This practical text contains precedents and commentary on warranties and indemnities on share sales. It provides guidance for all parties – purchasers and vendors – who deal with a sale and purchase agreement (“sale agreement”) for either a company or business. Written for commercial lawyers, it is the only title to deal exclusively with this area.
Substantial changes have been made in relation to IT and data protection warranties to reflect GDPR and this fast evolving area as the importance of IT to most companies increases.
New accounts warranties have been included to reflect the FRS regime and the decreasing relevance on most transactions of the historical SAAPs and FRS’s that were relevant for financial periods prior to the 4th January 2015.
The tax warranties have been simplified and shortened to reflect the exclusion of esoteric areas that are not applicable to most transactions as well as reflecting legislative updates. The tax covenant reflects the continuing trend to start with a balanced draft rather than a purchaser bias version.
- Provides precedents and commentary on warranties and indemnities on share sales
- Provides guidance for all parties – purchasers and vendors – who have to deal with a sale and purchase agreement (“sale agreement”) for either a company or business.
- For the purchasers’ solicitors, provides precedents of suitable warranties and indemnities from which a tailored draft can be prepared
- For the vendors’ solicitors, provides guidance and commentaries with the precedents
- Organised around precedents of clauses and documents, accompanied by extensive commentary
- Arranged in a logical chronology
- Covers the history and function of warranties and indemnities
- Covers the various parties to a sale and purchase agreement
- Covers the rights and liabilities that arise from a breach of warranty
- Provides detailed consideration of tax, property and general warranties in a share sale
- Covers the forms taken by tax deeds
- Covers warranties, undertakings and indemnities requested by the purchaser
- Covers completion accounts and valuation
- Provides clearly-written commentary and guidance aimed to explicate clauses and their impact
Hewitt on Joint Ventures 7th edition analyses a variety of transactions where two or more existing entities agree to establish and participate in a common enterprise or business-related activity. The main focus is on joint ventures using the medium of a joint venture company. The principal issues raised by a range of transactions are examined, outlining how such issues might be handled and setting out the relevant background law.
Hewitt on Joint Ventures has been described in the High Court as “a book edited by practitioners who specialise and have extensive experience in this area of commercial activity”. It is written in a clear and practical way, tailored for the practitioner and in-house counsel. It aims to provide detailed commercial guidance alongside a comprehensive review of relevant specialist areas of law, as well as useful checklists and precedents.
Provides in-depth examination of all aspects of joint ventures and a range of collaborative relationships
Covers the practicalities involved in the drafting, negotiating and setting up of joint ventures
Guides you through the planning stages of a joint venture or alliance
Identifies and examines the principal issues for joint venture parties, including: capital and funding; governance and management; minority investment and protection; deadlock and breakdown; duties between joint venture parties; transfers of shares; exit, termination and change; and disputes – mediation, litigation and arbitration
Sets out the relevant legal background
Suggests ways of dealing with issues that may arise
Includes a range of precedents and checklists, which also feature on a CD for ease of use
Recognises the international nature of many JV agreements
Guides the reader through complex and specialist areas of a JV, with chapter by chapter coverage of tax planning; competition and regulatory controls, IP and technology, employment and accounting
Hewitt covers up-to-date reference to important case law in recent years affecting joint ventures, including case law developments regarding:
Good faith obligations
Exercise of contractual discretion
Default provisions and the law of penalties
Transfers of shares in breach of pre-emption rights
Duties of directors of joint venture companies
Remedies for minority shareholders
Parent company liability
Hewitt also covers the:
Increasing impact of laws relating to data protection and anti-bribery and corruption
Challenges affecting joint ventures with local parties in a number of key international jurisdictions (Brazil, China, India, Malaysia and United Arab Emirates)
The 10th edition of Parker’s Will Precedents is now published by Bloomsbury, providing private client solicitors and professional will drafters with a thorough understanding and working knowledge of the will drafting process and, as a result, the ability to draft better wills.It contains a comprehensive collection of precedents for use by anyone who needs to draft wills. There are a variety of precedents for individual clauses as well as a set of complete wills catering for different scenarios. The emphasis of the approach is on clarity, practicality and simplicity, so you can quickly draft legally sound wills for a variety of circumstances. Notes and guidance on drafting and additional materials, including letters, support materials and extracts from relevant legislation.
