Legal Precedents

Record of the board of directors’ meeting (the Meeting) of [ insert full name of company ] (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 any directors in attendance, whether 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 each director attending remotely] ] In attendance [ Insert name of anyone in attendance, either physically or via remote means, who does not form part of the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies [ Insert names of any directors who are unable to attend the Meeting by any means ] 1 Chair, notice and quorum [ Insert name ] took the...

Dear [ insert organisation name ] Claimant’s Full Name: Claimant’s Full Address: Claimant’s National Insurance Number: Claimant’s Date of Birth: Claimant’s Diagnosis: Place of Employment: We act for the above-named individual to pursue compensation arising from an asbestos-related condition, namely mesothelioma. Our client, [ insert Claimant’s name ], encountered asbestos exposure whilst working for [ insert Defendant company’s name ] during the period [ insert dates of employment with Defendant company ]. This correspondence is sent in accordance with the Pre- Action Protocol for Disease and Illness Claims. Please provide confirmation of your insurers without delay. Your insurers must be notified immediately; failure to do so may affect your insurance cover. A duplicate of this letter is enclosed for urgent onward transmission to your insurance...

Articles of Association for [ insert name of company ] Limited ( Incorporated in England and Wales under registration number [ insert number ]) ( Adopted by a Special Resolution passed on [ insert date ] 20[ insert year ]) 1 Model Articles 1.1 The Model Articles apply to the Company except to the extent that these Articles alter, disapply or conflict with them; subject to any such amendments, exclusions or inconsistencies, the Model Articles shall, together with these Articles, comprise the Company’s articles of association, replacing any other articles or regulations contained in any statute, statutory instrument or other subordinate legislation. 1.2 The whole of 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 dividends), 39 (chairing general meetings), 42 (voting:...

Part 1, interpretation and limitation of liability Defined terms and interpretation These articles regulate a PLC under the Companies Act 2006, adopting bespoke provisions and expressly excluding the relevant model articles. Words not defined here take the meaning given in the Companies Act 2006 as at the date the articles bind the company. Legislative references include subordinate legislation and any amendments, consolidations or re-enactments. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include bodies corporate. Unless context dictates otherwise, “writing” embraces visible form by any method, including electronic means. articles: the company’s articles of association bankruptcy: includes comparable overseas insolvency affecting individuals board: the directors from time to time or a duly quorate meeting CA 2006: the Companies Act 2006 document: includes those sent or supplied...

1.1 The Company considers that job-sharing, alongside the appropriate use of part-time roles, brings advantages to both: 1.1.1 individual employees who, owing to family responsibilities, further education, other interests, or other reasons, prefer not to work full time; and 1.1.2 the business, through preserving and retaining skills and experience that might otherwise be lost to the Company. 1.2 Job-sharing is distinct from part-time work. A part-time role is a complete job carried out for fewer hours each week than a full-time post. Job-sharing involves two people sharing one full-time job. All functions are split and allocated between two employees. Each person holds the same breadth of duties as the full-time position, but performs them at different times from their job-share partner. Accordingly, job-sharing is fundamentally a partnership or collaboration between the two people sharing the role, and it can succeed only when they work well...

IN THE COURT OF SESSION [ indicate any specialist procedure used, e.g. Commercial action ] Case reference [ insert case reference ] in the cause OR SHERIFFDOM OF [ insert location ] At [ insert location ] Case reference [ insert case reference ] Between [ insert name and designation ] [ Pursuer OR Petitioner OR other ] and [ insert name and designation ] [ Defender OR Respondent OR other ] WITNESS STATEMENT OF [ insert full name of witness ] My name is [ insert name ]. [ I am [ insert age ] years of age. ] [ My address is [ insert address ]. ] [ Briefly describe the capacity in which this statement is provided, e.g. I am the Pursuer, or an employee of the Pursuer, etc ]. [ HEADING] [ Sub-heading] [ Present the witness’s evidence in this and the...

Claim No. [ enter claim number ]....

Strictly private and confidential To: [ Insert potential seller name ] [ Insert potential seller address ] FAO: [ Insert name of relevant contact at the potential seller ] Date: [ insert date ] Dear [ Insert name of relevant contact at the potential seller ], Proposed purchase of the business of [ insert description of the business to be acquired ] (the Business) and the assets (the Assets) of [ insert seller name ] (the Seller) 1 Introduction Further to our recent conversations regarding the intended purchase by [ insert buyer name ] (or a member of its group of companies) (the Buyer) of the Business and the Assets from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a party and, together, they constitute the parties......

1 General information Date of review [ Insert date ] Person(s) conducting review [ Insert name(s) ] 2 Review and findings Is your L& D policy current and suitable for purpose? ☐ Yes ☐ No—please outline any required changes and ensure you create an action at section 3 below to update the policy accordingly Have there been changes to regulatory requirements affecting the firm and/or any staff? ☐ Yes—please describe what needs to change and ensure you set an action at section 3 below to (i) update your policy accordingly and (ii) communicate these changes to your managers and affected staff ☐ No Is your L& D plan current and fit for purpose?......

Strictly private and confidential To: [ Insert potential seller name ] [ Insert potential seller address ] FAO: [ insert name of relevant contact at the seller ] Date: [ insert date ] Subject to contract Dear [ insert name of relevant contact at the seller ], Proposed acquisition of the whole issued share capital of [ Insert target company name ] Limited (the Company) from [ Insert potential seller name ] (the Seller) 1 Introduction Following our recent conversations, this letter summarises the key terms and conditions on which we, [ Insert buyer name ] or another company within our group (the Buyer), intend to purchase from the Seller the entire issued share capital of the Company (the Sale Shares) (the Proposed Acquisition). Each of the Seller and the Buyer is a Party and, together, they are the...

