommendation of the directors, a final dividend of £[ insert figure ] per [ insert class ] share of [ insert nominal value ] each in the capital of the Company is hereby declared for the year ended [ insert date ] [ payable on [ insert date ] ] [ [ payable ] to the holders of those shares whose names are entered on the register of members of the Company at the close of business on [ insert date ] ]......
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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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