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

1 Definitions and interpretation In these Conditions, key terms include: Adequate Procedures (as per BA 2010); Affiliate (entities under common Control); Applicable Law (binding laws and guidance across relevant jurisdictions); Associated Person/ Associated With (as defined for bribery, tax evasion and fraud by BA 2010, CFA 2017 and ECCTA 2023); Business Day (excluding weekends and bank/public holidays); Conditions (these sale terms); Confidential Information (commercial, technical or other identified confidential material); Contract (the agreement comprising these Conditions and the Order); Control (as specified); Customer and Supplier (the purchasing and supplying parties); Documentation; Force Majeure (events beyond reasonable control); Goods; Intellectual Property Rights and any IPR Claim; Location; MSA 2015; Order; Prevention Procedures; Price; Specification; VAT; and Warranty Period. Interpretation rules: references to the Contract include its schedules and annexes; headings are for convenience; references to a party include successors and permitted assigns; person includes natural and...

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PRECEDENTS

[ On the letterhead of the OUTGOING party to the ORIGINAL CONTRACT ] [ include name of remaining party to original contract ] [ include address of remaining party to original contract ] [ include name of incoming party ] [ include address of the incoming party ] [ Include date ] Dear [ include names of remaining and incoming parties ], Novation of contract We refer to the agreement made between [ include name of the remaining party to the original contract ] ( Remaining Party ) and [ include name of outgoing party ] ( Outgoing Party ) concerning [ include specific purpose of agreement ] [ , as varied from time to time, ] dated [ include date ] ( Original Contract ), a copy of which is attached to this Letter and initialled by the parties to this Letter......

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PRECEDENTS

[ Manufacturer ] [ Address ] Dear [ Manufacturer ], Distribution Agreement dated [ insert date ] (the Agreement) [ This correspondence reflects our recent discussions. ] Pursuant to clause [ specify number of clause containing termination provision ], kindly regard this letter as [ [ eg 90 ] days’ OR immediate ] notice to terminate the Agreement. [ Accordingly, the Agreement will terminate on [ date ]. ]......

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PRECEDENTS

[ Assignor’s headed notepaper ] To: [ Insert name and address of recipient (i.e. the other party to the assigned contract) ] [ Insert date ] Dear [ Insert name of the other party to the assigned contract ] Notice of assignment of contract We make reference to the [ insert name of contract or agreement ] dated [ insert date ], entered into between us and [ insert name of recipient ], concerning [ insert specific purpose of agreement ] (the Contract)......

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PRECEDENTS

Governance arrangements This document sets out our governance arrangements, ie the framework by which the firm is guided and supervised. The firm operates as [ insert structure eg a sole practitioner, a partnership, a limited liability partnership, a limited company, an alternative business structure ]. A list of the [ insert eg partners, members, directors ] can be found at [ insert location ]. The day-to-day running of the firm is handled by [ insert details, eg the executive management team ]. The [ insert, eg executive management team ] reports into, and is overseen by, [ insert, eg the Board ], which carries overall responsibility for the firm’s strategy and direction. The organisation chart in the Appendix sets out the members of the [ insert, eg executive management team and the Board ]......

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PRECEDENTS

1 Executive summary/introduction 1.1 Following extensive conversations throughout the practice, this business plan has been carefully drafted. We sincerely appreciate the considerable contributions offered by colleagues. The plan belongs to everyone within the firm, regardless of their position or responsibilities. 1.2 This plan aims to deliver a set of clear goals for the coming year. These aims are designed to improve the firm’s profitability by cutting expenditure, better controlling risk, and boosting revenue. The action plan at the conclusion of this document clearly explains how these goals will be met. 1.3 The business plan will undergo review on a [insert frequency, eg six-monthly] basis, and we invite staff to help actively evaluate the progress achieved to date. 1.4 We ask every member of staff to treat the firm as though it were their own enterprise....

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PRECEDENTS

Kindly be advised that the data within these tables is confidential...

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PRECEDENTS

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PRECEDENTS

Instructions to fee earners on completing this form Fee earners must fill in Section A and, where applicable, Section B, C or D. [ You do not have to use this form if you decline instructions at the start because the conflict was clear and there was no need to refer the matter to [ your head of department OR your manager OR the COLP ] . ] [ In every other situation where OR Where ] a conflict or confidentiality concern is spotted, please complete this form and send it to [ your head of department OR your manager OR the COLP ] along with: the outcome of your conflict check any alerts from members of staff indicating that there could be a conflict all pertinent documents or information You must lodge this form before taking any steps to seek the...

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PRECEDENTS

Description of proposed outsourcing services [ Outline the type of services you plan to outsource, e.g. transcription of digital dictation ] Proposed outsourcing supplier [ Specify the intended outsourcing supplier to which this due diligence note relates ] Due diligence team [ List the individuals within your organisation involved in the due diligence exercise, e.g. procurement, head of department, head of IT, head of HR ] Name Role [ Insert name ] — [ Insert role ] [ Insert name ] — [ Insert role ] [ Insert name ] — [ Insert role ] [ Insert name ] — [ Insert role ] Internal due diligence Consideration: How are the services we intend to outsource currently delivered? Findings or outcome: [ Insert findings or outcome ] Date signed off: [ Insert date ] Consideration: What service levels are presently achieved for the current...