As well as providing a complete update, the 10th edition also includes:
- A new chapter on Consumer Protection and related legislation with precedents
- Inclusion of expanded guidance on capacity
- Index-linked legacies
- Precedent retainers and letters of wishes
- An expanded chapter on funeral wishes
The new 5th edition of Commercial Contracts: A Practical Guide to Standard Terms provides useful background and detailed advice on the law surrounding a wide range of commercial agreements including: Key common clauses; When to use standard terms; Procedures and good practice; Termination of contracts; Remedies for breach; Specific issues relating to export, software and consumer contracts. It also contains valuable precedents, including expert guidance on Business-to-Business and Business-to-Consumer agreements, providing users with an excellent tool for drafting commercial contracts.Key changes for the new 5th edition include coverage and analysis of:
- important case law as to when terms are unfair or unreasonable, notably the first Supreme Court ruling on the fairness test in ParkingEye Ltd v Beavis
- Changes in the regulation of consumer credit since regulation passed to the Financial Conduct Authority
- Fresh court guidance as to when terms have been incorporated into a contract
- Rulings on the rules as to the enforceable of onerous terms
- The Consumer Rights Act 2015
- The effect of the Data Protection Act 2018 and GDPR
- Brexit and the transitional period
- The new 2019 EU Regulation on privacy
- Replacement of the PECR regulations by the new EU Directive on trade secrets and UK implementation
An essential resource for commercial contract drafters helping them to prepare water tight legal agreements and ensure that they are completely clear on what a business must do to stay on the right side of the law.
Includes online access to downloadable precedents
The new, fifth edition of Internet Law & Regulation is the long-awaited new edition of the leading title in its field, authored by Graham Smith of Bird & Bird. The title presents an analysis of key areas of internet law & regulation from a UK perspective. It is fully updated including recent developments relating to GDPR, the Investigatory Powers Act 2016, eIDAS, online intermediary liability, including site blocking injunctions and updated UK and EU case law across all chapters.
Internet Law and Regulation:
- Takes a comparative approach to themes that have arisen in relation to the Internet, providing detailed coverage of English law
- Provides guidance on areas of importance such as encryption, obscenity, freedom of speech, tax and competition law
- Contains helpful, practical guidance for both legal and non-legal audience
- Includes extensive intellectual property law coverage, including Copyright and Confidential Information, Patents, Trade Marks, and Domain Names
- Contains dedicated chapters on Defamation, Data Protection, Internet Payments, Tax and Competition Law
- Takes the reader through issues with liability including both content liability and protection, as well as enforcement and cross-border liability
- Discusses both the Communications Regulation and the Broadcasting Regulation
- Contains detailed analysis on online contracting and auctions; and statutory requirements and international contracts
- Covers prohibited and regulated activities, such as computer misuse, offensive communications and online safety, pornography and sexual offences, contempt of court, gambling, pharmaceuticals, and advertising and promotional activities
- Written by cyberlaw expert Graham Smith and a team of contributors from leading law firm Bird & Bird
In Online Courts and the Future of Justice, Richard Susskind, the world’s most cited author on the future of legal services, shows how litigation will be transformed by technology and proposes a solution to the global access-to-justice problem.
In most advanced legal systems, the resolution of civil disputes takes too long, costs too much, and the process is not just antiquated; it is unintelligible to ordinary mortals. The courts of some jurisdictions are labouring under staggering backlogs – 100 million cases in Brazil, 30 million in India.
More people in the world now have internet access than access to justice. Drawing on almost 40 years in the fields of legal technology and jurisprudence, Susskind shows how we can use the remarkable reach of the internet (more than half of humanity is now online) to help people understand and enforce their legal rights.
Online courts provide ‘online judging’ – the determination of cases by human judges but not in physical courtrooms. Instead, evidence and arguments are submitted through online platforms through which judges also deliver their decisions.
Online courts also use technology to enable courts to deliver more than judicial decisions. These ‘extended courts’ provide tools to help users understand relevant law and available options, and to formulate arguments and assemble evidence. They offer non-judicial settlements such as negotiation and early neutral evaluation, not as an alternative to the public court system but as part of it.
A pioneer of online courts, Susskind maintains that they will displace much conventional litigation. He rigorously assesses the benefits and drawbacks, and looks ahead, predicting how AI, machine learning, and virtual reality will likely come to dominate court service.
