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

Company number: [ insert company number ] [ insert company name ] [ LIMITED OR PLC ] Minutes of a meeting of the board of directors (the Meeting) of [ insert company name ] [ Limited OR PLC ] (the Company) Location: [ 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) attending in person ] [ [ Insert names of any directors attending via telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors attending by alternative means as permitted by the Company’s articles of association ] (by [ insert other means ] ) ] In attendance: [ [ Insert name of anyone present who does not count towards the quorum for the Meeting (eg the...

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PRECEDENTS

[ Insert Lead-in Language ] Illegality Termination Event We hereby refer to our notice dated [ insert date ] (the ' Original Notice ') formally notifying you of the occurrence of an Illegality Termination Event. If Party A is the sole Affected Party and Section 5(b)(i)(1) applies: In accordance with Section 6(b)(ii) of the Agreement, we have employed all reasonable endeavours (not requiring us to bear any loss, save for immaterial, incidental expenses) to, within 20 days from the date on which the Original Notice became effective, diligently transfer all of our rights and obligations under the Agreement in respect of the Affected Transactions to another of our Offices or Affiliates so that the Illegality Termination Event no longer subsists......

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PRECEDENTS

This Deed comprising a unilateral undertaking is hereby executed on [ insert day ] of [ insert month ] by: Parties [ insert name of developer ] of [ insert address ] (the Developer); and [ insert name of any additional parties as necessary eg owner, landlord, mortgagee, option holder etc ] of [ insert address of relevant party ] (the Owner/ Landlord/ Mortgagee etc) TO THE [ insert name ] COUNCIL of [ insert address of Council ] (the Council). BACKGROUND ( A) The Council acts as the local planning authority for the purposes of s 106 of the 1990 Act for the area within which the Land lies. ( B) [ Set out ownership particulars for the Land ]. ( C) The Developer has lodged the Application with the Council and the Council has decided it will issue the Permission, conditional upon this...

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PRECEDENTS

Company number: [ insert number ] 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 ] (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 names of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) (if any)...

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PRECEDENTS

( Incorporated in England and Wales under registered no. [ insert number ]) ( Adopted by Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles shall govern the Company save where these Articles amend or disapply them, or where any inconsistency arises; and, subject to any such amendments, exclusions or conflicts, the Model Articles shall, together with these Articles, form the articles of association of the Company, to the exclusion of any other articles or regulations contained in any statute, any statutory instrument or other subordinate legislation......

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PRECEDENTS

Name: ________________________________ Date of Birth: ________________________________ Membership Number: __________________ National Insurance Number: ____________________ Company Name: ________________________ Address: ____________________________________ Date Joined Scheme: ___________________ Date of Leaving: ____________________________ To the Trustees of the [ insert name of scheme ] Pension Scheme (the ‘ Scheme’). I have benefits within the Scheme and apply to move the value of those benefits from the Scheme as outlined below. This also covers any amounts that would be paid from the Scheme to my dependants or beneficiaries if I were to die. I confirm I have received a statement of entitlement for my Scheme benefits showing the cash equivalent transfer value ( CETV) as at my guarantee date. I wish to transfer my benefits to the Receiving Arrangement(s) listed here: Name of Receiving Arrangement:...

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PRECEDENTS

1 Model Articles 1.1 The Model Articles shall apply to the Company save where they are varied or disapplied by these Articles, or where they conflict with these Articles and, subject to any such variations, disapplications or conflicts, they shall, together with these Articles, form the Company’s articles of association to the exclusion of any other articles or regulations set out in any statute or in any statutory instrument or other subordinate legislation......

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PRECEDENTS

1.1 This policy outlines the procedures to follow when delivering unbundled or limited services to clients. If you have any queries about this policy, please refer to [ insert who, eg the firm’s COLP ]. 1.2 We are committed to delivering a high standard of service to every client, and all staff share responsibility for achieving this. This involves: upholding integrity and placing clients’ interests first; ensuring clients are treated fairly; setting out any limits or conditions on our work, particularly for limited retainers; taking account of each client’s attributes, needs and circumstances; assessing whether any conflict of interest exists; protecting client confidentiality; ensuring we have the resources, skills and processes to carry out instructions competently and promptly; providing appropriate supervision; giving the best available information about costs; discussing whether the likely outcomes of the...

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PRECEDENTS

Minutes for a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) Convened at: [ 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 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 names 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...

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PRECEDENTS

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMPANIES LIST ( CHD) IN THE MATTER OF [ insert name of the Company ] AND OF THE COMPANIES ACT 2006 BETWEEN [ insert name of the Company ] and the Plan Creditors [ and Members ] (each as defined herein) RESTRUCTURING PLAN (pursuant to Part 26A of the Companies Act 2006) DATED [ insert date ] RECITALS The Company ( A) [ Insert name of the Company ] is a [ private ] limited company, registered in [ England and Wales ], bearing company number [ insert company number ] and with its registered office at [ insert address ] (the Company). Purpose of the Restructuring Plan ( B) This Restructuring Plan seeks to implement a compromise and arrangement between: [ (i) ] the Company and the Plan Creditors; [ and (ii) the Company and the Members ], so as to remove, lessen, avert, or...

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PRECEDENTS

Parties [ insert name of Operator ] [ of OR a company incorporated in [ England and Wales ] under registered number [ insert registered number ], whose registered office is at ] [ insert address ] (the Operator); [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] under registered number [ insert registered number ], whose registered office is at ] [ insert address ] (the Customer). Each of the Operator and the Customer is a party, and together the Operator and the Customer are the parties. Background The Operator carries on the business of providing [ drone services ] to other businesses. The Customer carries on the business of [ insert description ]. The parties have agreed that the Operator will provide [ drone services ] to the...