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PRECEDENTS

Substantial cash transactions can indicate money laundering, terrorist funding, or proliferation financing. Do not take any monies (cash or otherwise) from a [ customer OR client ] until the [ customer OR client ] due diligence ( CDD) checks have been finalised. While no statutory cap exists on cash, our internal cash policy states you must not receive cash [ over the limit of £[ 250 ] ] in the office or paid straight into our bank......

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PRECEDENTS

1 Priority list of functions Key function Key elements of business required e.g. case management: Access to the [ online case or document ] management platform Internet access Diary of key dates Paper files Client contact details Telephones e.g. processing payments: Access to online accounting system Access to online banking and bank fobs Passwords and other credentials to log in Internet connection Telephone Use of a PC or laptop e.g. client advisory services: Access to the [ case or document management system ] Internet access Diary of key dates Paper files Client contact details Telephones 2 Individual risk analysis 2.1 Flood 2.1.1 Flood—first 24 hours Effects on functions/services Resources required Data required Key staff Action points Cost Additional information [ insert details...

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PRECEDENTS

1 Introduction 1.1 We conduct our business [ es ] with integrity and fairness. All of us must work together to ensure our business [ es ] remain [ s ] entirely free from bribery and corruption. This policy is central to that commitment, and we are each bound by it. 1.2 [ Insert organisation’s name ] is proud to support charities and worthwhile causes, and remains committed to acting with the highest standards of probity as it continues to provide that support. 1.3 Bribery and corruption are, however, areas where how things look can sometimes matter more than what is true. Improper payments can be concealed as charitable or political donations. Even if a donation is offered with wholly innocent motives, if an external observer could reasonably place an adverse interpretation on it, the business, and the individual receiving it, are put at...

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PRECEDENTS

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PRECEDENTS

The following table contains our assessment of business continuity risk within our organisation: Risks are set out with their impact (low/medium/high), likelihood (low/medium/high), and the steps already in place to lessen, avoid, or transfer them. Flooding Impact: High; Likelihood: Low. The chance of flooding affecting the firm’s office is slight. We can relocate to a temporary workspace if an incident occurs at our premises. The office occupies the third floor of the building. It is a serviced space overseen by the landlord. Routine inspections of pipework, boilers and the water supply take place under the office’s overall maintenance programme. Additional regular checks of the pipework, boilers and water supply are carried out by the landlord. The firm owns the property and uses all three storeys. Archived records are kept in the basement. Although flood risk is low,...

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PRECEDENTS

1 Instructions for completion This form is to be completed by anyone who needs approval for referral or fee-sharing arrangements, including those relating to personal injury and related claims. Once finished, please promptly submit the completed form to [ state who, eg the COLP ] by [ insert details of how to submit, eg via email ]......

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PRECEDENTS

1 General information Name of reviewer(s) [ Enter full name(s) ] Review date [ Enter date ] Date of previous review [ Enter date ] 2 Review and findings Item assessed Results Register of authorised social media platforms [ Enter details, or attach the up-to-date list to this form ] Has the register altered since the prior monitoring date? ☐ Yes [ enter details ] ☐ No If yes, have colleagues been promptly notified? ☐ Yes ☐ No (create an action in section 3) Have our social media efforts stayed fully on brand and delivered uniform messages?......

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PRECEDENTS

1 Introduction 1.1 We regard the safeguarding of confidentiality and information security as of utmost importance across the organisation at all times. 1.2 This policy aims to: 1.2.1 guard against possible confidentiality breaches and lapses in the integrity or availability of information; 1.2.2 ensure our information assets and IT resources are shielded from damage, loss, or misuse; 1.2.3 reinforce our data protection policy by making certain all staff know and follow relevant law and our internal procedures governing the processing of personal data; 1.2.4 raise firm-wide awareness and understanding of information security requirements and the duty of staff to safeguard the information they handle. 2 Roles and responsibilities 2.1 Information security is relevant to every member of staff. Nevertheless, the [ state who ] holds overall accountability for the firm’s information management and security matters, which includes: 2.1.1 overseeing and applying this...

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PRECEDENTS

1 Introduction Proof of identity may arise in various formats and be drawn from multiple origins. Whichever materials you rely upon, they must leave you reasonably confident of an individual’s identity. Whatever approach you adopt must provide reasonable assurance of the client’s identity, in line with the risks to your business. The papers you seek from clients will vary according to the client’s profile and your appraisal of the risk they pose to your practice. That may mean accepting a variety of documents. The Money Laundering, Terrorist Financing and Transfer of Funds ( Information on the Payer) Regulations 2017 ( MLR 2017), SI 2017/692, as amended, outline the risk indicators to consider when undertaking client due diligence, alongside the AML Guidance for the Legal Sector, issued by the Legal Sector Affinity Group and endorsed by HM Treasury. This Group consists of AML...

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PRECEDENTS

Conflicts, confidentiality and disclosure policy Our Conflicts, confidentiality and disclosure policy outlines our stance on when we may proceed in conflict situations. We also provide guidance for specific [ departments OR types of work ]. This guidance demonstrates how the policy might operate in varying scenarios, but it is not meant to be comprehensive or inflexible. For each matter addressed by these guidelines we must assess whether a conflict exists and, if it does, whether we are able to act......

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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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