Legal Precedents

RULES OF THE [ insert name of company ] PHANTOM SHARE AWARD PLAN Adopted by the Board on [ insert date ] These Rules set out the Phantom Share Award Plan. Awards are Units giving a cash Award Payment equal to the difference between Base Value ( Market Value at the Award Date or as set by the Board) and Exit Value on an Exit ( Takeover or Listing). Awards are granted at the Board’s discretion to Eligible Employees under an Award Agreement and are non-transferable (save on death). No right to Shares. Participants indemnify Tax Liability; withholding may apply. Vesting: subject to Conditions, Awards Vest on Exit; cash within 30 days. Exchange Offer on Takeovers; employee ownership trust acquisition may not trigger Vesting. Leavers: lapse unless death, incapacity, retirement or Board-approved; pro-rating may apply; Board may accelerate and set...

This AGREEMENT is duly entered into on [ insert date of execution of the phantom share option agreement ] Parties 1 [ insert name of company to which the phantom option relates ] (registered number [ insert registered number of company ]) whose registered office is at [ insert registered address of company ] (the Company); and 2 [ insert name of option holder ] of [ insert address of option holder ] (the Option Holder) Background ( A) The Company has agreed, as at the date of this Agreement, to award the Option Holder a Phantom Option on the terms contained in this Agreement. ( B) The Phantom Option gives a right to cash rather than shares......

Adopted by the Directors on [ insert date ] 1 Definitions 1.1 In this Scheme, unless the context dictates otherwise, the following terms shall have the meanings set out below: Agreement – in respect of an Option, the contract entered into by an Eligible Employee [ and the Grantor ] granting that Option, in such form as the Directors may determine from time to time; [ Closed Period – a period during which the Directors are prohibited from dealing in shares under the UK Market Abuse Regulation ( Assimilated Regulation ( EU) 596/2014) or any other regulation, legislation or code relating to securities transactions that applies to the Company, including any share dealing code of the Company; ] Company – [ insert name of company ] ( Company No [ insert registered number ]) at [ insert company registered address ]; ...

This Deed is made on [ insert date on which this deed is executed by all parties ] Parties [ Insert name of Company ], with its registered office at [ insert address of registered office ] and registered number [ insert registered number of Company ] (the Company); and [ Insert name of Trustee ], whose registered office is at [ insert address of registered office ] [ and registered number [ insert registered number of Trustee ] ] (the Original Trustee). RECITALS The Company intends to create a trust for the benefit of the employees of the Company, to be called the [ insert name ] Employee– Ownership Trust, and designed to meet the requirements of section 236J of the Taxation of Chargeable Gains Act 1992. The Company has transferred to the Original Trustee the sum of £[ insert...

1 Definitions and interpretation 1.1 The terms below shall be interpreted as follows: Accumulation Period — with respect to Partnership Shares, the span during which the Trustee holds a Qualifying Employee’s Partnership Share Money before buying Partnership Shares or returning it to the employee; Acquisition Date — (a) for Partnership Shares where an Accumulation Period is in place, has the meaning given in paragraph 52(5) of Schedule 2; (b) for Partnership Shares where no Accumulation Period is in place, has the meaning given in paragraph 50(4) of Schedule 2; (c) for Dividend Shares, has the same meaning given by paragraph 66(4) of Schedule 2; Associated Company — has the same meaning as in paragraph 94 of...

FORTHCOMING CHANGE: On 26 November 2025, as part of Budget 2025, it was confirmed that, with effect from 6 April 2026, the following EMI parameters will be uplifted: The gross assets limit will rise from £30 million to £120 million. The maximum number of full-time equivalent employees will increase from 250 to 500. The overall limit on the value of unexercised EMI options that a company or group can have in existence at any given time will go from £3 million to £6 million. The permitted exercise period will extend from 10 years to 15 years. It will also be possible to amend existing EMI options to reflect this longer exercise period without losing tax advantages, provided the changes are consistent with the legislation (which will form part of Finance Bill...

