Legal Precedents

Overview The EU Merger Regulation ( EUMR) ( Regulation ( EC) No 139/2004) applies to concentrations with an EU dimension. If [ name of project/transaction ] falls within EUMR, it must be notified to the European Commission (the Commission) prior to completion. The transaction cannot be finalised until clearance has been granted. Accordingly, an assessment should be undertaken as soon as possible at the earliest opportunity to confirm whether [ project name/transaction ] possesses an ‘ EU dimension’ for these purposes......

Introduction What does this Precedent cover? This Precedent provides: replacement plug-in clauses for an English limited liability partnership ( LLP), drafted for inclusion in the Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee; alternative plug-in clauses for an LLP prepared for the Precedent: Real property mortgage: single company chargor—bilateral—specific monies; and further points to consider when modifying those precedents for LLP use. When inserting substitute wording or making other amendments to the precedents, ensure the remaining provisions, and any relevant facts and commercial drivers of the underlying deal, are reviewed carefully. These clauses can also be adapted for other facility agreements and security documents, but a thorough assessment of all clauses is essential when tailoring or revising them. For more on working with limited liability partnerships in finance transactions, see the Practice Note: Dealing with limited...

This Deed is entered into on [ insert date ] 20[ insert year ] Parties THE COMPANIES listed in Schedule 1 (each an Original Lender and, together, the Original Lenders); [ insert name of Security Agent ], of [ insert address ], acting as security trustee for the Secured Parties (as defined below) in accordance with this Deed (the Security Agent); [ insert name of Facility Agent ], of [ insert address ], acting as facility agent for the Lenders (as defined below) pursuant to the Facility Agreement (as defined below) (the Facility Agent); [ insert name of Borrower ], a company registered in England and Wales with company number [ insert company number ] whose registered office is at [ insert address ] (the Borrower); and THE COMPANIES set out in Schedule 2 (each an Original Chargor and,...

Contract of employment dated [ insert date ] Parties 1 [ Name of Employer ] [ of [ insert address ] OR a company incorporated in [ England and Wales ] (registered number [ insert number ]) whose registered office is at [ insert address ] ] (we or us); and 2 [ Name of employee ] of [ insert address ] (you). 1 Appointment 1.1 We agree to employ you in line with the terms and conditions contained in this agreement herein. 1.2 [ [ Option 1: Continuity (no previous PERIOD of employment counts): ] Your employment with us under this agreement hereunder [ will commence OR commenced ] on [ insert date ] (the ' Start Date'). Your continuous employment with us [ commenced on OR will commence on ] the Start Date, and no service with any earlier...

Introduction What does this Precedent cover? This Precedent outlines: replacement plug-in clauses for an English general partnership (ie a partnership which is not a limited partnership or a limited liability partnership), prepared for inclusion in the Precedent: Facility agreement (term loan): single company borrower—bilateral—with or without security or a guarantee replacement plug-in clauses for an English general partnership drafted for insertion into the Precedent: Real property mortgage: single company chargor—bilateral—specific monies further considerations when tailoring those precedents for use with an English general partnership Making amendments When adding substitute clauses or adapting these precedents, careful thought should be given to any relevant facts and commercial requirements arising from the underlying transaction and the partnership’s internal dynamics, for example: whether any partners are individuals and/or corporate entities; where partners are individuals, also consult the drafting notes in Precedent:...

Property: [ insert name and/or address of the property ] (‘ Property’) Seller: [ insert name and address of seller ] (‘ Seller’) Buyer: [ insert name and address of buyer ] (‘you’) 1 Introduction 1.1 Scope of report This report is directed to you and has been compiled solely in connection with your intended acquisition of the Property [ for your own occupation OR as a second home OR as a buy-to-let investment ]. It must not be disclosed to, or relied upon by, any other person. We have reviewed the Seller’s title to the Property and this document sets out a summary of the principal points arising from our enquiries. Copies of the material gathered during the title investigation, together with a copy of the contract for sale, are enclosed and should be read alongside this report and kept for future...

CASE NO: [ insert case number ] [ In the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List ( Ch D) OR In the High Court of Justice, Business and Property Courts in [ insert location ], Insolvency and Companies List ( Ch D) OR In the County Court at [ insert location ], Business and Property work ] Before: [ [ Deputy] Insolvency and Companies Court Judge ............................. / The Honourable [ Mr/ Mrs] Justice .......................... / [ Deputy] District Judge ............................. / [ His/ Her] Honour Judge .......................... ] Dated [ insert date ] [ In the matter of [ insert company’s name ] OR......

This clause sets out terms within typical non-disclosure or confidentiality agreements ( NDAs), so climate change and environmental matters are addressed from the beginning of fresh business relationships......

This Precedent This Precedent is intended for collecting customer information and feedback to assess how effective a process is, forming part of step 1 of the five‑step improving efficiency framework—see Practice Notes: Improving efficiency: The five steps framework and Improving efficiency: Step 1—identify and define the problem. All process enhancements should be focused on improving the experience of the internal/external client, and achieving that requires understanding what they need or expect from you. In continuous improvement ( CI) terms, this is known as capturing the ‘ Voice of the Customer/ Client’ ( VOC)......

