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

This Deed of retirement This deed relating to retirement is executed on [ insert day and month ] 20[ insert year ] Parties [ insert name of retiring member ] of [ insert address ] ( Retiring Member); [ insert name ] LLP, a limited liability partnership (registration number OC [ insert number ]) whose registered office is at [ insert address ] ( LLP); and The persons whose names and addresses appear in Schedule 1 ( Continuing Members). background: The Retiring Member together with the Continuing Members constitute the members of the LLP. The Retiring Member will step down from the LLP on the Retirement Date. The provisions contained in this deed shall govern that retirement, in substitution for any statutory provisions and any provisions of the LLP Agreement that might otherwise apply to the Retiring Member’s...

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PRECEDENTS

[ insert company name ] PLC (the Company) Form of proxy—annual general meeting Before completing this form please read the explanatory notes. I/ We, Name of shareholder(s) [ insert name(s) ]. Where shares are held jointly, ensure the names of every joint holder are included. [ insert any investor code ] being a member/members of the Company, hereby appoint: Name of proxy...

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PRECEDENTS

This Deed is hereby executed on [ insert date ] accordingly herein. Parties The various individuals whose names and addresses appear within the Schedule (together, the Founders and, in each instance, a Founder). background The Founders have entered into, or will shortly enter into, the Subscription and Shareholders’ Agreement with the Investor, relating to their investment in the Company. The Founders have agreed to set out how Claims are to be managed under the Subscription and Shareholders’ Agreement and to apportion between them their respective liabilities arising from any Claim in line with the terms of this Deed......

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PRECEDENTS

Company number: [ insert company number ] [ insert company name ] [ Limited OR PLC ] (the Company) Agreement of members to adjournment of a general meeting We, the signatories, being [ all the members [ and the nominees of members ] OR a majority in number of the members [ and the nominees of members ] ], entitled to attend and vote at the general meeting of the Company convened at [ insert time ] on [ insert date ] at [ insert place ], hereby agree that the meeting shall be adjourned until [ [ insert time ] on [ insert date ] at [ insert place ] OR a time and place to be fixed by the directors of the Company ]. Dated: [ insert date ] Name of shareholder Signature [ insert name of shareholder ]...

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PRECEDENTS

CLAIM NO. [ insert claim number ] Within the High Court of Justice Business and Property Courts of England and Wales Insolvency and Companies List ( Ch D) Companies Court Before [ The Honourable Mr Justice OR The Honourable Mrs Justice OR His Honour Judge OR Her Honour Judge ] [ insert name of judge ] Dated: [ insert date ]......

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PRECEDENTS

The Directors The Directors [ enter company name ] [ enter company address ] [ enter date ] Dear [ Company name OR Directors ] [ Enter company name ] [ Limited OR PLC ] (the Company) [ I, or We, ] [ enter the name and address of individual applicant(s) ], [ writing on behalf of [ enter......

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PRECEDENTS

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 general meeting of the Company held on [ insert date ], the following were passed: resolution[s] [ numbered [ insert numbers ] ] as [ an ] ordinary resolution[s] and the resolution numbered [ insert number ] as a special resolution of the Company: ORDINARY RESOLUTION[ S] That the directors are generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £[......

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PRECEDENTS

SPECIAL RESOLUTION That approval is given for the payment of £[ insert amount ] out of the Company’s capital to enable the Company to acquire from [ insert name of seller ] [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ], in the capital of the Company, under the [ draft ] contract [ to be made OR dated [ insert date ] ] [ (laid before the meeting and initialled by the Chair for the purpose of identification) OR (attached to this written resolution) ], provided that such approval is not given before the date on which the directors of the Company make their statement for the purposes of section 714 of the Companies Act 2006 and is given no later than [ insert a longstop date, being no more than one week after the...

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PRECEDENTS

This [ insert document name ] has not obtained approval from an authorised person, as required under section 21(2)(b) of the Financial Services and Markets Act 2000......

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PRECEDENTS

This LLP Agreement is dated [ insert date and month ] 20[ insert year ] Parties The persons named in 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 incorporated on [ insert date ]. The Initial Members are entering into this agreement to define the LLP’s internal arrangements and their rights, obligations and duties in respect of the LLP......