The new 14th edition of Drafting Trusts and Will Trusts is a crucial guide to drafting and understanding wills and trust documents.
The work offers a comprehensive selection of precedents to suit a wide range of requirements, and helps ensure the practitioner can make the best succession planning judgments through the use of the correct wills and trusts.
This fully updated 14th edition has been written to incorporate all of the key developments in this area of law in the years since the publication of the previous edition.
Features of the 14th edition include:
- Guidance on the technical issues involved in drafting settlements, common mistakes and traps, which matters are essential to cover and those that can be safely be omitted
- Coverage of the inheritance tax Residence Nil Rate Band
- A new chapter on the drafting of co-ownership trusts of the family home and six new related precedents, including trusts providing for both fixed and floating shares and charge arrangements to protect third party contributions
- Coverage of the Finance Act 2019
- Updated chapters to reflect changes in law and practice including revised Law Society Guidance on Making Gifts of Assets, the use by beneficiaries of data protection legislation to obtain information about trusts, and the use of the STEP Standard Provisions in personal injury trusts
- Written in an easy to understand style enabling the less experienced drafter to comprehend more complex issues
- Fully reviewed and updated precedents for practical assistance with drafting
- Precedents are accompanied with an explanation of why the text is there and the choices which need to be made
Agricultural Precedents Handbook from LexisNexis (formerly published by Jordans), now in its third edition, is a specialist publication providing those advising farmers and other members of the rural community with a comprehensive collection of time-saving and reliable precedents, accompanied by a very useful commentary.
The precedents range from those dealing with the acquisition and sale of agricultural property to tenancies governed by the Agricultural Holdings Act 1986 and the Agricultural Tenancies Act 1995, residential tenancies, grazing agreements, alternative land uses, livery arrangements for horses, shooting leases, partnership agreements and contract and share farming arrangements.
Agricultural Precedents Handbook is written by leading practitioners in this area and offers a library of precedents in twelve separate chapters, covering many of the types of transactions that are likely to be met in day to day practice.
A CD accompanying the book contains all of the precedents allowing users to download and adapt each document as necessary. There are over 100 precedents in the revised edition.
The new edition has been thoroughly revised and updated to take into account major developments in the law since the last edition in 2009, including the introduction of the Basic Payment Scheme and consideration of and suggestions regarding the situation leading up to and then post Brexit, with appropriate suggested wording for new documentation, changes to the model clauses regulations under the Agricultural Holdings Act 1986 as well as the tenancy succession application regime following the replacement of the Agricultural Land Tribunal by the First-tier Tribunal, and changes to the Agricultural Tenancies Act 1995.
In addition to the new precedents in this third edition, the latest forms required for succession applications on retirement and death in the First-tier Tribunal are included as well as updated tenancy agreements, forms of notice, and other documents all of which incorporate reference to current statutes as well as, where appropriate, endeavouring to deal with the anticipated post-Brexit situation.
This brand new title explores the key legal issues and the complex and ever-changing inter-relationship between the law and technology. It is a must-have practical guidance resource for junior lawyers and lawyers in training who are new to technology law, and is essential reading for undergraduates and postgraduates on law courses covering the law related to technology.
An Introduction to Technology Law is written by industry experts, practical support lawyers and key legal professionals from top UK firms and chambers, and provides a practical introductory guide to technology law as it affects the TMT (technology, media and telecommunications) industry sector. The title includes coverage of key technology law issues across software, cloud, websites, domain names, outsourcing, artificial intelligence, autonomous vehicles, blockchain, drones, media, advertising, and telecommunications.
The Internet, Warts and All: Free Speech, Privacy and Truth asks questions. Why are government digital policies so often out of touch and counter-productive? Why is surveillance law problematic and ineffective – and often defeated in court? Do companies like Google and Facebook really care about freedom of speech? Why are neither laws nor technology companies able to get to grips with trolling? Is ‘fake news’ something that can be ‘dealt with’? Can these issues be addressed more effectively, intelligently and appropriately in the future? To answer these questions, The Internet, Warts and All busts a number of myths and illusions about the internet – about the neutrality of algorithms, the permanence of information, the impact of surveillance, the nature of privacy and more. It shows how trolling and ‘fake news’ arise – and why current moves to deal with them are doomed to failure. It suggests a way forward – by embracing the unruly nature of the internet.