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
[ insert company name ] [ LIMITED OR PLC ] (the Company) Form of proxy—annual general meeting Please read the explanatory notes before filling in this form. I/ We, Name of shareholder(s) (for joint holdings, list all joint holders) ...................................................................... ......................................................................, being a member/members of the Company, hereby appoint Name of proxy...
[ Name and address of recipient ] Date: [ insert date ] Dear [ Members OR Organisation name OR Directors OR Individual name ] [ insert company name ] [ LTD OR PLC ] — striking off application We write on behalf of [ insert company name ] [ LTD OR PLC ] (the Company). [ [ As you will be aware, the OR The ] Company has not been [ trading OR in operation ] since [ insert date ], and the directors have no plans to restart the Company’s activities. OR [ Insert other/additional reasons for striking off the company ]. ] As a result, the directors have resolved to submit an application for the Company to be removed from the register of companies. On [ insert date ], the Company’s directors filed a striking-off application with the Registrar of Companies. In line with the Companies Act 2006, a copy of the...
Companies Act 2006 Private Company Limited By Shares Articles of Association of [ insert name of company ] Limited (incorporated in England and Wales under registered no. [ insert number ]) (adopted by special resolution on [ insert date ] 20[ insert year ]) 1 Model Articles Except to the extent that these Articles amend, disapply or conflict with them, the Model Articles apply to the Company and, subject to any such amendments, disapplications or inconsistencies, they shall, together with these Articles, form the Company’s articles of association, to the exclusion of any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. Model Articles 11(2) (quorum for directors’ meetings), 12 (chairing of directors’ meetings), 13 (casting vote), 14(1)-(5) (conflicts of interest), 21 (all shares to be fully paid up), 26(5) (share transfers), 30(5)-(7) (procedure for declaring...
Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of the board of directors’ meeting (the Meeting) For [ insert full name of company ] Limited (the Company) Location: [ insert place of meeting ] Date and time: [ 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 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...
To: The Board [ insert company name ] [ Limited OR PLC ] [ insert company address ] [ insert date ] Special notice: [ insert company name ] [ Limited OR PLC ] (the Company) [ I OR We ] , being the owner [ s ] of [ insert class of shares ] shares of [ insert value ] pence......
Dear [ Insert employee name ] Notice of change of employer From [ insert date of acquisition ] the [ insert name of the business being transferred in the reorganisation ] transferred to [ insert buyer name ]. Under the Transfer of Undertakings ( Protection of Employment) Regulations 2006, you automatically became employed by [ insert buyer name ]. Your terms and conditions remain as with [ insert seller name ], and your rights [ apart from those relating to your occupational pension ] are unaffected. Your continuous service is preserved; only your employer’s name has changed. Your contract of employment and all information held about you by [ insert seller name ] transferred to [ insert buyer name ], including sensitive data like your sickness record. [ insert buyer name ] confirms it now holds your personal data to fulfil its...
[ headed notepaper of the managers ] For the attention of [ insert name of contact at the Investor ][ insert name of Investor ][ insert address ][ insert day and month ] 20[ insert year ] Dear [ insert name of Investor contact ], Investment Agreement relating to [ insert company name ] [ Limited] ( Company) We write in connection with the Investment Agreement (the Agreement) intended to be executed today between the Company, [ ourselves OR [ insert name of the Manager [ s ] ] ] ( Manager [ s ] ) and [ you OR [ insert name of Investor ] ] (the Investor). Terms and expressions defined in the Agreement shall bear the same meanings in this letter unless the context dictates otherwise. This letter, together with all information set out in schedule 1 ( Schedule 1 ), and the...
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 ] Limited (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) present in person ] [ [ Insert names of any directors participating 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 anyone attending who does not count towards the quorum for the Meeting (eg, the...
Company number: [ insert company number ] [ insert company name ] Limited Minutes of the board of directors’ meeting (the Meeting) of [ insert full name of company ] Limited (the Company) Venue: [ insert place of meeting ] Date and time: [ 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...
This Agreement is dated [ insert date ] Parties The individuals named in Schedule 1 (the Partners), trading as [ insert partnership name ] (the Partnership); and [ insert full name of LLP ] LLP, incorporated in England and Wales under number [ insert registered number ] whose registered office is at [ insert address ] (the LLP). Each of the Partners and the LLP is a Party, and together the Partners and the LLP are the Parties. Background The Partners presently conduct the Business as a general partnership under the Business Name and wish to convert that general partnership into a limited liability partnership. Each of the Partners is a member of the LLP and intends to continue the Business through the LLP as a going concern from the Transfer Date......