1 Purpose and scope 1.1 This policy sets out guidance and procedures for managers and employees concerning the firm’s learning and development ( L& D) provision. Its purpose is to: assist us as we strive to deliver our business objectives; maintain our ongoing compliance with SRA standards and requirements, including the SRA’s continuing competence regime; ensure we meet the expectations of [ insert details of any industry benchmark, practice management standard or accreditation the firm has obtained or must observe, e.g. the Law Society’s Lexcel practice management standard, the Law Society’s Conveyancing Quality Scheme ( CQS), the Law Society’s Conveyancing Protocol, or the Law Society’s Wills and Inheritance Quality Scheme ( WIQS) ]. 1.2 This policy applies to all L& D opportunities supported by the firm. It defines the roles and responsibilities of everyone in relation to L& D and...

Acquisition of [ insert target company name ] Schedule of documents: Acquisition of [ insert target company name ] by [ insert buyer name ] from [ insert seller(s) name(s) ] Definitions: Buyer — means [ insert buyer name ] Company — means [ insert target company name ] Seller [ s ] — means [ [ insert name of selling corporate entity ] OR [ insert individual seller’s names ] ] Subsidiaries — means [ insert names of subsidiaries of the target company ] Limited All other defined terms shall bear the meanings assigned to them in the share purchase agreement entered into between the Buyer and the Seller [ s ]......

This Agreement is entered into on [ date ]. Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at ] [ insert address ] ( Customer); and [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at ] [ insert address ] ( Supplier) (each of the Supplier and the Customer constitutes a party, and together the Supplier and the Customer constitute the parties). Background The Customer carries on the business of [ insert description ]. The Supplier carries on the business of providing [ insert description of services ] to other businesses. The parties agree that the Supplier will...

THIS AGREEMENT is entered into on [ date ] Parties [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is at ] [ insert address ] ( Supplier ); [ insert name of party ] [ of OR a company incorporated in [ England and Wales ] with number [ insert registered number ] whose registered office is at ] [ insert address ] ( Customer ) (each of the Supplier and the Customer being a party, and together the Supplier and the Customer constitute the parties). Background The Supplier carries on the business of providing [ insert description of services ] to other enterprises. The Customer is engaged in the business of [ insert description ]. The parties have agreed that the...

This Agreement is entered into on [ date ] Parties [ Insert name of supplier ], a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at [ insert address ] ( Supplier); and [ Insert name of customer ], a company incorporated in [ England and Wales ] under number [ insert registered number ], with its registered office at [ insert address ] ( Customer). Each of the Supplier and the Customer is a party, and together the Supplier and the Customer constitute the parties. Background The Supplier is a seasoned provider of [ insert details ]. This Agreement regulates all processing of Protected Data carried out by the Supplier under, and in relation to, [ the Principal Agreement OR all of Our Arrangements ]. ......

This Agreement is entered into on [ date ]. Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ] ( Customer); [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ], whose registered office is at [ insert address ] ] ( Supplier). Each of the Supplier and the Customer is a party and, collectively, the Supplier and the Customer are the parties. Background ( A) The Customer carries on the business of [ insert description ]. ( B) The Supplier carries on the business of providing [ insert description of services ] to other businesses. ( C) The parties have agreed that the Supplier will...

This Agreement is entered into on [ date ] Parties [ insert name of Customer ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Customer); and [ insert name of Supplier ] [ of OR a company incorporated in [ England and Wales ] under number [ insert registered number ] with its registered office at ] [ insert address ] ( Supplier) Each of the Supplier and the Customer is a party, and together they are the parties. Background The Customer carries on the business of [ insert description ]. The Supplier is engaged in supplying [ insert description of services ] to other businesses. The parties have agreed that the Supplier will provide services to the Customer in accordance with the terms set out in this...

How to use this test These questions assess your understanding following your attendance at our training on preventing bribery and corruption. When you have completed the test, please return it to [ insert name ]... General Name of person completing test: [ Insert name ] Role: [ Insert role ] Date: [ Insert date ] Multiple choice questions Circle the correct answer... How many offences does the Bribery Act 2010 contain? (a) Three (b) Four (c) Ten What is the ‘bribing another person’ offence?...

Strictly private and confidential To: [ insert buyer name ] [ insert buyer address ] Date: [ insert date ] Dear [ insert buyer contact name ], Confidentiality Undertaking Proposed acquisition of [ insert target company name ] Limited 1 Introduction 1.1 Further to our recent discussions about the intended sale by [ insert names of each individual seller ] ( Sellers) of [ the entire issued share capital OR [ insert other description of number of shares being sold ] ] of [ insert target company name ] Limited (the Company) ( Sale Shares) to [ insert buyer name ] (or an entity within its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Sellers and the Buyer constitutes a party and, collectively, they are the parties......

Ordinary resolution [ That, in accordance with section 201 of the Companies Act 2006, approval is granted for the credit transaction under which [ insert details of credit transaction ] is to be entered into by [ insert name of subsidiary company ] for the benefit of [ insert name of director ], a director of the Company. OR that the [ guarantee OR security ] to be provided by [ insert name of subsidiary company ], in connection with a credit transaction pursuant to which [ insert details of credit transaction ] has been entered into by [ insert name of person who has entered into credit transaction ] for the benefit of [ insert name of director ], a director of the Company, be approved in accordance with section 201 of the Companies Act 2006. OR that the [ insert...