Legal Precedents

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......

This instrument bears the date [ insert day and month ] 20[ insert year ] and is in respect of the loan notes referred to below. Parties [ Insert name of issuing company ] incorporated in England and Wales under number [ insert company number ] whose registered office is at [ insert address ] ( Issuer ) background: The Issuer has resolved to create, in aggregate, up to an overall nominal maximum of £[ insert number ] [ insert rate ]% [ subordinated ] redeemable loan notes, the same to be constituted in accordance with, and as set out in, this document, and constituted accordingly......

We have conducted a review to identify where our business faces the greatest risk of either: creating or adding to negative human rights impacts through our own operations, or having our activities, goods or services directly tied to adverse human rights impacts via our business partners. [ We were supported by [ name of external consultants ] in completing this review. ] [ During the review we engaged the following stakeholders through [ insert brief details of method(s) of stakeholder engagement used, if any ]: [ insert details of first internal and external stakeholders engaged with during the assessment ] [ insert details of next internal and...

Leasehold Reform ( Enfranchisement and Extension) Regulations 1967, SI 1967/1879 REQUEST FOR DEDUCTION OF TENANT’ S TITLE in connection with the premises known as [ insert address property comprised in the tenant’s claim ] (the Property) herein Addressed to: [ insert name of tenant ] (the Tenant) now of [ insert address of tenant ] We, [ insert name of......

Passwords sit at the heart of our information and cyber security controls. They serve as the primary line of defence. This policy: defines how to choose robust passwords; sets out measures for keeping passwords protected; and specifies how frequently passwords must be changed. This policy applies to all staff. [ Insert name ] owns this policy. Please contact them with any questions or concerns relating to anything contained in this policy. Using strong passwords Your passwords must: contain a minimum of [ 10 ] characters; not rely on personal details (eg family names etc)......

Case No: [ Insert case number ] Between: [ INSERT NAME OF CLAIMANT ] ( Claimant) and [ INSERT NAME OF RESPONDENT ] ( Respondent) [ CLAIMANT’ S OR RESPONDENT’ S OR AGREED ] LIST OF ISSUES Jurisdiction—time limits In respect of the detriment claim, was the Claimant’s claim lodged within time, having regard to the ‘stop the clock’ effect of early conciliation? ( Employment Rights Act 1996 ( ERA 1996), ss 48(3)(a), 207B) If not, was it not reasonably practicable for the Claimant to present the claim in time? ( ERA 1996, s 48(3)(b)) If so, was the claim made within such additional period as was reasonable? ( ERA 1996, s 48(3)(b)) In respect of the dismissal claim, was the Claimant’s claim lodged in time, taking into account the ‘stop the clock’ provisions relating to early conciliation? ( ERA 1996, ss 111(2)(a), 207B) If not, was it not...