Rules of the [ insert name of company granting EMI options ] enterprise management incentives Scheme FORTHCOMING CHANGE: On 26 November 2025, within Budget 2025, it was confirmed that from 6 April 2026 a number of EMI limits will be uplifted: The gross assets threshold will rise from £30 million to £120 million. The cap on full-time equivalent employees will increase from 250 to 500. The overall limit on the value of unexercised EMI options that a company or group can have at any time will go from £3 million to £6 million. The permitted exercise period will also extend from 10 to 15 years. Existing EMI options can be varied to adopt this longer exercise window without forfeiting tax advantages, so long as the changes comply with legislation to be included in Finance Bill 2025-26. In addition, from April 2027 the...

This form is important and requires your immediate attention If you are uncertain about the Offer, the contents of the Offer Document or Letter, or what steps you ought to take, you should at once, without delay, obtain independent financial advice from your stockbroker, bank manager, solicitor or accountant, or an alternative independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you do not, from a suitably authorised independent financial adviser in the applicable jurisdiction. Circulation, release or distribution of this document and/or any accompanying documents outside the United Kingdom may be restricted or limited by the local laws in force and, accordingly, anyone who receives this document ought to apprise themselves of, and comply with, any such limitations. Non‑observance of these requirements could amount to a breach of the...

This agreement is entered into on [ date ] Parties [ INSERT NAME OF TRUSTEE ] (incorporated in England and Wales with Company Number [ insert company number ]) whose registered office is at [ insert company registered address ], acting as trustee of the [ insert name of employee benefit trust ] (the Seller); [ INSERT NAME OF EMPLOYEE ] of [ INSERT ADDRESS OF PARTICIPANT ] (the Participant); and [ INSERT NAME OF COMPANY ] (incorporated in England and Wales with Company Number [ insert company number ]) whose registered office is at [ insert company address ] (the Company). Background ( A) The [ insert name of employee benefit trust ] (the Trust) was constituted by a trust deed dated [ insert date of trust deed ] (the Trust Deed), and the Seller is, for the time being, the trustee of the...

This AGREEMENT is entered into on [ insert date of execution of the share option agreement ] Parties [ insert name of company whose shares are being granted under option ] (company number [ insert registered number of company ]) whose registered office is at [ insert registered address of company ] (the Company) [ and ]; [ insert name of option holder ] of [ insert address of option holder ] (the Option Holder) [ ; and ] [ [ insert name of grantor (if different from company) ] of [ insert address of grantor ] (the Grantor ). ] Background [ As at the date of this Agreement, the Company has agreed to grant the Option Holder an Option to obtain Shares on the terms contained in this Agreement. OR As at the date of this...

This AGREEMENT This AGREEMENT is dated [ insert date of execution of the share option agreement ]. Parties [ insert name of company whose shares are being granted under option ] (registered number [ insert registered number of company ]), whose registered office is at [ insert registered address of company ] (the Company); [ and ] [ insert name of option holder ] of [ insert address of option holder ] (the Option Holder) [ and ] [ [ insert name of grantor (if different from company) ] of [ insert address of grantor ] (the Grantor ) ] Background [ As at the date of this Agreement, the Company has agreed to grant the Option Holder an Option to acquire Shares on the terms set out in this Agreement. OR The Company and the Grantor intend that, as at the date of this Agreement, the Option Holder shall be...

[ Insert client’s address ] 1 Purpose of this letter This letter sets out how income tax and National Insurance contributions ( NICs) apply when staff entertainment (for example, parties) and gifts are provided, and the implications for both employees and the employer. For the purposes of this letter, references to employees also include directors and other office holders, eg the company secretary, of the employing company. 2 Staff entertainment—income tax and NICs treatment Offering a party or staff event to employees will ordinarily create a taxable benefit for each individual, subject to income tax and Class 1A NICs. The benefit must be reported on the P11D, or covered by a PAYE Settlement Agreement ( PSA) if one is in place with HMRC. A PSA is used where the employer agrees to settle any income tax and the associated Class 1A NICs arising on the...