Private and confidential [ Insert company name ] ( Company) Introduction Director's questionnaire To be completed by [ insert date ] This questionnaire is issued in relation to the intended [ placing OR open offer OR rights issue ] of [ insert amount ] ordinary shares of [ insert nominal value ] pence each in the capital of the Company ( Ordinary Shares ), and the intended application for admission of the Ordinary Shares to [ listing on the Official List of the Financial Conduct Authority and to trading on the market for listed securities operated by London Stock Exchange plc OR trading on AIM ] ( Admission ). This document is important and you must respond to all questions honestly and without omission. Please complete every question in full and, if the space available is not sufficient, include any additional details on a separate sheet of paper, duly...
STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing premium and standard listing segments and replacing them with a single listing category for equity shares in commercial companies. The commercial companies category is disclosure-led and sits alongside listing categories, such as shell companies, secondary listing and closed ended investment fund categories. To implement these changes, a new UK Listing Rules sourcebook came into force, and the previous Listing Rules sourcebook was revoked. This represents a significant restructuring of the regime. For more details, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent sets out the listing regime as it was prior to 29 July 2024......
To: The Directors [ insert company name ] [ insert company address ] Dear [ Directors OR Secretary ] [ [ insert company name ] ] [ Limited OR PLC ] (the Company) [ At the request of the directors, ] I hereby put forward that the following resolution[ s ] [ is OR are ] adopted [ unanimously OR by a majority of the directors ] as written resolution[ s ] of the directors pursuant to article[ s ] [ insert number[s] ] of the Company’s articles of association: That: [ each of ] the following document[ s ] ( [ together, ] the Document[ s ] ), a [ final ] draft[ s ] of which [ have OR has ] been laid before us, be approved: 1.1 [ insert details of document ]; [ and ] 1.2 [ [ insert...
Company registration number: [ insert number ] [ insert company name ] PLC Minutes of the meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] plc (the Company). Venue: [ 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 ] Present (by telephone, as permitted by the Company’s articles of association): [ Insert names of any directors present by telephone ] Present (by [ insert other means ], as permitted by the Company’s articles of association): [ Insert names of any directors present by other means ] In attendance: [ Insert name of anyone in attendance, whether in person or...
This llp Agreement is dated [ insert date and month ] 20[ insert year ] Parties The persons identified in Part A of Schedule 1 ( Initial Members ); and [ insert name ] LLP, a limited liability partnership (registration number OC [ insert number ]), whose registered office is at [ insert address ] ( LLP ). background [ The LLP was formed under the Act on [ insert date ]. OR The Initial Members plan to incorporate the LLP under the Act on, or immediately following, the date of this agreement. ] The Initial Members enter into this agreement to define the LLP’s internal arrangements and to set out their respective rights, obligations and duties in relation to the LLP......
This Deed is dated [ insert day and month ] 20[ insert year ]... Parties [ Insert name of company subject of the shareholders’ agreement ], a company incorporated in England and Wales with number [ insert company number ], having its registered office at [ insert address ] ( Company); and The several persons whose names and addresses are listed in the Schedule (together, Shareholders and each individually, Shareholder). BACKGROUND: ( A) Under the Shareholders’ Agreement, the parties have outlined their respective rights and obligations in their capacity as shareholders of the Company......
Company number: [ insert number ] [ insert company name ] [ Limited OR PLC ] Minutes from a meeting of the board of directors (the Meeting) of [ insert full name of company ] (the Company). Location: [ insert place of meeting ] | Date: [ insert day, month and year of meeting ] | Time: [ insert time of meeting ] [ am OR pm ] Present: [ Insert names of the director(s) attending in person ] [ [ Insert names of any directors participating by telephone in accordance with 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 attendee who does not count towards the quorum for the...
Filed on behalf of the Claimant Witness statement by [ insert the initial and surname of the witness ] from [ insert company name ] Statement number: [ insert the number of this witness’s statement, eg ' First' ] Exhibit references: [ insert initials and number, eg ' MXW1' ] to [ insert initials and number, eg ' MXW5' ] Date: [ insert the date of the statement ] Claim No. ......
Form of proxy for general meeting Registered 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 ] ], being [ a ] member......
This Deed is made on [ insert day and month ] in year 20[ insert year ] Parties The persons named in the Schedule, with their addresses, (together, the Sellers and each individually a Seller). background: The Sellers have concluded, or will shortly conclude, the SPA with the Buyer in respect of their disposal of the Company’s [ entire issued share capital ]. [ The parties have likewise concluded or will shortly conclude the Tax Deed. ] The Sellers have agreed to set out and regulate the manner in which Claims are handled and resolved under the SPA [ and Tax Deed ] and to apportion between themselves their liabilities arising from any Claim in accordance with the terms of this Deed......
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 ]...