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PRECEDENTS

Following duly received submissions from representatives of the [ Claimant OR Claimants ] and the [ Respondent OR Respondents ] (the Parties) at the preliminary meeting on [ date ], the Tribunal directs as follows: 1 Applicable arbitration rules 1.1 The arbitration will be conducted under [ insert applicable arbitration rules ] as in effect on [ insert date ]. 1.2 The Parties and the Tribunal may consult the IBA Rules on the Taking of Evidence in International Arbitration (the IBA Rules) for guidance; they are not binding, and the Tribunal retains discretion at all times over the procedural management of the arbitration. 1.3 [ [ Where appropriate, include a statement on the law governing the substantive dispute and/or the arbitration ]. ] 2 Seat and language of the arbitration 2.1 The juridical seat of the arbitration is [ insert place ]....

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PRECEDENTS

Parties [ insert name of supplier’s parent company ], a company registered in [ England and Wales ] with registered number [ insert company number ] and its registered office at [ insert registered office ] ( Guarantor ) [ insert name of customer ], a company registered in [ England and Wales ] with registered number [ insert company number ] and its registered office at [ insert registered office ] ( Customer ) Each of the Guarantor and the Customer constitutes a party and, collectively, the parties. Background ( A) The Customer and [ insert full supplier company name ] ( the Supplier ) have entered into an agreement for [ insert description ], dated [ insert date of the underlying agreement ] ( the Agreement ). ( B) A condition [ precedent ] to the Agreement is that the Supplier secures the execution and delivery by the...

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PRECEDENTS

1 Introduction 1.1 This Schedule sets out the services to be provided by the Supplier to the Customer and its Affiliates under this Agreement. Any defined terms used in this Schedule have the meanings assigned in clause [1.1] of the Agreement, unless the context requires otherwise. 1.2 The services in this Schedule are grouped into: 1.2.1 the Implementation Services, further described in paragraph 2; 1.2.2 the Core Services, further described in paragraph 3 [ ; and ] 1.2.3 [ [ Insert ] Services as further described in paragraph 4. ......

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PRECEDENTS

Effective from [ insert date ], this statement of investment principles applies. 1 Statement of investment principles 1.1 Purpose of statement This document outlines the principles that steer decisions on investing the assets of the [ insert name ] Pension Scheme (the Scheme). It is published by the Trustees of the [ insert name ] Pension Scheme (the Trustees) to meet the requirements of the Pensions Act 1995, s 35. 1.2 Review The statement will be assessed each year. The Trustees may conduct an ad hoc review at any time if they consider there has been a material change in investment policy, or any other circumstances affecting the Scheme. 1.3 Advice The Trustees have received and evaluated written advice on the contents of this statement in a letter from [ insert name of investment consultant or actuary ]. [ insert name ] have confirmed to the Trustees that, through their...

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PRECEDENTS

Minutes of a meeting of the board of directors (the Meeting) of [ insert full name of company ] Limited (the Company) These minutes record 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 date of meeting ] and commencing 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 names of anyone in attendance, who does not count towards the...

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PRECEDENTS

For the directors [and other officers] of [ insert company name ] plc (the Company) In connection with a [possible] takeover bid for the Company 1 Introduction 1.1 Purpose of this Memorandum This Memorandum, which we plan to review with the Company’s directors [ and other officers ] at a meeting on [ insert date ] at [ insert time ], is designed to set out their obligations under the City Code on Takeovers and Mergers (the Code), together with other relevant laws and regulations, in relation to any takeover bid for the Company, and to ensure they are fully aware of the responsibilities that apply throughout such a process. It also offers a concise summary of the legal and regulatory framework that governs the conduct of takeovers in the UK. It is important that all those involved possess a working...

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PRECEDENTS

Notice: About this Report This Report has been produced by [ names of special administrators ], acting as Special Administrators of [ investment bank name ] (in special administration), exclusively to fulfil their statutory obligation under the Investment Bank Special Administration ( England and Wales) Rules 2011, SI 2011/1301, r 122, namely to supply creditors and clients with a progress update on the special administration, and not for any other purpose. This Report was not compiled with a view to its use in making investment choices and is not appropriate for informing any investment decision concerning the debt or any financial interest in [ investment bank name ] (in special administration). Any estimates of outcomes for creditors and clients contained in this Report are illustrative only and should not be relied upon as guidance as to the actual results for...

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PRECEDENTS

Registered office: [ insert address ] Directors: [ List names of directors and roles/positions, eg, Chair, Chief Executive, Chief Financial Officer, Non- Executive Director ] Dated: [ insert date ] To: Shareholders of [ Offeree ] and, for information only, persons with information rights [ , OR and ] participants in the [ Offeree ] Share Plans [ and [ Offeree ] Warrantholders ] Dear Shareholder Recommended Cash Offer for [ Offeree ] by [ Offeror ] 1 Introduction On [ insert date ], the boards of [ Offeror ] and [ Offeree ] confirmed they had reached agreement on the terms of a recommended cash offer [ for OR by [ Offeror ] to acquire ] the whole of the issued, and to be issued, ordinary share capital of [ Offeree ]. The proposal will be carried out by way of a...

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PRECEDENTS

[ INSERT COMPANY NAME ] LIMITED 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 ] (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 advisers) ] 1 Chair, notice and quorum [ Insert name ] was...

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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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