1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation......

1 Model Articles 1.1 Save to the extent that these Articles amend, disapply or conflict with them, the Model Articles govern the Company. Subject to any such amendments, disapplications or conflicts, the Model Articles, together with these Articles, comprise 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. 1.2 The following provisions of the Model Articles shall have no effect in relation to the Company: 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 dividends), 39 (chairing general meetings), 42 (voting: general), 44(2) (poll votes), 50 (no right to inspect accounts and other records), 51 (provision for employees on cessation of business), 52...

1 Introduction Good morning, ladies and gentlemen. My name is [ insert name ], and I serve as Chair of [ insert name of company ]. The time is [ insert the exact time ], which is [ just past ] the appointed start for the Annual General Meeting of [ insert company name ]. 2 Quorum Having confirmed with the Company Secretary/advisers/registrars, we are quorate; accordingly, I declare the meeting open. 3 Housekeeping The fire exits are [ [ over there ] OR [ insert location ] ], and no fire drill is scheduled for this morning. Please ensure all mobile phones are switched off. Thank you. [ [ Please also note that this meeting is being recorded so that shareholders and other interested parties unable to attend today can watch it on the company’s website from tomorrow ] ]......

Dated: [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], a company incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) BACKGROUND The Issuer has determined to establish, up to an aggregate nominal amount of £[ insert number ], [ insert rate ]% [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the terms set out in this instrument......

IN THE MATTER OF AN ARBITRATION Parties WEIPA RESOURCES LIMITED — Claimant SELANGOR RESOURCES SDN BHD — Respondent APPLICATION FOR SECURITY FOR COSTS Orders sought This is the Respondent’s application seeking the following directions: That the Claimant furnish security for the Respondent’s costs of these arbitration proceedings in the amount of [ insert amount ]; That the Claimant supply such security to the Respondent by way of [ insert details of the form in which security is sought, eg banker’s draft/bank guarantee/solicitor’s undertaking ]; That these arbitration proceedings, together with all procedural and administrative deadlines therein, be stayed until the security has been provided; and That, should the Respondent fail to provide the security in accordance with subparagraph (1.2) above by [ insert date ], then [ set out consequences ]. The principal bases advanced for this application are: The Claimant possesses insufficient assets to satisfy any award of costs made against it; and The...

This term sheet outlines a plan to motivate key employees of [ insert name of company ] (the ' Company') by permitting them to subscribe to a distinct class of shares in the Company (the ' Growth Shares'). The points addressed in this document are presented for discussion only and each should be carefully considered before any implementation proceeds. 1 Overview Under this arrangement, participants will subscribe directly for Growth Shares. These shares confer rights designed so that employees benefit solely from post-acquisition increases in the Company’s value, and only on an IPO, a liquidation, or where more than [ Insert percentage ]% of the Company’s ordinary shares are sold (each, an ' Exit'). Upon an Exit, the Growth Shares entitle holders to a share of the Exit consideration, provided that the price paid to the Company’s shareholders exceeds a...

1 Introduction 1.1 Purpose of this Memorandum The aim of this Memorandum, which we intend to review with the directors [ and other officers ] of the Company at a meeting on [ insert date ] at [ insert time ], is to ensure the directors [ and other officers ] of the Company understand their duties under the City Code on Takeovers and Mergers (the Code) together with other applicable laws and rules arising in relation to any takeover bid by the Company. This Memorandum also provides a concise outline of the legal and regulatory landscape for conducting takeovers in the UK. It is essential that everyone involved has a working knowledge of the issues that could emerge. The Code expressly requires this, and such awareness is beneficial given the tightly regulated nature of takeover transactions. This note does not claim to be...

1.1 Invitation to tender This document invites tenders for the provision of the Services in line with the Requirements of [ insert organisation’s name ], as outlined below. The aim of this ITT is to present adequate information to allow a Tenderer to lodge a Proposal to supply the Services that complies with the Requirements......