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PRECEDENTS

Company number : [ insert company name ] [ insert company name ] PLC (the Company) Form of proxy for a general meeting Before completing this form please read the explanatory notes [ I OR We ] [ insert name of shareholder [ s ] ], being [ a ] member [ s ] of the Company, hereby appoint [ insert name of proxy ]. [ insert information about shares ] Proxy’s name Shares to which this proxy appointment applies Leave blank if you are appointing one proxy or, if no person is stated in the proxy box, the chair of the meeting will act as [ my OR our ] proxy, empowered to exercise all or any of [ my OR our ] rights to attend and speak for [ me OR us ], and to act on [ my OR our ] behalf at the...

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PRECEDENTS

Company Number: [ insert number ] [ insert company name ] 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 present by telephone as permitted by the Company’s articles of association ] (via 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...

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PRECEDENTS

Company number: [ insert number ] [ INSERT COMPANY NAME ] plc Minutes for a meeting of the [ committee of the ] board of directors ( Meeting) of [ insert name of company ] plc ( Company). Convened at [ insert place of meeting ]. Conducted 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 (provided such means are not expressly prohibited by the Company’s articles of association) ] (by [ insert mean 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 (eg the company secretary, any legal advisers) ] Apologies [ Insert names of any directors who are unable to attend the...

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PRECEDENTS

Company number: [ insert number ] [ insert company name ] limited (the Company) PURCHASE OF OWN SHARES OUT OF CAPITAL The Company gives notice under section 719 CA 2006 that: On [ insert date ], the Company passed a special resolution approving a payment out of capital under section 716 CA 2006 to purchase [ insert number ] [ insert class ] shares of [ insert nominal value ] each in its capital; The permissible capital payment (section 710 CA 2006) for the purchase is £[ insert amount ]; The directors’ statement and the auditor’s report required by section 714 CA 2006, regarding the proposed payment out of capital, are available for inspection at [ [ insert address of the Company’s registered office ] OR [ insert details of the Company’s alternative inspection location complying with CA 2006, ss 720, 1136 and the Companies ( Company...

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PRECEDENTS

Company number : [ insert number ] [ insert company name ] [ Limited OR PLC ] Record of the annual general meeting (the AGM) of [ insert full name of company ] (the Company) Conducted 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 Chair, indicating whether present in person or by any remote means (unless such means are specifically excluded by the Company’s articles of association) [ by [ insert means of attendance for Chair if attending remotely......

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PRECEDENTS

This agreement is dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] (the Company), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] ( Newco 2), [ Insert name of company in which the shares are held ], incorporated in England and Wales with company number [ insert company number ] and having its registered office at [ insert address ] ( Newco 3), The various persons named and addressed in Schedule 1...

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PRECEDENTS

Date: [ insert date ] Subject to contract 1 Introduction 1.1 These heads of terms set out the principal terms and conditions on, and subject to, which [ insert name of first shareholder ] ( Party A) and [ insert name of second shareholder ] ( Party B) are proposing to enter into and establish a joint venture arrangement to [ insert purpose of joint venture ] (the Proposed Joint Venture). Each of Party A and Party B constitutes a party, and together they comprise the parties. 1.2 The provisions contained in this document are not exhaustive and [ , with the exception of paragraphs 7.2, 8, 9, 10, 11 and 12, ] are subject to contract and are not designed or intended to be legally binding upon the parties. Neither party to this document shall be legally bound to progress the Proposed Joint Venture unless and until a...

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PRECEDENTS

This Deed is made on [ insert day and month ] 20[ insert year ] Parties The persons named in the Schedule ( 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 ] ( LLP). Each Partner and the LLP is a Party and together they are the Parties. background ( A) The Partners have agreed to pass the Assets and the Business to the LLP under the Transfer Agreement, and, accordingly, the Parties have also agreed to enter into [ a ] separate assignment [ s ] of certain of the Assets. ( B) This Deed evidences the assignment of [ insert details of specific assets to be assigned under this deed ]. 1...

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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) for [ 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) present in person ] [ 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 any attendee who does not count towards the quorum for the Meeting (eg the company secretary, any legal...

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PRECEDENTS

[ insert company name ] 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 ] 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) ] ] [...

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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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