Standard documents

An outline of a print of the resolutions to be filed with the Registrar of Companies following a general meeting of a company (including an annual general meeting).

A form of agreement without substantive provisions containing specimen boilerplate clauses (with optional language), and specimen testimonial and attestation clauses (with alternative forms where execution is to be in the form of a deed). Boilerplate clauses deal with those generic contractual provisions which are generally found in commercial contracts, whatever the nature of the transaction. For example, matters such as the choice of governing law, the mechanism for serving notices and requirements that any amendments be agreed and documented in writing. They can have significant practical implications for the parties. For example, they may include provisions which restrict rights of assignment, impose obligations of confidentiality or define events of force majeure when the carefully negotiated contractual terms will not be capable of enforcement. Optional language or clauses are in some instances provided for the same subject matter. The specimen clauses set out in the Boilerplate agreement should be used in conjunction with the drafting notes linked to from this agreement..

Specimen notice of general meeting for use by listed companies. To be used for both AGMs and other general meetings.

Outline board minutes of an issuer to approve a bond issue and its documents.

A specific liabilities guarantee and indemnity given by a corporate guarantor of a company. Both companies are incorporated in England and Wales and security has been given by the borrower.

A deed creating a mortgage over shares and securities held in CREST in dematerialised uncertificated form. The deed creates a mortgage over existing shares and securities, a fixed charge over future shares and securities, and a fixed charge over rights (such as dividends) relating to those shares and securities.

An all monies guarantee and indemnity given by a corporate guarantor over obligations owed by a company. Both the guarantor and the borrower are incorporated in England and Wales.

A standard document for the novation of contracts in connection with an asset purchase for the benefit of the new owner.

A standard form debenture created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over properties, fixed charges over a range of other assets and assignments by way of security over the benefit of contracts and insurance policies, together with a floating charge over assets not otherwise mortgaged, charged or assigned. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a debenture, see Drafting note, About this document below.