This Precedent offers a worked illustration of Precedent: Improving efficiency— Voice of the Customer/ Client ( VOC)—blank and shows how client input can be applied to assess process effectiveness. Any change initiative ought to centre on enhancing the internal and external client experience, which first requires clarity on their needs and expectations. Within continuous improvement ( CI), this is described as capturing the ‘ Voice of the Customer/ Client’ ( VOC). That VOC must be weighed against what your team can and is prepared to deliver—the ‘ Voice of the Business’ ( VOB). This example is tailored to practitioners within an in-house legal function. What do our clients want? Step 1: Identify our clients Who are our current clients? (specific and generic) Internal...

This Precedent assists you in recognising and managing challenges associated with planning and executing change across your department. It reviews the stages involved in delivering change and poses key questions to consider for each stage. A worked example of this Precedent is also available, see Precedent: Improving efficiency: Making changes across the department (worked example) 1. Create a sense of urgency Stage Questions/considerations How will employees become aware that change is necessary? How will they grasp how critical and time-sensitive it is? Solution/action ......

This Precedent sets out a practical illustration involving a fictional in-house legal team seeking to refine its contract drafting workflow. Applying the Define, Measure, Analyse, Improve, Control ( DMAIC) efficiency framework, several remedies have been surfaced, notably simplifying the workflow and reassessing document storage so internal clients need not ring administrative assistants to chase information, reducing delays and queries. This case study concentrates on putting that discrete change into practice and making it stick. The emphasis is on clarity and access to information within the drafting cycle. Stage: Questions/considerations • Case study scenario responses 1. Create a sense of urgency How will staff recognise the necessity for change? How will they grasp its significance? How will immediate and longer-term gains be made visible across the department? Communications should be clear and specific. Set out clearly: how the current contract drafting approach is straining budgets the effect the process is having now, and is...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background ( A) [ insert description of background to transaction ]. ( B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement......

Suggested email to arrange counterpart completion with other solicitors SUBJECT: [ Transaction Name OR Details ] – Completion Arrangements We write to outline, for the purposes of these arrangements, our intended approach for arranging the signing and delivery of the documents required for the anticipated completion of [ insert details ]. We confirm that [ insert firm name ] is prepared to serve as nominated person pursuant to section 2(1) of the Legal Writings ( Counterparts and Delivery) ( Scotland) Act 2015 (the Act), and, as agreed, section 2(3) of the Act is hereby excluded and will not apply to these Completion Arrangements......

SUBJECT: [ Transaction Name OR Details ] – Signing of [ Name of Document ] As you are aware, the parties have agreed that the [ Name of Document ] (the Document) will be executed by each party to the Document in separate counterparts, rather than requiring all signatories to endorse a single document. Please review this email carefully and thoroughly, and ring me to discuss any queries at your convenience......

Introduction The Economic Crime and Corporate Transparency Act 2023 ( ECCTA 2023) creates a corporate offence of failing to prevent fraud, effective from 1 September 2025. In general terms, fraud is a criminal act involving deception or theft to obtain an advantage. Under ECCTA 2023, the failure to prevent offence encompasses a broad spectrum of fraud offences carried out for the benefit of our organisation, including: fraud by false representation fraud by failing to disclose information fraud by abuse of position obtaining services dishonestly participation in a fraudulent business false statements by company directors false accounting fraudulent trading cheating the public revenue Please find enclosed, for your review and comment, a [ n updated ] [ Group ] fraud risk management policy. The policy, which applies across all our businesses, features a brief...

CASE NO: [ insert case number ] [ Sitting at the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List ( Ch D), or at the High Court of Justice, Business and Property Courts in [ insert location ], Insolvency and Companies List ( Ch D), or at the County Court at [ insert location ], Business and Property work ] BEFORE [ [ DEPUTY] INSOLVENCY AND COMPANIES COURT JUDGE............................. / THE HONOURABLE [ MR/ MRS] JUSTICE.......................... / [ DEPUTY] DISTRICT JUDGE............................. / [ HIS/ HER] HONOUR JUDGE.......................... ] DATED [ insert date ] IN THE MATTER OF [ insert company’s......

Precedent clause This Precedent clause applies to a supply contract mandating the supplier/contractor to secure energy from renewable sources...

Insurance Premium Adjustment for D& O Climate-related Financial Disclosures ( Archie’s Clause) ( The Chancery Lane Project) This clause encourages organisations to lessen climate exposure by offering lower insurance premiums to policyholders who satisfy agreed reporting disclosure standards for climate-related financial risks......

Condition to Liability Cover for Climate- Related Claims This clause sets a precondition for insurance cover, compelling the insured to establish a rigorous net-zero transition plan before cover incepts for climate-related liability claims. A commercial policyholder must have such a robust plan (including emissions reduction targets) in place at policy inception, as a prerequisite to accessing liability insurance for climate-related claims. The objective is to encourage good behaviour, place the insured on a pathway towards net zero, and lower the likelihood of climate-related claims being brought against the insured, thereby supporting the insurer’s sustainable business. In short, it promotes better conduct, aligns strategy with net-zero goals and mitigates exposure to climate-related liabilities. The clause was created by The Chancery Lane Project ( TCLP) under the title ‘ Condition to Liability Cover for Climate- Related Claims’ and is referenced on TCLP’s website below. For...