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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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Filed on behalf of the Claimant Statement of witness for [ enter initial and surname of witness ] from the [ enter name of printing company ] Order of witness statements: [ enter number of witness statement for this witness, e.g. ' First' ] Exhibit references: [ enter initials and number, e.g. ‘ MXW1' ] to [ enter initials and number, e.g. ‘ MXW5' ] Date: [ enter date of statement ] Claim No......
This Agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ Insert name of company in which the shares are held ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ( Company); [ Insert name of company in which the shares are held ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ( Newco 2); [ Insert name of company in which the shares are held ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] ( Newco 3); The several persons whose names and addresses are set out in Schedule 1 (together, Managers); and [ Insert name of fund ],...
Project [ insert name of project ] Preliminaries Heads of Agreement/ Equity Term Sheet Manager questionnaires for [ insert names ] Management business plan [ Managers’ tax clearances ] Investment Papers Investment agreement and articles of association [ Manager charging shares: letters from manager and bank ] [ Management rights letter ( ERISA funds) ] [ Employee incentive scheme documents ] [ New service agreements for managers: [ insert names ] ] Managers’ disclosures: letter and disclosed documents Board and Shareholder Papers Newco board minutes: incorporation; handover; completion; post-completion Shareholder resolutions: waiver of rights; new or revised articles; share issues; completion; post-completion Miscellaneous [ Foreign legal opinion ]; statutory books for Newco (to completion) [ Insurance: keyman for [ insert names ]; directors’ and officers’ liability; business ] ...
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are uncertain about any aspect of the proposals described in this document, or about what action you ought to take, seek guidance without delay from your stockbroker, bank manager, solicitor, accountant, or an independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have disposed of or otherwise transferred all of your shares in the capital of the Company, please forward this document to the buyer or transferee, or to the stockbroker, bank, or other person through whom the sale or transfer was arranged, for transmission to the purchaser or transferee. [ INSERT COMPANY NAME ] PLC (the Company) (incorporated in England and Wales with registered number [ insert number ]) [ Kindly complete and submit the enclosed form of proxy in accordance with the instructions printed on it. The form of proxy must be...
For the attention of the Directors of [ insert company name ] [ Limited OR PLC ], at [ insert company address ], dated [ insert date ] Special notice: [ insert company name ] [ Limited OR PLC ] (the Company). [ I OR We ], as the holder [ s ] of [ insert class ] shares of......
This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of selling corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ], whose registered office is at [ insert address ] ( Seller); [ insert name of purchasing corporate entity ] incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ], whose registered office is at [ insert address ] ( Buyer). [ Each of the Seller and the Buyer is a Party and, together, the Seller and the Buyer are the Parties. ] BACKGROUND ( A) The Seller currently conducts the Business [ under the Business Name ] ( [ each ] as defined below) and is the legal and...
Company number: [ insert company number ] [ Insert company name ] Limited Record of a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) Venue: [ insert place of meeting ] Date: [ 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 joining by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors participating by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ insert name of any person present who does not count towards the quorum for the Meeting (eg the company...
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) 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 director(s) present in person ] [ Insert names of directors present by telephone ] (by telephone) [ Insert names of any directors present by another means permitted by the Company’s articles of association ] by [ insert other means ] In attendance: [ Insert names of attendees who do not count towards the Meeting’s quorum (eg the company’s secretary, any legal advisers) ] Apologies: [ Insert names of directors unable to attend the Meeting ] 1 Chair, notice and...
Company number: [ insert number ] [ insert company name ] PLC Minutes of a meeting of the [ committee of the ] board of directors (the Meeting) of [ insert company name ] plc (the Company) Venue: [ insert place of meeting ] Date: [ 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...
Declaration of trust This Declaration of trust is dated [ insert day, month and year ] Parties [ insert name of company ] (company number [ insert company number ]), with its registered office at [ insert address ] (the Nominee) Either [ [ insert name of company ] (company number [ insert company number ]), whose registered office is at [ insert address ] OR [ insert name of individual ] of [ insert address ] ] (the Beneficial Owner ) Recitals ( A) At the request of the Beneficial Owner, and on the Beneficial Owner’s behalf, the Nominee has obtained the Share [ s ] (as defined below) using funds provided by the Beneficial Owner, and the Share [ s ] [ is OR are ] to be registered in the Nominee’s name. ( B) The Nominee enters into this deed at the...
Company registration number: [ insert number ] [ insert company name ] PLC Minutes of a meeting of the [ committee of the ] board of directors (the Meeting) of [ insert company name ] plc (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) attending in person ] [ [ Insert names of any directors attending by telephone, as allowed under the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors attending by other methods permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance: [ [ Insert the name of any attendee who does not count towards the quorum for the...
Special resolution That the Company hereby authorises the payment of £[ insert amount ] from its own capital in connection with the purchase of [ insert number of shares ] [ ordinary ] shares of £[ insert nominal value ] each, to be acquired from [ insert the name[s] of the seller[s] ], and such authorisation shall take effect only if approval is obtained by [ insert date, being no more than one week from the date of the directors’ statement ]......
Company number: [ insert number ] [ insert company name ] [ Limited OR Plc ] (the Company) [ I OR We ] [ insert name ] of [ insert address ] [ and [ insert name ] of [ insert address ] ], [ a ] member[ s ] of the Company, appoint [ insert name of proxy ] of [ insert address of proxy ] as [ my OR our ] proxy to exercise any or all [ my OR our ] rights to attend [ , in person or by electronic means, ], speak and vote at the annual general meeting on [ insert date ] (including any adjournment). The proxy may vote and/or abstain at their discretion on any proper business. Dated: [ insert date ]...
Company number: [ insert number ] [ insert company name ] PLC Minutes for the meeting of the [ committee of the ] board of directors (the Meeting) of [ insert company name ] plc (the Company) Venue: [ insert place of meeting ] Date: [ 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...
[ Enter the creditor’s name ] [ Enter the creditor’s address ] [ Enter the creditor’s fax number ] [ Enter the creditor’s email address ] [ Enter the recipient’s name and/or their job title, if suitable, eg company secretary/directors of [ name of company ] ] [ Enter the company address ] [ Enter the date ] Dear [ [ Enter name ......
Company number: [ insert number ] [ insert company name ] Limited (the Company) Payment out of capital for redemption of shares in the company In accordance with section 719 of the Companies Act 2006, the Company hereby gives notice that: On [ insert date ], the shareholders sanctioned a payment out of capital under section 716 of the Companies Act 2006 to enable the Company to redeem [ insert number of shares ] [ redeemable ] shares of £[ insert nominal amount ] each; The permissible capital payment, as defined by section 710 of the Companies Act 2006, for the relevant shares is £[ insert amount ]; The directors’ statement and the auditors’ report required by section 714 of the Companies Act 2006 in relation to the proposed out-of-capital payment are available for inspection at [ [ the registered office of the...
ORDINARY RESOLUTION That the provisions of the [ draft ] agreement [ to be made OR dated [ insert date ] ] between the Company and [ insert name of seller ] for the purchase by the Company of [ insert number ] [ insert class ] shares of [ insert nominal value ] each in the capital of the Company for £[ insert consideration ], [ presented to the meeting and initialled by the Chair for the purpose of identification OR appended to this written resolution ], are approved [ , provided that the share purchase [ s ] envisaged by the agreement are completed no later than [ insert date ], ] and the Company is authorised to enter into the agreement......
Company number: [ insert number ] The companies act 2006 Public company limited by shares Resolutions of [ insert company name ] PLC (the Company) At a duly convened annual general meeting of the Company, held on [ insert date ], the resolutions set out below were passed accordingly, resolution [ s ] [......
NOT FOR RELEASE, PUBLICATION OR DISSEMINATION ( IN FULL OR IN PART, WHETHER DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH ACTION WOULD BREACH THE APPLICABLE LAWS OR REGULATIONS OF THAT JURISDICTION. THIS STATEMENT IS MADE PURSUANT TO RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS ( THE CODE) AND DOES NOT AMOUNT TO A STATEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE IS NO ASSURANCE THAT AN OFFER WILL BE MADE [ , NOR AS TO THE BASIS ON WHICH ANY OFFER MIGHT BE MADE ]......
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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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